September, 2021
Reimagining Energy
Sep. 21, 2021—Monika U. Ehrman | 74 Vand. L. Rev. En Banc 489 (2021) | This Response suggests that energy laws should support the advancement of carbon-neutral technologies and other infrastructure to reduce greenhouse gas emissions. This support requires a reimagining of our energy system, involving the entire energy lifecycle—from production to consumption, through abandonment and reuse....
The Distributive Impacts of Nudnik-based Activism
Sep. 10, 2021—Meirav Furth-Matzkin | 74 Vand. L. Rev. En Banc 469 (2021) | In Theory of the Nudnik: The Future of Consumer Activism and What We Can Do to Stop It, Professors Yonathan Arbel and Roy Shapira propose that nudnik customers should be lauded for acting as engines of market discipline. According to Arbel and Shapira,...
Remaking Carceral Policy: A Response to Littman
Sep. 10, 2021—Keramet Reiter | 74 Vand. L. Rev. En Banc 457 (2021) | Aaron Littman’s Jails, Sheriffs, and Carceral Policymaking marshals an immense amount of empirical data, drawn from a dizzying array of legal and policy sources, to reframe our thinking about what is and should be possible in criminal justice reform at the local level....
Fall 2021 Alumni Newsletter
Sep. 9, 2021—Keep up to date and check out our Fall 2021 Vanderbilt Law Review Alumni Newsletter! Featuring members’ summer employment, clerkships, Paw Review, and so much more! VLR Fall 2021 Alumni Newsletter
Chancery Court Refuses To Dismiss Aiding and Abetting Claim Against Target Company Financial Advisor, but Grants Dismissal to Outside Counsel and Buyer
Sep. 6, 2021—Robert S. Reder & Katherine H. Monks | 74 Vand. L. Rev. En Banc 445 (2021) | In a search for deep-pocketed defendants in M&A-related stockholder litigation, plaintiffs often add aiding and abetting claims against financial advisors, outside counsel, and buyers to the underlying breach of fiduciary duty claims. Consider, for example, RBC Cap. Mkts.,...
Neutralizing the “800-[P]ound [G]orilla”: Chancery Court Denies Motions To Dismiss Breach of Fiduciary Duty Claims Against Controlling Stockholder Engaged in Conflicted Transaction and Special Committee Members
Sep. 2, 2021—Robert S. Reder & Lisa Orucevic | 74 Vand. L. Rev. En Banc 431 (2021) | The Delaware Court of Chancery (“Chancery Court”) generally is suspicious of a transaction involving a corporation and its controlling stockholder “where the controller indisputably stands on both sides” (quoting Viacom Litigation here and throughout the piece unless otherwise noted)....
Pleading-Stage Dismissal via Corwin Denied to 34.8% Stockholder Alleged To Control Both Sides of Challenged Transaction
Sep. 2, 2021—Robert S. Reder & John K. Neal, Jr. | 74 Vand. L. Rev. En Banc 419 (2021) | Under the Delaware Supreme Court’s landmark ruling in Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304 (Del. 2015) (“Corwin”), a transaction “approved by a fully informed, uncoerced vote of the disinterested stockholders” will attract business judgment...
Chancery Court Again Refuses Preliminary Dismissal due to Well-Pled Allegations that Sale Process Orchestrated by Target Company Fiduciary Failed To Satisfy Revlon Standards
Sep. 1, 2021—Robert S. Reder & Victoria D. Selover | 74 Vand. L. Rev. En Banc 407 (2021) | Several recent decisions of the Delaware Court of Chancery (“Chancery Court”) have considered the interplay between two iconic Delaware Supreme Court decisions rendered in the corporate sale context: Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d...