Bite-Sized Business Law

• Stories from a Real-Life Financial Sherlock Holmes

  What does it take to catch a fraudster? In this episode of Bite-Sized Business Law, we explore the world of Certified Fraud Examiners (CFEs), the experts who investigate wrongdoing across corporations, government agencies, and beyond. Our guest is John Gill, President of the Association of Certified Fraud Examiners (ACFE), who began his journey with the organization over 30 years ago as general counsel. A global authority on fraud prevention, John has trained Fortune 500 companies, advised governments, and taught on six continents. He breaks down the three major types of occupational fraud (asset misappropriation, corruption, and financial statement fraud) and shares real-world cases that reveal just how easily internal controls can fail. From employees wiring millions to their personal accounts to fake audit reports going unquestioned, John shows how fraud often thrives on trust, opportunity, and rationalization. He also unpacks how AI is being used in the fight against fraud and what kind of mindset makes a great CFE. Tune in to learn how CFEs help safeguard financial integrity, and what it really takes to spot the red flags before it’s too late!Key Points From This Episode:John Gill shares his path from law school to leading the ACFE.How a love of consumer protection led John to fraud prevention.Ways that CFEs think like detectives and spot red flags that others overlook.What led to the founding of the ACFE in the late 1980s.A breakdown of the three major types of occupational fraud.How 5% of revenue is lost annually to occupational fraud.Real-world cases: $22M stolen from Citigroup and $9M from ING with minimal oversight.The importance of internal controls and how they often fail.Why first-time fraudsters rarely stop at just one offense.What drives fraud: pressure, opportunity, and rationalization.How fraudsters exploit weak audit processes and personal trust.The use of cryptocurrency in laundering stolen funds.AI’s growing role in fraud detection and its limitations.Key traits that make someone well-suited to become a CFE.Why CFEs often face resistance, even inside their own organizations.Reflections on the global mission to detect and prevent fraud, from Arkansas to Dubai.Links Mentioned in Today’s Episode:Association of Certified Fraud Examiners (ACFE)John GillJohn Gill on LinkedInAmelia Martella on LinkedInFordham University School of Law Corporate Law Center

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  47:08
• The First Constitutional Challenge to SB21, Delaware's Superpower, and Gearing up for Another Legislative Debate

  The controversy surrounding Delaware’s Senate Bill 21 (SB21) is far from over. In this episode, we examine a major new legal challenge that raises fundamental questions about the democratic process and the enduring power of Delaware’s Court of Chancery. Joining us is Anthony Rickey, founding partner of Margrave Law, whose boutique practice centers on fiduciary duties and shareholder litigation. With his perspective from the front lines, Anthony offers valuable insight into what the Dropbox dispute means for Delaware’s future. He explains the constitutional questions at the heart of the case and why it’s difficult to predict how it will all play out. He also shares why he believes Delaware’s position in corporate law remains strong, highlighting its unmatched legal infrastructure and speed in resolving complex cases. Anthony looks ahead to what might come next in Delaware litigation and what competing states are doing to attract new incorporations. Tune in to learn what this most recent legal showdown reveals about the future of corporate governance in Delaware!Key Points From This Episode:Background and context for the debate leading up to SB21.Ways that Delaware creates incentives for creative litigation and its effects.Why an overproduction of corporate law results in excessive litigation.Dropbox's announcement to leave Delaware and reincorporate in Nevada.How their departure was challenged and how this raises a constitutional challenge to SB21.Factoring in the centuries-old equitable power of Delaware’s Court of Chancery.Unpacking the long-term consequences of SB21 for Delaware.Why Anthony remains confident in Delaware’s appeal despite current legal uncertainty.Delaware’s unique “superpower” in resolving disputes: speed.A detailed example of expedited litigation in Martin Marietta, Inc. v. Vulcan Materials.Some of the top advantages that keep Delaware competitive.Predictions for the future of SB21 and Chancery litigation.How states like Texas and Nevada are branding their corporate laws.Links Mentioned in Today’s Episode:Anthony RickeyAnthony Rickey on LinkedInAnthony Rickey on XMargrave Law‘Delaware’s Superpower’Martin Marietta, Inc v. Vulcan Materials‘Texas is Disrupting Delaware’s Dominance through Innovation’E63: The Devil in the Details in the Delaware Debate over SB21Amelia Martella on LinkedInFordham University School of Law Corporate Law Center

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  36:33
• It's All In Your Head: Understanding the Human Behavior Driving Corporate Decision Making, Risk Management, and Legal Advice

