October, 2020
Aruba Appraisal: Delaware Supreme Court Rejects Chancery Court’s Exclusive Reliance on Trading Price in Determining “Fair Value” Under DGCL § 262
Oct. 21, 2020—Robert S. Reder & Martin Shepherd | 73 Vand. L. Rev. En Banc 239 (2020) | “Consistent with DFC and Dell, Aruba II reaffirmed the important, if not dispositive, role that deal price usually plays in determining ‘fair value’ for purposes of DGCL § 262. One cannot ignore the fact that the Chancery Court retains broad...
Chancery Court––for the First Time–– Releases Buyer from Obligation to Close due to Target MAE
Oct. 21, 2020—Robert S. Reder & Katie Clemmons | 73 Vand. L. Rev. En Banc 227 (2020) | “Under the standard adopted by the Delaware Court of Chancery (‘Chancery Court’) in In re IBP Inc. Shareholders Litig., 789 A.2d 14 (Del. Ch. 2001) (‘IBP’), a buyer seeking release from its obligations under an acquisition agreement due to...
“White Men’s Roads Through Black Men’s Homes”: Advancing Racial Equity Through Highway Reconstruction
Oct. 19, 2020—Deborah N. Archer | 73 Vand. L. Rev. 1259 (2020) | Racial and economic segregation in urban communities is often understood as a natural consequence of poor choices by individuals. In reality, racially and economically segregated cities are the result of many factors, including the nation’s interstate highway system. In states around the country, highway...
Reputation and Authority: The FDA and the Fight over U.S. Prescription Drug Importation
Oct. 19, 2020—Thomas J. Bollyky & Aaron S. Kesselheim | 73 Vand. L. Rev. 1331 (2020) | There is popular and bipartisan support for legalizing the importation of lower-cost medicines from Canada to help reduce the high prescription drug costs that Americans pay. Despite the wide interest in this policy, attempts over the last sixteen years to...
Corporate Law and Social Risk
Oct. 19, 2020—Stavros Gadinis & Amelia Miazad | 73 Vand. L. Rev. 1401 (2020) | Over a quarter of total assets under management are now invested in socially responsible companies. This turn to sustainability has gained solid ground over the last few years, earning the commitment of hundreds of CEOs and dominating the global business agenda. This...
“The New Weapon of Choice”: Law’s Current Inability to Properly Address Deepfake Pornography
Oct. 19, 2020—Anne Pechenik Gieseke | 73 Vand. L. Rev. 1479 (2020) | Deepfake technology uses artificial intelligence to realistically manipulate videos by splicing one person’s face onto another’s. While this technology has innocuous usages, some perpetrators have instead used it to create deepfake pornography. These creators use images ripped from social media sites to construct—or request...
The Standing of Article III Standing for Data Breach Litigants: Proposing a Judicial and a Legislative Solution
Oct. 19, 2020—Devin Urness | 73 Vand. L. Rev. 1517 (2020) | Data breaches are not going away. Yet victims still face uncertainty when deciding whether and where to file cases against companies or other institutions that may have mishandled their information. This is especially true if the victims have not yet experienced a financial harm, like...