April, 2020
Spring 2020 Alumni Newsletter
Apr. 21, 2020—Vanderbilt Law Review Alumni Newsletter Spring 2020
Chancery Court Denies Rescission of Merger Agreement Where “Indispensable” Company Stockholders Not Named as Parties to Litigation
Apr. 21, 2020—Robert S. Reder & Jacob R. Haskins | 73 Vand. L. Rev. En Banc 105 (2020) | It is customary, when a private corporation with numerous stockholders is sold, for a representative to be appointed to act on behalf of the stockholders if a dispute arises post-closing with respect to a purchase price adjustment or...
Norcraft Appraisal: Chancery Court Gives No Weight to Deal Price Negotiated in a Conflicted CEO-Led Transaction with a Flawed Sales Process
Apr. 21, 2020—Robert S. Reder & Szymon S. Barnas | 73 Vand. L. Rev. En Banc. 93 (2020) | “[I]n Blueblade Capital Opportunities LLC v. Norcraft Companies, Inc., No. CV 11184-VCS, 2018 WL 3602940 (Del. Ch. July 27, 2018) (hereinafter “Norcraft Appraisal Action”), the Chancery Court determined that neither the deal price produced by the sales process...
Statistical Precedent: Allocating Judicial Attention
Apr. 20, 2020—Ryan W. Copus | 73 Vand. L. Rev. 605 | Suffering from a well-covered “crisis of volume,” the U.S. Courts of Appeals have patched together an ad hoc system of triage in an effort to provide cases with sufficient attention. For example, only some cases are assigned to central staff, analyzed by law clerks, orally...
Reconstructing the Congressional Guarantee of Republican Government
Apr. 20, 2020—David S. Louk | 73 Vand. L. Rev. 673 | The Republican Guarantee Clause of Article IV, Section 4 promises that “[t]he United States shall guarantee to every State in this Union a Republican Form of Government.” Although this clause might seem to confer significant power to oversee the political structures of the states, ambiguity...
Litigating Citizenship
Apr. 20, 2020—Cassandra Burke Robertson & Irina D. Manta | 73 Vand. L. Rev. 757 | By what standard of proof—and by what procedures—can the U.S. government challenge citizenship status? That question has taken on greater urgency in recent years. News reports discuss cases of individuals whose passports were suddenly denied, even after the government had previously...
Social Checks and Balances: A Private Fairness Doctrine
Apr. 20, 2020—Michael P. Vandenbergh | 73 Vand. L. Rev. 811 | This Essay proposes a private standards and certification system to induce media firms to provide more complete and accurate information. It argues that this new private governance system is a viable response to the channelized flow of information that is exacerbating political polarization in the...
Reviving “Dead Letters”: Reimagining Federal Rule of Evidence 410 as a Conditional Privilege
Apr. 20, 2020—Peter G. Cornick | 73 Vand. L. Rev. 857 | Though understudied relative to its fellow specialized relevance rules, Federal Rule of Evidence 410 protects a crucial element of the criminal justice system: plea negotiations. As written, the rule prevents the admission of evidence gathered during plea discussions, which helps assure criminal defendants that their candid...
Rejection Hurts: Trademark Licenses and the Bankruptcy Code
Apr. 20, 2020—Amanda E. James | 73 Vand. L. Rev. 889 | Section 365 of the Bankruptcy Code empowers debtors to reject burdensome executory contracts. From 1988 until May 2019, the effect of such a rejection on trademark licenses was unclear. The Supreme Court’s recent decision in Mission Product Holdings, Inc. v. Tempnology, LLC settled the matter...