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.

Proxy votes have begun to come in at this point and we’ve got some early results on the reincorporation front. (Some earlier posts on this topic are available here, here, and here.)

Overall Status

I broke down and just created a chart for 2025 attempts to shift to Nevada. I had previously only been tracking attempts to move after SB21 in Delaware.

There…

I’ve been blogging long enough that I forget my prior rants, so I’m diving into this one because I don’t remember discussing it before, but if I did, forgive me.

Anyway, today’s rant is about the “statements before the class period” rule, most recently employed in Stephans v. Maplebear, 2025 WL 1359125 (N.D. Cal. May 9, 2025).

The rule, roughly, is that, in the context of a class action, Section 10(b) plaintiffs can’t bring claims based on statements that are made prior to the beginning of the class period.  In Maplebear – which is Instacart, by the way – public trading began on September 19, 2023, so that’s when the class period began.  The rule was employed to bar the class from alleging that certain statements made during the IPO roadshow were false and had defrauded class members.

Let’s break this down in general, and then talk about Instacart.

The “class period,” in a typical Section 10(b) action, defines the investors on whose behalf the action is brought. In your typical 10(b) fraud on the market case, the class period will include anyone who bought (or sold) a particular security between Date A and Date B. It defines the…

Two years ago, I published a paper challenging the internal affairs doctrine and arguing that it should be relaxed in various ways. I didn’t exactly intend that to play out as it has with respect to Texas – as I blogged here and here – and now there’s a new lawsuit against United Airlines to add to the mix.

United Airlines is incorporated in Delaware, but it is headquartered in Illinois.  The National Center for Public Policy Research, as the owner of 123 United Airlines shares, has sued the company in Illinois, alleging that under Illinois’s inspection statute, it is entitled to internal records regarding United’s decision to limit flights to Tel Aviv. The NCPPR is explicitly choosing not to seek inspection under Delaware law, on the ground that the changes to Delaware’s inspection statute wrought by SB 21 would make such a demand futile.  Instead, NCPPR argues that inspection rights are outside the scope of the internal affairs doctrine, and therefore United is subject to Illinois’s inspection statute.

It seems that almost immediately after the lawsuit was filed, United reversed course and resumed Tel Aviv flights, but as far as I know, the lawsuit is…

First up, we have a couple of cases out of the New York Court of Appeals, Eccles v Shamrock Capital Advisors, LLC, 245 N.E.3d 1110 (N.Y. 2024), and Ezrasons Inc v. Rudd, 2025 WL 1436000 (N.Y. May 20, 2025).  So, there’s a backstory here.  New York, like California, has what’s known as an “outreach” statute.  Passed in 1961, New York Business Corporation Law § 1319 says that various provisions of New York’s corporate code “shall apply to a foreign corporation doing business in this state, its directors, officers and shareholders.”

Now, on its face, this statute would suggest that New York does not strictly adhere to the internal affairs doctrine, and would in fact apply New York corporate governance law for companies doing business in the state.  But, in fact, lower New York courts have previously held that the statute does not mean what it says, and have gone on to apply the internal affairs doctrine anyway.  See, e.g., Potter v. Arrington, 810 N.Y.S.2d 312 (Sup. Ct. 2006).

Matters recently came to a head.  In Eccles, the New York Court of Appeals held that the internal affairs doctrine would apply unless “(1) the…

The Association of American Law Schools Section on Leadership, for which I serve as Chair this year, is hosting the program described below tomorrow on scholarship in the area of lawyer leadership. Business law and leadership are a natural fit, and each time we argue for change through our scholarship, we are assuming a role of leadership in law. Yet, many of us never expressly acknowledge that connection in our research and writing.

Moreover, many of us may not talk about lawyer leadership in our classrooms or assign law leadership scholarship to our students. Yet, our students begin to lead in the law and otherwise develop their professional identities while we are teaching them in law school. Encouraging and guiding that part of our students’ journey into lawyering is, in my view, one of the great joys of being a law faculty member.

The section is excited to offer this program featuring national experts on law leadership who engage in research and writing relating to that field. Come and listen in to learn how the scholarship of lawyer leadership may matter to you and your work. Links to further information and registration are included below.

Advancing Lawyer Leadership: Why Scholarship

Seitz noted the Nevada news in his remarks, but noted that