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Benjamin P. Edwards

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Benjamin Edwards joined the faculty of the William S. Boyd School of Law in 2017. He researches and writes about business and securities law, corporate governance, arbitration, and consumer protection.

Prior to teaching, Professor Edwards practiced as a securities litigator in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP. At Skadden, he represented clients in complex civil litigation, including securities class actions arising out of the Madoff Ponzi scheme and litigation arising out of the 2008 financial crisis. Read More

Yesterday, the Delaware Supreme Court released its opinion in Wong v. Amazon. A copy of the decision is here.

A stockholder sent a letter to Amazon, demanding to inspect books and records under Delaware’s Section 220. The stockholder’s stated purpose was to investigate Amazon’s possible wrongdoing and mismanagement by engaging in anticompetitive activities.

The request kicked of an extended legal battle. A Magistrate conducted a one-day trial that led to a report siding with Amazon that the the stockholder had not alleged a “credible basis” to infer possible wrongdoing by Amazon. The stockholder took exception. A Vice Chancellor also sided with Amazon, but on a different basis–finding that the stockholder’s purposes was overbroad, “facially improper,” and not lucid. The stockholder appealed and the Delaware Supreme Court reversed.

Under Delaware law, investigating corporate wrongdoing is a legitimate purpose, but stockholders must present “some evidence to suggest a credible basis from which a court can infer that mismanagement, waste or wrongdoing may have occurred.” The Supreme Court found that the Vice Chancellor had erred in its interpretation of the scope of the stockholder’s purpose and should have engaged “with the evidence presented by the [stockholder].”

On the evidentiary front, the…

We are writing today to inform you that Glass Lewis has made the difficult decision to initiate legal action against the Attorney General of Texas. In this letter, we explain the reasons why we are pursuing this legal path to protect our business and, by extension, our clients and the proxy voting industry, as a whole.

Over the last several months, Glass Lewis and other proxy advisors have been targeted by a variety of political detractors and corporate executives critical of our business model and the role we play in supporting institutional shareholders in carrying out their proxy voting responsibilities.

In fact, three states attorneys general have opened inquiries into supposed consumer fraud

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Nevada’s trial-level business courts are not as heavily observed as the Delaware Court of Chancery. Our in-state ecosystem does lacks anything quite like The Chancery Daily. But we do have Our Nevada Judges which has a broader focus.

With that in mind, I wanted to highlight a very recent Nevada Business Court decision from Judge Gall that considers whether the business judgment rule applies in the limited liability company context.

Nevada limited liability companies are governed by Chapter 86 of the Nevada Revised Statutes. Unlike Chapter 78, which governs corporations, there is no statutory business judgment rule. So what does this mean for limited liability companies? Should their management get business judgment rule protection?

Judge Gall faced a dispute where one party argued that the corporation statute’s business judgment rule and exculpation provisions should apply and the other party argued that because the operating agreement did not specifically set out a business judgment rule, that there should be no business judgment rule.

The Court found that “by adopting fiduciary duties . . . the members incorporated the business judgment rule to assess whether they breached those duties.” After reviewing some literature on the subject, the Court reasoned that when…

The 2026 National Business Law Scholars Conference (NBLSC) will be in Las Vegas, at the William S. Boyd School of Law at the University of Nevada, Las Vegas on May 26 and 27, 2026. This will be the 17th meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world.

For attendees traveling from the east coast, the 2026 Law and Society Conference will be in San Francisco from May 28-31. The timing may make it possible for attendees to go directly from NBLSC in Las Vegas to Law and Society in San Francisco without needing to fly back east. The May date also allows us to host the event in Vegas before the summer grows uncomfortably hot.

The following comes from friend-of-the BLPB George S. Georgiev at the University of Miami School of Law:

UNIVERSITY OF MIAMI SCHOOL OF LAW

Location: Miami, FL

Subjects: Business Law, Environmental Law, Health Law, International Law, Law & Technology

Start Date: August 1, 2026

The University of Miami School of Law seeks up to four entry-level or lateral candidates to join our vibrant community beginning in Fall 2026.

We welcome applications from outstanding scholars who will add to the diversity of our faculty, contribute to the intellectual life of the school, enhance our teaching mission, and engage in meaningful service. Our subject-matter interests include, but are not limited to, Business Law, Environmental Law, Health Law, International Law (especially trade and international business), and Law & Technology.

