Columbia Law School
Sky Blog
Finite Ventures
A corporation is perpetual by default – but its lifespan can easily be limited through either a charter provision or contract. Does anyone actually do that? Indeed they do – and for good reason – as I explain in a …
Andrew A. Schwartz
How Elon Musk Won Back His Tesla Compensation
Elon Musk can cash the largest paycheck in history, the Supreme Court of Delaware has ruled in a narrow and sensible opinion grounded in longstanding principles of equity and contract law.
To catch up: Tesla and Musk entered into an …
How to Fix the Crowdfunding Compliance Crisis
The U.S. investment crowdfunding market is quietly facing a crisis.
A troubling number of startups have raised capital from everyday investors under Regulation Crowdfunding (Reg CF)—and then disappeared, ghosting the crowd by failing to file the annual reports required by …
McRitchie v. Zuckerberg: Fiduciary Duties are Firm-Specific
In a recent case involving Meta (née Facebook), the Delaware Court of Chancery issued an important opinion that speaks to the fundamental nature of corporate governance. Nearly everyone knows that corporate directors owe fiduciary duties to “the corporation and its …
How Brand Ambassadors Illustrate the Power of Private Ordering in Investment Crowdfunding
In a new book, I discuss “investment crowdfunding” (also known as “equity crowdfunding” or “securities crowdfunding”), an inclusive new type of online venture capital market – it’s like Kickstarter, except you get a share of stock. More formally, …
A COVID-19 Quandary: Does a Force Majeure Clause Displace the Frustration Doctrine?
The frustration (or “frustration of purpose”) doctrine excuses a party from its contractual obligations when an extraordinary event completely undermines its principal purpose in making the deal. Historically, the doctrine has played a marginal role in contract law, as parties …
COVID-19: Impossible Contracts and Force Majeure
The COVID-19 pandemic of 2020 – as well as government orders to contain it – have prevented countless people, babysitters to basketball players, from fulfilling their contracts. Are all of these parties legally liable for breaching their contracts? Or …