Who should be trusted to govern the most powerful relationships in the economy: markets, managers, or courts? During this conversation, we are joined by two legal scholars, Zohar Goshen and Tomer Stein, whose newest article focuses on the role of specialized corporate courts. Their shared insight is that corporate relationships are inherently incomplete, and no contract can anticipate every future conflict. This is why states establish business courts: to enforce fiduciary duties and resolve disputes, while enabling efficient risk-taking. But something else is at work here: gatekeeping claims and claim dismissal. Join us as we unpack the unique role of specialized business courts, stepping in where shareholder governance ends. We also discuss the Business Judgment Rule, the Delaware Supreme Court’s decision in Tornetta v. Musk, and more!

Key Points From This Episode:

• An introduction to our guests and what sparked their shared focus on specialized corporate courts.
• Two reasons for any state to establish a corporate court.
• Why a corporate relationship can be thought of as an incomplete contract.
• How a specialized business court holds unique authority as a third-party participant.
• Why shareholders should handle mismanagement on their own, and courts should handle self-dealing cases.
• The Business Judgment Rule establishes whether shareholders or courts should intervene.
• Why different specialized courts are necessary.
• Safeguards to protect too much power being concentrated in the hands of managers.
• Whether or not federal preemption is likely or beneficial.
• Thoughts on Delaware Supreme Court decision in Tornetta v. Musk.

Links Mentioned in Today’s Episode:

Zohar Goshen

Zohar Goshen on LinkedIn

Zohar Goshen on X

Tomer Stein
Tomer Stein on LinkedIn
Tomer Stein on X

Leaving Delaware? The Essential Role of Specialized Corporate Courts

Fordham University School of Law Corporate Law Center

Billions of dollars are flowing into a new tax strategy known as ETF swap funds, which critics say allow the ultra-wealthy to avoid capital gains tax, legally. The strategy has drawn attention from lawmakers and some academics for testing the limits of existing tax law. In this episode of Bite-Sized Business Law, host Amy Martella speaks with Jeffrey Colon, a professor at Fordham Law whose research focuses on tax and financial law. Jeff is the author of the forthcoming DePaul Law Review article, ‘The Black Hole of Capital Gains: ETF Swap Funds’, examining how ETF swap funds exploit long-standing provisions of the tax code. The conversation begins with a clear explanation of why ETFs are often more tax-efficient than mutual funds. Jeff then breaks down how Section 852(b)(6) allows ETFs to distribute appreciated securities without triggering tax at the fund level, and how techniques like heartbeat trades magnify that benefit. From there, he explains the rise of Section 351 swap funds, which allow investors with highly appreciated stock to diversify while deferring capital gains. Amy and Jeff close by discussing who benefits from these strategies, why they raise fairness concerns, and what recent proposals from Senator Ron Wyden could mean for future reform. Listen in for a comprehensive look at this consequential tax issue and the questions it raises going forward.

Key Points From This Episode:

• Introducing Jeffrey Colon and his research focus.
• The billions of dollars flowing into ETF swap funds and why they have drawn scrutiny.
• How ETFs differ from mutual funds in structure and trading mechanics.
• Why ETFs are widely viewed as more tax-efficient than mutual funds.
• Section 852(b)(6) and how it provides an advantage to ETFs.
• How heartbeat trades move gains out of ETFs without triggering tax.
• The rise of tax-motivated ETFs over the past year and a half.
• What Section 351 swap funds are and how they operate.
• Using swap funds to diversify appreciated stock without selling.
• Why these strategies primarily benefit ultra-wealthy investors.
• Concerns about fairness and turning income tax into a consumption tax.
• Senator Ron Wyden and his proposed legislative responses.
• IRS limits and why congressional action may be required.
• Risks to the tax system if ETF swap funds continue to expand.

Links Mentioned in Today’s Episode:

Jeff Colon

Jeff Colon on LinkedIn

‘The Black Hole of Capital Gains: ETF Swap Funds’

Ron Wyden

Fordham University School of Law Corporate Law Center

Corporate statements about race have become commonplace, yet they often deliver far less than they promise. In this episode of Bite-Sized Business Law, host Amy Martella speaks with Atinuke Adediran, Professor of Law at Fordham Law School, about her book Disclosureland: How Corporate Words Constrain Racial Progress. Drawing on research at the intersection of business, law, and society, Professor Adediran examines how corporate disclosures shape public understanding of racial inequality, and how companies frequently treat public statements as a stand-in for real action. The conversation addresses the surge of corporate commitments following the murder of George Floyd in 2020, when companies rapidly issued public statements on racial equity after years of relative silence. Professor Adediran introduces the idea of race-conscious image construction, explaining how companies use these statements to build reputations that benefit them, even when meaningful follow-through is limited. The episode also explores the growing pattern of companies revising or removing earlier commitments amid political and legal pressure, a process Professor Adediran calls race-conscious retraction. She closes by explaining why racial progress cannot rely on corporate speech alone and why stronger oversight and accountability remain essential. Listen to the full conversation for a clear, timely examination of how corporate words can shape and limit racial progress.

Key Points From This Episode:

• What inspired Disclosureland and Professor Adediran’s research into the inauthenticity of corporate language and its impact on racial progress.
• An overview of the wave of corporate statements after George Floyd’s murder.
• Examining how rare public disclosures about race were before 2020.
• The kinds of racial commitments companies began making during this period.
• Why companies turned to disclosure as a response to public and employee pressure.
• Defining “race-conscious image construction” and its role in corporate reputation.
• How racial disclosures can boost reputation without actually changing internal practices.
• The problem of pledges made without context, history, or measurable grounding.
• How companies use past statements to block shareholder audits and scrutiny.
• Introducing “race-conscious retraction” and what it looks like in practice.
• Political and legal pressures driving companies to revise or erase commitments.
• How empty commitments and later retraction actively constrain racial progress.
• Why federal government involvement is essential for accountability and racial progress.

Links Mentioned in Today’s Episode:

Atinuke Adediran

Atinuke Adediran on LinkedIn

Atinuke Adediran | Fordham Law School

Disclosureland: How Corporate Words Constrain Racial Progress

Amelia Martella on LinkedIn

Fordham University School of Law Corporate Law Center