@ColumbiaLaw
professor;
@MillsteinCenter
director; law & econ nebbish; green chile addict; mercurial guitarist; perfervid cyclist; begetter of dad jokes.
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. ☮️
The
@FinancialTimes
's internet error page is pretty damned cute. If you (like me) never read the blah-blah-blah on these error pages, you're missing something. Well played, folks....
Professors have (basically) 2 types of nightmares:
#1
is you're a student again about to take a final in an unfamiliar class that is taught by your colleague;
#2
is you stand up to give a lecture to 200 ppl & realize you have no lecture notes. I got to live
#2
this morning...
Wow -- this is the most counterproductive filing I've seen in this case... TWTR is absolutely right not to take "yes" for an answer, and everyone knows why. (They tried that in April and it didn't go so well). TWTR will, however, take a certified bank transfer from
@elonmusk
.
Trying to get this student readmitted to my corporations class, as I think they will be particularly benefitted from the class session devoted to the Citibank/Revlon "fat-finger" payment error...
A few commentators convinced me I could offer a few general reax to this ongoing crypto crisis without getting into the specifics of the FTX/SBF case (where, as previously noted, I’m going to withhold editorializing). So I figured I’d give it a shot FWIW. 1/
Many thanks to
@matt_levine
for dropping in on my
@ColumbiaLaw
corps class to talk Revlon blockers, debt restructuring, make-wholes, short selling, 13D reforms, and 2.4 gazillion ways to nerd out in law and finance. ¡Que divertido!
CALLING ALL ASPIRING LEGAL ACADEMICS: Become an Academic Fellow at
@ColumbiaLaw
! It's one of the best such gigs in the country (feh, universe), and IT has launched myriad prominent academic careers. Rolling applications open on SEPTEMBER 1. NYC beckons!
A long time coming, but pleased to see this piece go live this week. Immeasurably fantastic to work (and every so often not work!) with
@cathyhwang47
,
@ynili
, and
@rankenfreiter
. Thanks to the
@PennLRev
for your hard editorial work!
One of the very best parts of being an academic for a few decades is the unadulterated (almost parental) joy one experiences with news of former students' triumphs. [That's it -- that's the tweet.]
Hey fellow economists--a helpful physicist (Ole Peters) has discovered a paradox that we've evidently been blind to for centuries. We must give him a sainthood (St. Peters), name a town after him (St. Petersburg) & then name the paradox after the town!
Many thanks for today's guest speaker, who graciously filled in for me at the last minute to talk about the Dark Side of contract law. A little bit of a prima donna, but still a Major Force in the classroom....
The best way to teach the Brooklyn Bridge hypo? Duh, *on* the Brooklyn Bridge of course! With my and
@AratoJulian
's joint contracts classes, plus a cameo by USDC Judge Jed Rakoff who heard the students' (successful) "class action" after we revoked our offer 1/2 way across.
Poison Pill Havoc: Several have noted an odd part of the TWTR pill: if triggered by Musk, the flip-in provision gives the non-Musk stockholders the right to purchase $420 FMV of TWTR stock for $210. Many (me included) inferred this was a 420 troll to Musk’s $54.20 offer). 1/n
I am pleased to announce that as of July 1, my professional affiliations remain identical to what they were on June 30. However, my eczema shows marginal signs of improvement.
Some have been asking why the Fed's sudden reduction in interest rates yesterday constitutes a helpful policy response to the coronavirus pandemic. Although the economic principles are somewhat complex and nuanced, I have distilled them into what I hope is a helpful graphic.
5. The DE Court of Chancery, however, proved NOT to be one of those settings. Chancellor McCormick did an excellent job under intense scrutiny, playing it by the book (even as many hoped to incinerate the book). This surprised absolutely NO ONE who had any prior dealings with her
3.Notwithstanding its substantive legal simplicity (or maybe because of it), TWTR-Musk nevertheless was a great teaching tool, since it explored foundational tenets of contract/corporate law that are too often passed over in favor of more exotic imbroglios.
So awesome as I start to teach Unocal and Revlon. Poison pill, anyone? Elon Musk has offered to buy Twitter Inc. for $54.20 a share in cash, calling the bid his “best and final offer”
Following a decades-long tradition, I invited my contracts students to drop by the neighborhood pub after their final for a drink on the prof, to either unwind or yell at me about the exam. Luckily (for me), they mainly just wanted to unwind. A great group that I'll miss a lot!
Although I have a lot of thoughts, I won't be opining/commenting much on the FTX/SBF thing. I am longtime friends with the family, and this hits a little too close. (Sorry.)
