Business/Corporate Law

“I’ve looked at some of the language in the executive agreements. It’s totally baseless for [Musk] to seek termination with cause,” said Adam Badawi, a professor of law at the University of California, Berkeley. “To get terminated with cause, the circumstances have to be extreme, they have to kind of be malfeasance or someone did something illegal. 

“I can understand why smaller players wouldn’t want to be grouped with Meta,” said Andrew Bradt, professor of law at UC Berkeley School of Law. “Meta is the 800-pound gorilla, and the fear of guilt by association is understandable. On the other hand, I didn’t find their argument [about] the individualized nature of the applications persuasive at all. There are obvious efficiencies to be gained through centralized pretrial proceedings here, and I think the panel did the right thing.” 

Lecturer Shanin Specter and attorney Robert A. Clifford write in their OpEd, “Now, the Securities and Exchange Commission (SEC) has imposed $201 million in fines against Boeing and its CEO for misleading investors about the safety of the planes involved. However, there is still a need for criminal investigations into Boeing CEOs Dennis Muilenburg and David Calhoun.”

“California state law might be more amenable to facts that suggest a business who put products on Amazon felt that they couldn’t offer their products on rival platforms,” said UC Berkeley School of Law professor Prasad Krishnamurthy.

Fractional trading brokerages like Robinhood, meanwhile, are “a fly in the ointment,” to Buffett, says Professor Robert Bartlett, who co-authored a new study finding volumes of the most expensive stock in the U.S. have been artificially inflated by the way brokers like Robinhood report fractional trading. “Buffett wants to keep the price of his Class A shares high to attract long-term value investors. Those aren’t the people buying these fractional shares, and so they are undermining his main vision for the stock.”

The best efforts standard is vague and can be difficult to gauge, Professor Adam Badawi says, and establishing that someone has breached a best efforts obligation requires pretty extreme conduct. “You can’t hook someone up to a machine and figure out how much they’re trying,” he says. 

“The argument for settling at something lower is that litigation is expensive,” Professor Adam Badawi says of Musk’s effort to back out of his $44 billion deal to buy the social media network. “And this thing is so messy that it might not be worth it.”

Adam Sterling, executive director of the Berkeley Center for Law and Business, predicts an eventual court settlement that allows both sides to save face. “Twitter has an obligation to fight Musk on this, which they’d need to do because they have a fiduciary duty to do what’s best for shareholders and salvage the deal,” he says. 

Lecturer Shanin Specter, who won many of the pre-pandemic verdicts against Johnson & Johnson, cautions against assuming jurors’ mindsets have shifted. “Our experience was that good cases were bringing good verdicts, and bad cases were bringing bad verdicts,” he says. “I see absolutely no between the juries now or during the pandemic, or before the pandemic.”

One reason the case is so important to airlines is that they are likely to get a more pro-business outcome in the Supreme Court than with California’s lawmakers, Professor Catherine Fisk says. “The usual way of dealing with a policy disagreement is to get the legislature to enact a law,” she says. “What’s significant here is apparently the airlines couldn’t persuade the California legislature.”