The Dark Side of Private Equity

This article will focus on shifting regulatory and legal landscapes and how delays may create harsh obstacles in a multi-stage project financing framework.15 The article will begin by discussing the increasing politization of Offshore Wind as a background for the industry’s recent shifts in policy. Next, the article will discuss regulatory volatility, with a focus on the Trump Administration’s January 20th executive order and Section 232 tariff inquiry. Finally, the article will conclude by discussing potential legal avenues developers and states may take (and have already taken) in challenging administrative actions that are averse to Offshore Wind development.

• 15Chad T. Marriott & Heather L. Stewart, Project Finance for Wind Power Projects, Stoel Rives LLP (2022), https://perma.cc/FG4N-FUKL.

In February 2025, the Delaware Supreme Court reversed the Court of Chancery’s ruling in Maffei v. Palkon, holding that TripAdvisor Inc.’s decision to reincorporate from Delaware to Nevada should be reviewed under the business judgment rule, rejecting the entire fairness standard. The decision came amid growing corporate dissatisfaction with Delaware courts—particularly following Tornetta v. Musk and In re Match—and a consequent uptick in companies considering "DExit."

Democrats and Republicans strongly disagree about climate policy. This Article explains how these political disagreements can affect greenhouse gas emissions of private-sector corporations. Combining a hand-collected dataset tracking the careers of U.S. state governors over two decades and a proprietary emissions database, I find that companies release more greenhouse gas emissions when their headquarter state has a Republican governor. To establish a causal connection between gubernatorial partisanship and corporate emissions, I analyze the effect of close elections. After a Republican replaces a Democratic governor in a closely contested election, which cannot be easily predicted in advance, companies headquartered in that state increase their greenhouse gas emissions. These empirical results are consistent with anecdotal evidence that companies face significantly more pressure from Democratic governors to adopt climate-friendly policies than from Republicans. Companies may increase carbon emissions during Republican rule because they anticipate that these governors are less likely to propose new climate regulations or enforce existing environmental laws.

The Article’s findings have three major legal and policy implications. First, it suggests that managers may use discretion over business operations to cater to the preferences of powerful politicians, in both shareholder- and stakeholder-centric models of corporate governance. Second, the empirical analysis in this Article suggests that voluntary pledges by corporations to reduce pollution have limited effect. Elections have consequences for corporate emissions, and voluntary corporate actions may not suffice to reduce pollution as long as approximately half of state governors are skeptical about climate change mitigation. Thus, the findings raise questions about whether corporate social responsibility (CSR) is an effective substitute for a broader political consensus on climate change mitigation. Finally, this Article provides a novel justification for mandatory corporate disclosure of greenhouse gas emissions. Investors, equipped with information about firms’ climate impact, will be able to push managers to become more prosocial and diminish the magnitude of the political carbon cycle, assuming that investors are willing and able to use that information.

The Capital Market doesn’t get much love these days. It is viewed with suspicion in many quarters, and graduates who take jobs related to finance are described as “selling out.” Rather than defending them on their own terms, many seem to think that they are valuable as a means to achieve other—largely unrelated—social goals. This Article, adapted from a pair of lectures in the first quarter of 2024, pushes back against these perceptions. It explains the vital role that the capital market plays in our society and cautions against grafting on secondary objectives. Rather, efforts to regulate the capital market should focus on furthering its primary function so as to promote the common good it already serves.

Bad actors launder dirty money through cryptocurrency non-custodial service providers, including cryptocurrency unhosted wallets, non-custodial mixers, and decentralized exchanges (DEXs). Unlike banks and other traditional financial intermediaries, these providers do not take custody of payment assets. Therefore, the Bank Secrecy Act (BSA) cannot require them to comply with its substantive obligations, such as monitoring and reporting of suspicious payment activities associated with money laundering. As a result, law enforcement agencies are unable to obtain useful reports and records to effectively investigate money laundering and prosecute bad actors.

To address this issue, this Article analyzes how cryptocurrency non-custodial service providers, despite not taking custody of payment assets, can retain a certain degree of controlling power over payment assets in three key dimensions: (1) clearing and settlement, (2) asset ownership, custody, and balance sheet recording, and (3) governance. This Article argues that the BSA should cover some of the cryptocurrency non-custodial service providers that can retain a certain degree of controlling power over payment assets. This Article argues that the BSA’s definition of “money transmitting business,” which merely considers the second dimension, is unable to accurately measure the collective degree of control a cryptocurrency service provider has over payment assets, namely cryptocurrencies. As such, this Article argues that the BSA should measure the collective degree of controlling power a service provider has over payment assets through all three dimensions. These three dimensions serve as variables within this framework: the more variables present, the greater the degree of collective control a provider has over cryptocurrency payments, and the more likely it is to fall within the scope of the regulatory perimeter of the BSA.