This post raises a good point: As ppl try to handicap TWTR/Musk, we shd keep tabs on who bears burden of proof for what: (a) For breach by Musk + remedy, burden on TWTR; (b) for failure of condition/MAE it's on Musk; (c) for fraud, Musk again; (d) for breach by TWTR, again Musk.
10. Above all, tho, the saga spawned a wonderful way to connect with other professors, pundits, arbs, reporters, students–too many to name. I routinely say I never stopped being a student, & this has been a case in point. I am grateful for these interactions. Thanks and cheers!
In some professional news, I finished grading nearly 300 s̶t̶u̶l̶t̶i̶f̶y̶i̶n̶g̶l̶y̶ ̶b̶o̶r̶i̶n̶g̶ ̶s̶h̶o̶r̶t̶ ̶s̶t̶o̶r̶i̶e̶s̶ first-rate corporations exams today.
We ordered a 6-pound duck from Whole Foods Market for XMas dinner, but on delivery we were informed that they were out of duck and they substituted something for it. Here is what we got. (Quantity = 1)
🧵Oops, I did it again... Just dropped a 4th video with a revised version of the TWTR-Musk litigation/settlement decision tree in the light of the recent Mudge report and additional filings from the last few days (some of which are still sealed). 1/n
Cranking up for a brand new course offering in January to our
@ColumbiaLaw
1Ls (and tag-teaming once again with the undoubtedly redoubtable Dr. Prof.
@rankenfreiter
): Machine Learning and Law! (All the cool robots are doing it 🤖)
Constitutional seems almost un-teachable at present. As a solid to my con-law-teaching colleagues, I'm game to make contracts (or corps) a full-year course for 2-3 years until the con law ship steadies. I got your back,
@jamalgreene
,
@joshchafetz
,
@ProfGuyCharles
,
@DBRodriguez5
.
@chancery_daily
has badgered me into offering up an argument why $TWTR might be able to get (uncapped) expectation damages – rather than capped $1b damages – if SP is not granted & musk found in breach. I’ll oblige, but with understanding that this is a long shot argument
I'm live-tweeting the oral argument in the 2nd Circuit of Citibank, N.A. v. Brigade Capital, 21-487-cv, set to kick off at 10am (EDT) today. It is third up for argument, so based on the court’s schedule, I don’t expect to go “truly” live until around 10:40 or so.
The latest from
@lorakolodny
is worth a read. But doesn't touch on what IMO is TSLA's biggest challenge today: A CEO whose side gig appears dedicated to pwning & alienating the most lucrative segment of TSLA's fan base
Brooklyn Bridge Hypo 2022 success! This time I dangled B-way show tix (“1776”) to successful crossers, retracting offer 1/2 way across. USDC Judge Rakoff again met us to adjudicate the ensuing
@ColumbiaLaw
"class action”. I lost yet again: Rakoff awarded specific performance.🫤⚖️
1.The merger dispute was never that hard of a case. No novel legal interpretations came out of it, and it settled in a manner befitting its merits. Oliver Wendell Holmes once famously quipped, “Hard cases make bad law”. This easy case made (more or less) no law.
I will say for the record that it'll be pretty entertaining if POTUS kiboshes the deal now (making SP infeasible), but then CM holds that EM breached knowingly prior to the POTUS intervention, and thus based on that willful breach EM owes full expectation damages.
An amazing result for an amazing post-doc. I couldn't be more happy.....wait, wtf am I saying? ... I'm losing my post-doc....NOOOoooooooo....!!!!!!! (jk, super proud).
In personal news: I am delighted to share that I will be joining
@WashULaw
as an Associate Professor of Law in the fall. Incredibly grateful for all the people who supported me throughout this process!
First: In each an emergent “cool-kids’ view” challenged traditional thinking abt how markets work. Whether it trading platforms, non-brick-and-mortar marketing, copula-based securitizations or DeFi, vocal skeptics were seen as “get-off-my-lawn” dinosaurs who just didn’t get it 5/
@OrinKerr
This may sound a little self-serving, but hear me out: my daughter is a smart, progressive, 20yo junior at good university. She's published nothing that would undermine her confirmation hearings, and I predict she will live to be around 86 +/- five years.
I don't always serenade my corporate law students on the last day of class, but when I do I make sure it is in the form of a jazz standard with super-cringey altered lyrics.
@sneha_pandya
4. It's also been a constant gaslighting vehicle, as those same tenets got repeatedly tested in unconventional ways. Musk is an iconoclast whose strategies betray an attitude that other people’s rules don’t apply to him. In many settings, he’s been right about that...
New paper w/ SWAG! "Contractual Evolution" with
@mattjennejohn
and
@JulianNyarko
(forthcoming in U. Chi. L. Rev.) develops a formal model of contract term diffusion & assesses it against a new, *publicly available* M&A contract database spanning 21 years.
