@ProfEricTalley@lor.sh Ⓜ️ 🦣 🫡 @ProfEricTalley Twitter profile

Pinned Tweet

@[email protected] Ⓜ️ 🦣 🫡

2 years

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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@ProfEricTalley

2 years

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....

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@ProfEricTalley

2 years

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...

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@ProfEricTalley

2 years

Is it ok that I'm awkwardly enamored with this comment from my spring term teaching evals...?

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@ProfEricTalley

2 years

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 .

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@ProfEricTalley

2 years

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...

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@ProfEricTalley

2 years

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/

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@ProfEricTalley

2 years

I have started traveling with an HDMI cable, which can turn an ordinary hotel room into an office with a kick-ass monitor!

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@ProfEricTalley

4 years

Super-excited to have @linamkhan joining the Columbia Law School faculty this fall!

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@ProfEricTalley

2 years

Get ready -- this missive from Wachtell is short, but pretty clear...

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@ProfEricTalley

2 years

Now that it’s over(?), here are my 10 takeaways from the TWTR-Musk saga: 1/11

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@ProfEricTalley

3 years

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!

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@ProfEricTalley

2 years

Hanging out with @Trevornoah at @ColumbiaLaw 's Medal for Excellence ceremony. You can tell how excited he is to meet me. :)

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@ProfEricTalley

2 years

Many thanks and hearty congratulations to the peerless ⁦ @ColumbiaLaw ⁩ Class of 2022.

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@ProfEricTalley

3 years

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!

Academic Fellows Program

The Academic Fellows Program was created to support future legal academics. Candidates must have the strongest academic credentials and show substantial promise of becoming outstanding legal scholars.

www.law.columbia.edu

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@ProfEricTalley

3 years

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!

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@ProfEricTalley

2 years

My first Faculty Photo in 1995. Rockin' the CRT monitor and the mock turtleneck. (Obv. this was before color photography was a thing.)

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@ProfEricTalley

2 years

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.]

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@ProfEricTalley

2 years

Who’s surprised?

Elon Musk Sells Almost $4 Billion of Tesla Stock After Twitter Takeover

The sale this month of 19.5 million shares came after the billionaire completed his $44 billion purchase of Twitter.

www.wsj.com

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@ProfEricTalley

2 years

Second Circuit just reversed the Citibank/Revlon mistaken payment opinion from SDNY!

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@ProfEricTalley

4 years

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!

Everything We’ve Learned About Modern Economic Theory Is Wrong

Ole Peters, a theoretical physicist in the U.K., claims to have the solution. All it would do is upend three centuries of economic thought.

www.bloomberg.com

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@ProfEricTalley

2 years

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....

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@ProfEricTalley

3 years

@anup_malani All good points. But you neglected to mention the importance of flossing. Every day.

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@ProfEricTalley

3 years

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.

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@ProfEricTalley

3 years

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

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@ProfEricTalley

2 years

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.

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@ProfEricTalley

5 years

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.

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@ProfEricTalley

2 years

Odd confession: Once when I was in grad school, I agreed to babysit a 3yo Sam Bankman-Fried for about 2 hours. (I was paid in cash.)

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@ProfEricTalley

2 years

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

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@ProfEricTalley

2 years

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.

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@ProfEricTalley

3 years

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”

Elon Musk Makes $43 Billion Bid for Twitter, Says ‘Civilization’ At Stake

Elon Musk proposed buying the social-media company for $54.20 a share in cash, calling it his “best and final offer.”

www.wsj.com

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@ProfEricTalley

2 years

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!

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@ProfEricTalley

2 years

If @elonmusk 's strategy in negotiations with $TWTR is anything like his genius capitulation-strategy for Ukraine, SHs gonna get the full $54.20 nut by week's end.... @puppyeh1 @kmedved @chancery_daily @compound248 @AnnMLipton @SJOldValueGuy

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@ProfEricTalley

2 years

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.)

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@ProfEricTalley

2 years

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.

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@ProfEricTalley

2 years

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!

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@ProfEricTalley

2 years

Hey @elonmusk -- here's something you can fix. (That'll be $8 please).

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@ProfEricTalley

2 years

In some professional news, I finished grading nearly 300 s̶t̶u̶l̶t̶i̶f̶y̶i̶n̶g̶l̶y̶ ̶b̶o̶r̶i̶n̶g̶ ̶s̶h̶o̶r̶t̶ ̶s̶t̶o̶r̶i̶e̶s̶ first-rate corporations exams today.

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@ProfEricTalley

3 years

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)

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@ProfEricTalley

2 years

🧵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

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@ProfEricTalley

2 years

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 🤖)

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@ProfEricTalley

2 years

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 .

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@ProfEricTalley

2 years

@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

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@ProfEricTalley

3 years

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.

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@ProfEricTalley

3 years

Hard not to think of my dad today (1937-2020)…a mentor, role model, and rock of stability. Thanks for making me a better father, pops.

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@ProfEricTalley

3 years

Helpful guide

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@ProfEricTalley

2 years

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

Elon Musk tries to explain why Tesla shares are tanking

As Tesla shares sank 8% on Tuesday, reaching a new 52-week low, CEO Elon Musk tried to blame macroeconomic factors.

www.cnbc.com

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@ProfEricTalley

2 years

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.🫤⚖️

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@ProfEricTalley

2 years

Can't wait to welcome my (soon-to-be) new @ColumbiaLaw colleague, @dorothy_s_lund !!!