Our search for lateral candidates includes a potential joint appointment with the University’s Frost Institute for Data Science & Computing. We seek eminent faculty who have an established reputation for producing high-profile research in areas relevant to the Institute’s goal of “enabling discovery through data-intensive research in fields ranging from medicine to earth sciences, urban planning, digital humanities, and business.” We are particularly interested in faculty whose research focuses on artificial intelligence and…

Submissions are open for the 8th Conference on Law & Macroeconomics to be held on December 4-5, 2025 at the New York University School of Law in New York City. Submissions are due on or before September 15, 2025.

We live in a world of growing macroeconomic challenges brought about by the interconnected threats of climate change, pandemics, armed conflict, immigration, trade wars, financial instability, and ongoing technological disruption within the global markets for investment capital, goods, services, and labor. These challenges reinforce the importance of research at the intersection of law and macroeconomics. Together, these interconnected challenges are also the theme of the 8th Annual Conference on Law and Macroeconomics.

The conference organizers welcome submissions on the role of law, regulation, and institutions in:

  • Monetary policy and price stability
  • Financial regulation
  • Fiscal policy
  • Public debt
  • International trade
  • Development policy and financing for development
  • Economic growth and efficiency
  • Global macroeconomic/exchange rate coordination
  • The economic impact of climate change
  • Labor and migration patterns
  • Technological disruption

The call for papers is open to scholars from all relevant disciplines, including but not limited to law, macroeconomics, history, political science, and sociology.  Interested applicants should submit their papers for consideration on or before September 15, 2025…

“We currently have tremendous district judges working very hard on our state’s business law cases and we want to find ways to better support them. We have been closely following the discussion related to Assembly Joint Resolution 8 in the Nevada Legislature and compliment the Legislature for focusing on the desire to greatly improve how the courts resolve complex business matters,” Herndon said. “To that end, I’m confident that within our own court system we can enhance our existing approach to business law cases and create a dedicated court where district court judges hear only business cases and do it without any additional fiscal impact on the state.”

“In addition, we can address the timeliness and efficiency of judicial review of business cases, eliminate the need to amend the constitution and the uncertainty associated with waiting years to see if

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The SEC’s theory was that Ripple offered and sold a security called “XRP” without first registering it with the Agency, so investors were deprived of information about XRP and Ripple’s business that would allow them to make informed investment decisions. ECF No. 46. In 2023, the SEC moved for summary judgment, contending that it was “indisputable” that Ripple violated the Securities Act. ECF No. 837 at 50, 53, 63. In other words, the SEC asked the Court to rule in the Agency’s favor because Ripple could not win. On July 13, 2023, the Court

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Stacie Strong recently posted Pro Bono Publico Versus Pro Bono Presidential on SSRN. It’s a look at the propriety of agreements to perform pro bono work to escape punitive executive orders against law firms. This is how the abstract describes it:

This Essay considers the propriety of these pro bono agreements from several perspectives. First, this Essay considers the voluntary nature of pro bono and examines the propriety of the executive branch coercing private lawyers to accede to particular pro bono obligations. Second, this Essay discusses the nature of pro bono activities as a means of assisting indigent individuals and considers whether presidential efforts to direct how private law firms fulfill their pro bono obligations constitute an improper privatization of the executive branch’s policy goals, particularly given presidential cuts to and curtailment of conventional public means of fulfilling those policy goals. Third, this Essay considers whether and to what extent the executive orders and settlement agreements discussed herein violate hard or soft principles of international law. The Essay concludes with brief suggestions about how to proceed going forward.

My initial reaction to these orders was to wonder whether services performed as consideration for a settlement even qualify as pro bono. …

We invite submissions of paper abstracts for the Fall series of the Miami Law & Finance Workshop. The workshop will take place online on Fridays from 1pm to 2pm EST. We welcome papers on all finance-related topics, including corporate law and finance.

Abstracts should be sent to the workshop co-organizers nikita.aggarwal@miami.edu,cbradley@law.miami.edu and ggeorgiev@miami.edu no later than Friday July 18th, 2025, with the following information:
– Name of author(s)
– Affiliation
– Summary of paper’s main thesis, contribution to the prior literature, and methods employed (Abstract length: 500-1000 words max).

We will notify selected authors by July 25th. Note that selected authors must be ready to send a complete draft of their paper to us at least one week before the scheduled date of the workshop, which we will circulate to the discussant and registered workshop participants.