This is at least the 4th significant burst “asset bubble” of my adult life. (a) algo-trading bubble of 1987; (b) the bubble of 2001; (c) the securitization bubble of 2008; and now (d) the crypto-bubble of 2022. (And no I wasn’t around for crash of ’29!) 2/
I'm *really* surprised by this. (OK, part of me is happy, since I get another 3 weeks to keep talking about the case in my contracts class, not to mention checking out
@chancery_daily
's 2am posts...but still....)
Hey Corporate Governance wonks: Interesting new lawsuit against Fox Corp by its Class A ("nonvoting") stockholders challenging its recent charter amendment extending duty-of-care exculpations to officers (and not just directors). 1/n
Unconventional tweet - one shorn of cattiness, irony, self/other-promotion, self/other loathing, politicking, or indignation. Take a moment today to express appreciation to your friends, neighbors and loved ones. They matter, and you matter to them. HAPPY THANKSGIVING to all.
Self-googling has suddenly become (even more) depressing to me today. My heart goes out to the victims and families in Boulder. When will our politicians develop the courage to make meaningful progress in curbing this senseless cycle of violence?
Alas, J term is over and I now find myself swapping the slide rule & machine-learning classifiers for a 3pc power suit and some corporate law & governance wonkery -- with an intimate group of 170
@ColumbiaLaw
students...
Preparing to deliver what my abacus reckons to be my 27th first-day law school lecture this AM. [That just seems implausible to me; gonna have to replace abacus with one of those computer thingies.] However long it's been, tho, this is still (easily) my favorite part of the job.
I have no idea who this associate is, but if they were so effective at their job at the SEC to get this far under Musk’s skin, a law firm would be nuts to fire them…
8. Aimless arbs? The glacial winnowing of TWTR’s arb spread – and its sensitivity to orthogonal / speculative / fatuous news – are still profound mysteries to me, suggesting that outside of DE courtrooms, Mr. Musk can still bend gravity in many ways.
6. Both CM’s role and the parties’ excellent legal teams ultimately burnished not only Delaware’s reputation as a no-nonsense litigation venue, but the outcome even helps Mr. Musk going forward, enabling him to make credible, enforceable promises in future contracts.
Still hoping to be able to teach corporate law live (or in hybrid format) to Columbia Law students this fall. And I've just purchased a supply of face masks that I think are appropriate to the task....
Thanksgiving memory from 2015: I was only professor not to cancel my noon corps class on Wednesday before T-giving. Most JD students were no-shows, leaving my LLMs & me...oh yeah, *and* a surprise visit from my family with a catered turkey dinner followed by holiday singalongs🦃
A year ago this week I drove to RI to fetch my daughter from college, & we self-exiled in Hudson Valley, becomig "roomies" for the rest of the semester. In the year since, I've had no house guests, 2 haircuts, & suffered exactly 0 common colds. (But I'm a bad college roommate.)
Excited to teach corporate debt this week, culminating in the Citibank fat-finger case (reading below). *And,* a special guest lecture by
@matt_levine
, over whom my students will no doubt ogle, leaving me feeling empty & demoted, but it's all in the interests of pedagogy, so...
7. In just a few weeks, the TWTR board careened from being a comical clown car (limply acceding to a juvenile 54.20 first offer) to prophetic paladins (holding Musk to his offer as the tech sector cratered around it). We should all have such fortune!
Playing around with ChatGPT4 and I am both impressed and horrified. It can generate exquisite mathematical proofs; but it also gave a detailed description of a Delaware opinion -- including a Westlaw cite -- that does. not appear to exist.
Thinking about James Earl Carter and his family tonight. Not my favorite president to have served during my life TBH, but without a doubt the finest human being of the lot - it's not even close.
Great dinner Wed. w/ my official ALEA mentee
@akjennings
(whose mentoring needs seem pretty modest TBH!), my former
@ColumbiaLaw
TA/RA Reilly Steel (now a PhD candidate at
@Princeton
), and some rando guy who ended up at our table (said he was from Berkeley or something).
Will this continue to be the pedagogical gift that keeps on giving? If so, I just hope they get the timing right for the next kerfuffle: I plan to be teaching corporate debt to my corps students between Feb. 20 and Mar. 8.
Hmm - I taught the Gheewalla opinion today (which was triggered by the wireless spectrum crash in the early 2000s). Warm-up question: "How many of you have heard of a company called WorldCom?" Guess how many of my 120 students raised their hands? *Zero*
#feelingold
#getoffmylawn
Interesting new opinion just dropped from VC Laster diving into the tempestuous border between immutable fiduciary duties and Delaware’s commitment to contractarian governance. 1/n