  No one goes to law school to become a psychologist, yet every lawyer eventually faces deeply human questions. Why is my client making this decision? What do they really need from me? How will this advice land? In this episode of Bite-Sized Business Law, we explore how behavioral science can help answer those questions with guest Nitish Upadhyaya, Director of Behavioral Insights at Ropes & Gray. Nitish leads the firm’s award-winning Insights Lab, where he transforms insights from behavioral science and human-centered design into actionable legal strategies. In our conversation, Nitish shares why traditional legal tools often fall short of changing behavior and how understanding context, culture, and bias can lead to better outcomes. He challenges surface-level approaches to compliance, reframes what it means to “do the right thing,” and explains why open dialogue must be designed, not just encouraged. We also get a look at his innovative new course at Fordham, which brings behavioral insights to professionals across law and compliance by connecting academic rigor with real-world applications. To learn how a more human approach to law can lead to smarter, more sustainable decisions, don’t miss this episode!Key Points From This Episode:Nitish’s law background and his path to becoming Director of Behavioral Insights.An overview of the Insights Lab at Ropes & Gray and the specifics of their role.How they help clients balance compliance with risk management, growth, and innovation.The shift that Nitish has seen in how law schools incorporate teaching human behavior.How taking inspiration from other fields benefits the legal world.The term “culture of compliance” and how your environment impacts decision-making.Insights from behavioral science on how to motivate people to do the right thing.What it means to engage in open dialogue and how to create the mechanisms for it.Why encouraging junior team members to speak up matters and how it can drive real impact.Details on the course that Nitish is developing for Fordham Law School.How his course helps bridge the gap between academic insights and practical use.Insights on approaching human behavioral science in different global, cultural contexts.Why generative AI doesn’t diminish the value of understanding human behavior.Links Mentioned in Today’s Episode:Nitish UpadhyayaNitish Upadhyaya on LinkedIn Nitish's Podcast: Culture & Compliance ChroniclesDave Snowden on abductive reasoning and AI versus human capability (AC Ep 24)The Behavioral Code: The Hidden Ways the Law Makes Us Better or WorseAmy Martella on LinkedInFordham University School of Law Corporate Law Center

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  33:51
• The Paramount Case Study and a Look at Where We Are Headed with Antitrust Enforcement

  With each new administration, businesses brace for shifts in antitrust enforcement. What’s changing now, and what’s next? In this episode, we examine the current landscape and future trends. To break it all down, we’re joined by Stephen Fishbein, a leading trial lawyer and partner at A&O Shearman in New York City, who has tackled some of the biggest antitrust cases in recent history. As a case study, we examine the 2022 trial in which the Department of Justice (DoJ) sought to block the merger between Simon & Schuster and Penguin Random House, which at the time was the largest publishing company in the US and internationally. Stephen discusses his experience representing Simon & Schuster and its parent company, Paramount, and the factors that ultimately determined the outcome of the case. He breaks down key disputes, from how advances paid to authors affect competition to arguing what the market will look like in the future. We also discuss the interesting developments for Simon & Schuster after the deal was called off, the concept of commodifying a societal good, and what to expect when it comes to the new Trump administration’s approach to antitrust. For a fascinating look inside the publishing industry and the past, present, and future of antitrust, be sure to tune in!Key Points From This Episode:Some background on guest Stephen Fishbein and his career in antitrust.The attempted 2022 merger between Simon & Schuster and Penguin Random House.Stephen’s role representing Simon & Schuster and its parent company, Paramount.An overview of the publishing landscape and the “Big Five” publishing houses.Why the Department of Justice (DoJ) wanted to block this merger.Details of the Clayton Act and the role it plays in antitrust cases.The definition of monopsony and how it is relevant in this case.A breakdown of the central disputes of the case.The competitive role that advances paid to authors play in competition.Why defining the relevant market is critical to antitrust cases, and this one in particular.Asking what the market will look like in the future and why it was a key dispute in the case.The outcome of the case and why the decision was sealed for a time (and partially redacted).How the trial dealt with confidential information in the case.What happened to Simon & Schuster after the deal was called off.Insights into the concept of commodifying a societal good.What to expect from antitrust enforcement with the new Trump administration.Links Mentioned in Today’s Episode:Stephen FishbeinStephen Fishbein on LinkedInA&O ShearmanInside Insider Trading with Stephen FishbeinAmelia Martella on LinkedInRichard Squire on LinkedInFordham University School of Law Corporate Law Center

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  44:32
• The Devil in the Details in the Delaware Debate over SB21

  First, there was Brexit, now, there’s DExit. Is Delaware at risk of losing its status as the undisputed leader in general corporation law? Senate Bill 21 (SB21) has sparked a fierce debate: some see it as a major overhaul of Delaware’s legal framework, while others believe it’s a necessary fix to prevent companies from reincorporating elsewhere. Fordham Law professors Sean Griffith and Richard Squire explore the major changes that SB21 will usher in, their impact on both long-standing Delaware case law and recent cases like Tornetta v. Musk, the motivations behind SB21, and whether ultimately it will be as impactful as its proponents and detractors claim. Tune in now for a truly down-to-earth breakdown of SB21!Key Points From This Episode:How today’s case ties into the rejection of Elon Musk’s pay package in December 2024.An overview of major changes included in Senate Bill 21 (SB21).Unpacking the three key conflict transaction scenarios of SB21.Ways that Delaware case law is redefining what it means to be a controlling shareholder.How Tornetta v. Musk would come out under this paradigm.Important details of how SB21 deals with independence or disinterestedness.The power that judges still hold to find conflicts of interest in these cases.SB21 changes and their effect on the Delaware corporate law product.Reviewing Revlon transactions through the lens of SB21.Answering the question: Is the Delaware General Assembly caving to powerful insiders? The effect of the non-retroactivity provision in SB21.Comparisons with notable examples of famous legislative reversals in Delaware law.Links Mentioned in Today’s Episode:Sean GriffithSean Griffith on LinkedInRichard SquireRichard Squire on LinkedInVox Shareholders and Still No Payday for Musk: Tornetta Round TwoAmelia Martella on LinkedInFordham University School of Law Corporate Law Center

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  45:49

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