The second program we are hosting is a “New Voices in Unincorporated Entities” program. We seek unpublished papers and works-in-progress on any aspect of the governance of unincorporated entities. Presenters who are chosen through the call for papers will have the opportunity

Seems like I’ve been writing about litigation limits in corporate constitutive documents since 2014 (because I have).  So many blog posts I can’t search them all, and multiple papers (here, here, here, and here)

The issue on the table specifically right now is arbitration.

The idea that corporations could use charter and bylaw provisions to require mandatory arbitration has been floating around for quite some time.  And it’s not arbitration they’re after; the point would be to require individualized arbitration, so that stockholder claims could not be brought as class actions.

Back in 2016, I published a paper arguing, among other things, that any such provisions could only apply to state claims, not federal securities claims.  But then the Delaware Supreme Court disagreed with me.

I have also argued that if such bylaw and charter provisions are considered potentially “contractual,” they are not governed by the internal affairs doctrine, and the law of the state of incorporation should not apply. The Delaware Supreme Court agrees on the former point and not the latter, leading to much confusion in courts outside of Delaware.

I have also argued that bylaws and charters…

The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is pleased to announce its second annual Business and Tax Roundtable for Upcoming Professors (“BATRUP”). This in-person Roundtable will take place at UCLA from Monday evening June 1^st through Wednesday afternoon June 3^rd.  The program will feature commentary by invited senior scholars as well as an opportunity to meet fellow aspiring scholars while enjoying Los Angeles.  We warmly invite scholars preparing for the academic job market to participate.

Roundtable Purpose and Eligibility
The Roundtable is designed to offer mentorship and feedback to aspiring legal scholars who plan to pursue tenure-track positions at law schools. It is open to scholars who hold a JD, master’s degree, or PhD, who have not yet secured a tenure-track law faculty appointment, and who are not yet listed in this academic year’s Faculty Appointments Register. Selected authors must be able to attend the Roundtable in person at UCLA.

We welcome submissions on any topic within business law or tax law. Co-authored papers are eligible provided all authors meet the submission criteria. To ensure the Roundtable’s focus on evolving scholarship, we ask that submitted papers not be published or…

Mortals plan and the gods laugh.

With the caveat that it’s 5 in the morning here and I may be misreading, in which case I will correct this post or delete it entirely to hide my shame…

Tesla’s new proxy asks shareholder approval for Musk compensation, which we expected. But there are two elements.

The first is a go-forward plan which pays out massive amounts of shares if Musk meets dramatic new targets. I don’t have a whole lot to say about this one, except that the targets are meaningfully different from the package awarded in 2018 (and rescinded in 2024 by Delaware) in that they don’t just include share price increases; they also include sales targets. The 2018 grant only included share price increases and revenue/EBITDA targets that were pretty much matched to the share price increases, leaving the price increases as the only meaningful hurdles. I will let others weigh in on whether it’s a similar situation with the new proposal, but the sales/subscription requirements are a new feature that was not present previously – and, dare I say it – could in fact accomplish the task of forcing Musk to focus on Tesla rather than his…

I have previously blogged about the SPV phenomenon, whereby investors can get access to private company shares by investing through a vehicle dedicated to that purpose. As I previously explained, the trend has recently exploded, with numerous LLCs selling interests to retail investors through platforms like EquityZen, often with high fees and opaque pricing.  Among other things, the SPV phenomenon allows capital-hungry startups to raise money while (nominally) staying below the 2,000 investor threshold that would trigger mandatory reporting – and startups are increasingly pushing the limits of the law by coordinating with SPV sponsors.

Which is why I was fascinated by recent reports that some startups – particularly Anthropic and OpenAI – have gotten concerned about the number of uncontrolled SPVs selling interests in their shares.

I agree it’s a wild west, and for sure some retail investors are being taken advantage of.  The more interesting question is why companies like Anthropic would care.  Investors in SPVs – and SPVs of SPVs – don’t have a direct relationship with the company and don’t have rights against it, so what are they concerned about? I have a couple of thoughts. 

First, as the Financial Times article explains, OpenAI…

The AALS Section on Securities Regulation is soliciting papers for its Works-in-Progress program at the 2026 AALS Annual Meeting, which will be held from Jan. 6 to Jan. 9, 2026 in New Orleans, Louisiana.

Scholars of all levels of seniority are invited to submit unpublished working papers or extended abstracts on any topic within securities regulation. We are looking to highlight the wide range of exciting work currently being done in our field. We expect to select three to four papers for presentation.

Submissions should be sent by email to Professor Nicole Iannarone (nicole.g.iannarone@drexel.edu) and Professor George S. Georgiev (ggeorgiev@miami.edu) on or before Monday, Sept. 15, 2025. The Section’s Executive Committee will review all submissions and make final selections by Sept. 26, 2025.

We are also excited to preview the Section’s Main Program: “A New Day at the SEC”: Since taking over in April 2025, SEC Chairman Paul Atkins has often repeated that “it is a new day at the SEC.” This motto is reflected in reality. From crypto assets to climate disclosure, administrative procedure to accredited investors, and many regulatory areas in between, the “new” SEC has made substantial changes, often through informal guidance…

• AI Prompt-a-thon – Forget the tired “hallucinations” talk. Learn practical AI strategies from someone who actually trains law firm partners. Walk away with prompts and workflows you can use immediately.
• Business & Financial Literacy – When I went in-house, I had to take a 3-day “Accounting for Lawyers” course just to catch up. We’ll give you the essentials in one session from a former BigLaw partner, an in house lawyer from one of the largest business insurers, and an accountant—so you can speak the language of your business clients.
• Clauses that Matter – Poor drafting can cost millions (and AI cut-and-paste won’t save you). Hear what counsel zero in