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Parking this pinned post for folks who have set up accounts on 🦣Mastodon🦣 & wish to reach me there (my handle is @ProfEricTalley@lor.sh). Will still check Twitter periodically (kinda like I do w/ FB & LinkedIn), but less consistently. ☮️

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Bloomberg Law: Business law professor Eric Talley of Columbia Law School, discusses the Delaware Supreme Court oral arguments over Elon Musk's 2018 record-setting pay package. June Grasso hosts. bloomberg.com/news/audio/202…

Should Corporate Law Go Private? @SSRN papers.ssrn.com/sol3/papers.cf…

Looks like Vlady-P has come around to deploying the TACO trade as well... nytimes.com/2025/05/29/wor…

@HoffProf @arpitrage @r_tallarita @ProfRobAnderson @ProfAlbertChoi More generally, what sorts of facts do you think would falsify your story? Seems a bit like an interpretive theory more than a predictive one...i.e., whenever you observe that a provision isn't priced, it's interpreted as "some provisions" that are too hard to price.

@HoffProf @arpitrage @r_tallarita @ProfRobAnderson @ProfAlbertChoi Very few nonprice term innovations get priced (until the next deal), as price / rates are conventionally locked in at the term sheet stage. While the "fix price" norm itself seems paradoxical, here's an economic bargaining / search theory explaining it: ssrn.com/abstract=51591…

OK Canadians - here's what Donald wants. I'm sure you will give it the reaction it richly deserves.

"Absorb baby, absorb" ft.com/content/f6dc63… via @ft

Interesting piece by @sindap and colleagues. So when do you think we'll get our first law firm IPO? And who's going to invest? ft.com/content/8efd45… via @ft

This is an amazing R-squared, @florianederer! Can't. Stop. Winning.

A concept of a plan, maybe...? bloomberg.com/news/articles/… via @economics

@bombaaclature @HoffProf TripAdvisor set a hard-to-satisfy “materiality” standard for reincorporation to be deemed a duty-of-loyalty triggering conflict. The opt-in idea would’ve used the *exact* same standard. If this standard is “paralyzing” (as some argued), DExit was necessarily a 100% fake threat

UPDATE on Corporate Law "Professors' Letter" urging an opt-in on SB21. In just four days of re-opening the letter, the ranks of prominent Corporate Law professors urging opt-in has swelled fro 26 to 64. Now *that's* what I call a market test! drive.google.com/file/d/1ERW6ah…

@Tony_J_Casey @anthonyrickey @HoffProf @PrawfBainbridge Oops “latter”

@Tony_J_Casey @anthonyrickey @HoffProf @PrawfBainbridge I agree, Tony (See? Progress!!). On that note, have you compared the proxy disclosures for a charter amendment (like opt out would be) versus reincorporation? By my informal count, the ladder tends to be around 10 to 20 times as long as the former.

Corporate Law Scholars thinking about SB21: Still accepting new signatories on the "Professors' Letter" sensibly favoring contractarianism, opt-in, & letting the market decide this debate (rather than backroom scriveners). Closes today, be counted! forms.gle/Won7rSmQsWN94w…

@anthonyrickey @Tony_J_Casey @HoffProf @PrawfBainbridge Didn't mean to be (too) sarcastic. More like befuddled.

@ProfEricTalley @Tony_J_Casey @HoffProf @PrawfBainbridge The sarcasm's charming . TripAdvisor clearly governs reincorporations. Whether it extends any further is a litigable issue, and wouldn't be the most extreme I've seen litigated (or indeed, seen succeed) in my career.

@anthonyrickey @Tony_J_Casey @HoffProf @PrawfBainbridge Um, ok, yeah...given that the TripAdvisor standard *literally governs* reincorporation out of Delaware under current law, the uncertainty fuzziness that you guys so overwrought about should keep all companies from even daring to attempt DExit. Problem solved. Whew... thanks guys!

@Tony_J_Casey @ProfEricTalley @HoffProf @PrawfBainbridge Agreed. I went into a bit more detail on this in an article today, but the litigation risk is quite real. linkedin.com/pulse/opt-amen…

For corporate law / governance faculty interested in signing the "Professors' Letter" urging an opt-in feature to SB21, I have opened up the letter for additional signatures at the link below. Deadline is close of business MONDAY. docs.google.com/forms/d/e/1FAI…