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I am something of a connoisseur of internet amplified graduation speeches. I just like the genre when it’s done well.  The best one ever delivered is David Foster Wallace’s 2005 commencement address at Kenyon College, “This Is Water.” It has no tie in to this post. I just like an excuse to mention it. If you haven’t listened to it, you should, it will improve your next ordinary Tuesday in the trenches of adult American life.

What does have something to do with this post is a different commencement speech I came across more recently: Jerry Seinfeld’s 2024 address at Duke. It’s funny, as you’d expect, but buried in the jokes is an observation that stuck with me. Seinfeld’s point, more or less, is that people today have the whole shame calculus backwards. They’re proud of things they should be embarrassed about, and embarrassed about things they should be proud of.

Turns out Seinfeld isn’t the first person to notice this, and it isn’t just a bit. James Traub piece in the Atlantic a few years back, “Have They No Sense of Decency?,” made essentially the same observation in a more sober register: shame just doesn’t operate the way it used to. If you are in a more right-of-center mood, Peggy Noonan’s piece in the Wall Street Journal, “The Senator’s Shorts and America’s Decline,” discussing John Fetterman’s fashion choices gets at the same thing.

Conduct that would have ended a career or a marriage a generation ago, or at least would be a source of significant embarrassment, barely registers today. People shrug it off, deny it, spin it, or double down. Nobody gets caught doing something obnoxious, disreputable or illegal and slinks off in disgrace anymore. They go on a podcast tour.

I bring all this up because it comes up, almost verbatim, in a conversation I have with clients on a fairly regular basis.

Continue Reading Nobody’s Embarrassed Anymore (So Stop Counting on It)

I like writing this blog. What I don’t like is coming up with ideas for it. Pennsylvania courts just aren’t pumping out business divorce cases with the frequency I’d like to keep the posts flowing. But occasionally we get a gem. The Superior Court’s recent decision in Cramer v. Kaplin Stewart Meloff Reiter & Stein, P.C., 2026 WL 1961013 (Pa. Super. July 7, 2026), gives us plenty to talk about.

The holding is not groundbreaking — Pennsylvania law requires a derivative plaintiff to make a demand on the corporation, and failure to make that demand is fatal to the claim. I’ve written about this before (see my prior post on the demand requirement). The interesting part is the context in which the demand issue reached the court. That context gives us a peek into the messy world of business divorce litigation, puts some creative lawyering on display, and suggests how it could have been executed better.

The Freezeout, the Firm, and the Failed Demand

Evan Cramer and his brother Matthew were co-equal 50% owners of two companies — M. Cramer & Associates LLC and Philadelphia Theatrical Supply, Inc. The Kaplin Stewart law firm represented the companies for years. When the brothers’ relationship broke down, Matthew (per the complaint) went to Kaplin Stewart for help pushing Evan out, which the complaint alleges the firm provided.

Setting aside the apparent conflict of interest, the Kaplin Stewart attorneys apparently failed to consider or advise Matthew on the potential impact the freezeout could have on the companies’ financing and bonding facilities, both of which Evan and Matthew personally guaranteed. As a result of the alleged freezeout, the companies’ lender refused to extend their line of credit without Evan’s consent, bonded contracts fell through, and the businesses started circling the drain. Id. at *3.

Continue Reading You can’t back-date a derivative action into existence — even by settlement.