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@ProfEricTalley

4 years

Beaming with delight at the Nobel Prize for Paul Milgrom (my PhD advisor!) and Robert Wilson. Incredible news!

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@ProfEricTalley

2 years

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.

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@ProfEricTalley

2 years

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.

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@ProfEricTalley

4 years

Just taught my 16yo son to run regressions on Stata. Feeling a little misty-eyed....

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@ProfEricTalley

4 years

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).

Jens Frankenreiter

@rankenfreiter

4 years

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!

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@ProfEricTalley

2 years

It still goes on the CV, right?

Political Turmoil in Britain: Conservatives Scramble to Replace Liz Truss as U.K. Leader (Published...

Ms. Truss announced her resignation after six weeks in office, as virtually all her signature tax cuts were being reversed, a stark repudiation of her leadership.

www.nytimes.com

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@ProfEricTalley

3 years

"Rolling" office hours around Central Park with my corporate law students....

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@ProfEricTalley

2 years

"The arc of the arbitrage universe is long, but it bends toward price discovery."

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@ProfEricTalley

2 years

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/

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@ProfEricTalley

2 years

The immense intellectual energy of the ⁦ @ColumbiaLaw ⁩ 1L students seems to have broken our building.

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@ProfEricTalley

2 years

Most interesting and impassioned legal disputes are neither black nor white, but rather in a significantly gruyere zone...

US-made cheese can also be called 'gruyere', court rules

A US appeal court has ruled that cheeses from outside Switzerland and France can be called "gruyere".

www.bbc.com

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@ProfEricTalley

3 years

@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.

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@ProfEricTalley

4 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

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@ProfEricTalley

3 years

OMG is this what Twitter's future SEC filings are going to look like?

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@ProfEricTalley

2 years

Check it out!

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@ProfEricTalley

2 years

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...

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@ProfEricTalley

4 years

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.

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@ProfEricTalley

2 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/

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@ProfEricTalley

2 years

Check it out 👇

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@ProfEricTalley

2 years

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....)

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@ProfEricTalley

2 years

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

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@ProfEricTalley

3 years

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.

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@ProfEricTalley

4 years

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?

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@ProfEricTalley

2 years

Tell me you are procrastinating on exam grading without telling me you are procrastinating on exam grading...

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@ProfEricTalley

2 years

This is pretty much what everyone says abut you. :)

Elon Musk

@elonmusk

2 years

Say what you want about me, but I acquired the world’s largest non-profit for $44B lol

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@ProfEricTalley

2 years

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...

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@ProfEricTalley

2 years

Five take-aways from today’s very lively and entertaining TWTR/Musk hearing:

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@ProfEricTalley

4 years

Long time coming, but this machine learning analysis of constitutional debate is finally out (with awesome co-authors @JulianNyarko and David Pozen)

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@ProfEricTalley

2 years

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.

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@ProfEricTalley

3 years

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…

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@ProfEricTalley

10 months

One nice thing about having adult kids is the quality of my stocking stuffers

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@ProfEricTalley

2 years

Big guns coming out…. Twitter hires US law firm Wachtell to sue Musk for ending $44bn takeover | Financial Times

Twitter hires US law firm Wachtell to sue Elon Musk for ending $44bn takeover

Social media group prepares to file suit vowing to hold billionaire to original deal terms

www.ft.com

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@ProfEricTalley

2 years

@chancery_daily You deserve a break, Chance -- you've been a national treasure throughout this drama. A bona fide celebrity legal nerd....

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@ProfEricTalley

2 years

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.

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@ProfEricTalley

2 years

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.

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@ProfEricTalley

2 years

Thanks to an amazing contracts class, not to mention this exceptional group of TAs (all from last year's class). They made my job easy.

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@ProfEricTalley

4 years

Congrats to my brilliant and heroic spouse!

New Academy Members

Elected in 2024

www.amacad.org

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@ProfEricTalley

4 years

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....

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@ProfEricTalley

4 years

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🦃

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@ProfEricTalley

4 years

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.)

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@ProfEricTalley

3 years

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...

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@ProfEricTalley

3 years

From one of my corps students. He kinda nails it, actually. @amiirspeak

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@ProfEricTalley

2 years

It’s a wrap - lots-o-grades submitted. What’d I miss today?

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@ProfEricTalley

2 years

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!

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@ProfEricTalley

2 years

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.

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@ProfEricTalley

2 years

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.

Jimmy Carter, 98, Opts for Hospice Care (Published 2023)

The 39th president has decided to forgo further medical treatment and will “spend his remaining time at home with his family,” the Carter Center announced.

www.nytimes.com

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@ProfEricTalley

2 years

@compound248 But in fairness, he did have to pay the legal bills of both sides....

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@ProfEricTalley

2 years

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).

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@ProfEricTalley

2 years

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.

Musk Risks 'Battle Royale' With Creditors as He Remakes Twitter

Elon Musk’s project to overhaul Twitter Inc. after taking it private carries potential legal risks, even though the billionaire doesn’t have to worry about keeping shareholders happy.

news.bloomberglaw.com

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@ProfEricTalley

2 years

A few thoughts on the Twitter byout debt, as original underwriting banks attempt to syndicate out debt (reportedly) at 60% of par. 1/

Twitter Buyout Loans Get Bid at 60 Cents as Banks Sound Out Investors

www.bloomberg.com

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@ProfEricTalley

3 years

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

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@ProfEricTalley

1 year

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

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