As a law student focused on learning the ins and outs of corporate law, it can sometimes feel like the only goal that matters in business is the bottom line. Between fiduciary duties, profit-maximizing principles, and shareholder primacy, the space for societal good often feels like an afterthought\u2014if it’s considered at all. So when I attended the 2025 Richard H. Walker \u201975 Chair in Business Law Lecture on March 26, 2025, hosted by Professor Harwell Wells and featuring Gregory Varallo\u2019 83, I expected to hear about high-stakes litigation, maybe some war stories on practicing in Delaware, and definitely something about Elon Musk. I didn\u2019t expect to walk away with a renewed sense of how corporate litigation\u2014specifically settlements\u2014can actually be a tool for meaningful, even moral, progress.<\/p>\n
Varallo spent 36 years as a top corporate defense attorney before crossing the aisle to become a plaintiff-side litigator at Bernstein Litowitz Berger & Grossmann LLP. Most recently, he gained national attention for his work in Tornetta v. Musk, where he helped strike down Elon Musk\u2019s $55.8 billion compensation package\u2014a case that\u2019s already reshaping the conversation around executive pay and shareholder power. But what stayed with me wasn\u2019t just the headline-grabbing wins. It was Varallo\u2019s view that corporate litigation can\u2014and should\u2014be about more than money. It can be about reform, about equity, and about social progress.<\/p>\n
Throughout the conversation, Varallo walked the audience through major cases where litigation led to lasting corporate reform. He emphasized the power of creative settlement agreements\u2014often overlooked or seen as compromises\u2014as tools to drive meaningful and lasting societal change. One standout example involved a sexual discrimination case against Fox Corporation. Rather than simply negotiating a financial payout, the parties structured a settlement that required the creation of a Workplace Inclusion Council within the company. This council was given real authority: to oversee Fox\u2019s internal compliance with workplace misconduct laws, and it was granted the ability to publish dissenting opinions directly in the company\u2019s proxy statements. This format not only increases internal accountability but also brings governance issues into the public eye\u2014shifting what\u2019s normally a private resolution into a mechanism for transparency and reform. Creative settlement agreements illustrate to me how litigation\u2014when approached creatively\u2014can turn moments of corporate crisis into opportunities for cultural and institutional transformation. This model can be replicated in other settlements\u2014proof that even within the traditionally conservative realm of corporate governance, change is possible when creative lawyering meets genuine advocacy. Varallo\u2019s point was clear: settlements don\u2019t have to be the end of a story. Sometimes, they\u2019re the beginning of something better.<\/p>\n
Varallo also discussed cases that involved larger questions of public trust and institutional accountability. In the FirstEnergy bribery scandal\u2014described by federal prosecutors as the largest political corruption case in Ohio history\u2014shareholders sued after the company funneled $60 million to state lawmakers in exchange for favorable legislation. The result? A $180 million recovery and the removal of six directors, along with governance reforms aimed at curbing political spending. The case wasn\u2019t just about recovering losses, it was about restoring integrity to a system that had gone off the rails.<\/p>\n
Even in cases where litigation didn\u2019t end in a win, like AmerisourceBergen and its alleged role in the repackaging and distribution of pre-filled syringes that were not approved by the U.S. Food and Drug Administration, Varallo explained how lawsuits can expose damaging patterns of behavior, to raise public awareness, and to set the stage for future change. As a student, it reminded me that \u201closing\u201d a case doesn\u2019t always mean failure\u2014sometimes it just means laying the groundwork.
\nIn a more reflective moment, Varallo turned from advocating for legal practices to advocating for integrity. He emphasized the importance of an independent judiciary, pointing to Tornetta and similar cases as examples where courts valiantly resisted public and media pressure to uphold core principles of fiduciary accountability. Integrity, he advocated, is the most important quality in both boardrooms and courtrooms\u2014and it\u2019s something that cannot be contemplated but must be demanded. Whether you\u2019re serving on a board, advising a client, or sitting on the bench, what ultimately matters is integrity. That stuck with me.
\nFor students like me, the lecture offered more than case summaries. It was a powerful reminder that corporate litigation is not inherently finance-focused or purely adversarial. When shaped by people who care about long-term consequences and equity, the legal system can correct course\u2014not just for companies, but for the communities they impact. In Greg<\/p>\n
Varallo\u2019s vision of the law, the courtroom, and settlement negotiations, can and should be a place not only for judgment, but for progress.
\nAuthor bio: Anthony Essick is a second-year law student at Temple University Beasley School of Law interested in pursuing a career in corporate transactional law.<\/p>\n","protected":false},"excerpt":{"rendered":"
As a law student focused on learning the ins and outs of corporate law, it can sometimes feel like the only goal that matters in business is the bottom line. Between fiduciary duties, profit-maximizing principles, and shareholder primacy, the space for societal good often feels like an afterthought\u2014if it’s considered at all. So when I attended the 2025 Richard H. Walker \u201975 Chair in Business Law Lecture on March 26, 2025, hosted by Professor Harwell Wells and featuring Gregory Varallo\u2019 83, I expected to hear about high-stakes litigation, maybe some war stories on practicing in Delaware, and definitely something about Elon Musk. I didn\u2019t expect to walk away with a renewed sense of how corporate litigation\u2014specifically settlements\u2014can actually be a tool for meaningful, even moral, progress. Varallo spent 36 years as a top corporate defense attorney before crossing the aisle to become a plaintiff-side litigator at Bernstein Litowitz Berger & Grossmann LLP. Most recently, he gained national attention for his work in Tornetta v. Musk, where he helped strike down Elon Musk\u2019s $55.8 billion compensation …<\/p>\n","protected":false},"author":25,"featured_media":7620,"comment_status":"closed","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[90],"tags":[],"audience":[],"coauthors":[1080],"class_list":["post-7619","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-student-commentary"],"yoast_head":"\r\n