October, 2023
TYPE I VS. TYPE II: DELAWARE COURTS DISCUSS ENFORCEABILITY OF PRELIMINARY AGREEMENTS
Oct. 22, 2023—Robert S. Reder & Evan T. Kowalski | 76 Vand. L. Rev. En Banc 133 (2023) | When parties to commercial negotiations reach an agreement on certain basic transaction terms but are not yet ready to proceed to definitive documentation, they frequently will sign a preliminary agreement—usually called a letter of intent or an agreement in...
“CHALKING UP A VICTORY FOR DEAL CERTAINTY”: CHANCERY COURT REINFORCES HIGH BAR TO ESTABLISHING “MAE” IN CONNECTION WITH IMPACT OF COVID-19
Oct. 22, 2023—Robert S. Reder & Zachary R. Ryan | 76 Vand. L. Rev. En Banc 119 (2023) | Market dislocations associated with the rapid spread of COVID19 beginning in early 2020 presented parties to pending M&A transactions with two thorny issues under the documentation governing their transactions: first, which party bore the risk of pandemic-related damage to...
Risk-Seeking Governance
Oct. 6, 2023—Brian J. Broughman & Matthew T. Wansley | 76 Vand. L. Rev. 1299 Venture capitalists (“VCs”) are increasingly abandoning their traditional role as monitors of their portfolio companies. They are giving startup founders more equity and control and promising not to replace them with outside executives. At the same time, startups are taking unprecedented risks—defying...
Bringing “Civil”ity into Immigration Law: Using the Federal Rules of Civil Procedure to Fix Immigration Adjudication
Oct. 6, 2023—Richard Frankel | 76 Vand. L. Rev. 1379 Government lawyers frequently argue, and courts have frequently held, that noncitizens in removal proceedings do not have the same rights as defendants in criminal proceedings. A common argument made to support this position is that removal proceedings are civil matters. Accordingly, a noncitizen facing deportation has fewer...
The Second Amendment’s “People” Problem
Oct. 6, 2023—Pratheepan Gulasekaram | 76 Vand. L. Rev. 1437 The Second Amendment has a “people” problem. In 2008, District of Columbia v. Heller expanded the scope of the Second Amendment, grounding it in an individualized right of self-protection. At the same time, Heller’s rhetoric limited “the people” of the Second Amendment to “law-abiding citizens.” In 2022,...
Mixed-Up Origins: The Case for a Gestational Presumption in Embryo Mix-Ups
Oct. 6, 2023—Betsy Anne Sugar | Vand. L. Rev. 1521 Embryo mix-ups—instances in which fertility clinics mistakenly implant one couple with another couple’s embryo—confound courts’ determinations of who, between the two couples, are the legal parents. Lax regulation of the fertility industry permitted this relatively new injury to develop, and it has led to morally and legally...
The Anticommons Intersection of Heirs Property and Gentrification
Oct. 6, 2023—Emma Ruth White | 76 Vand. L. Rev. 1561 Throughout history, internal and external pressures on Black landowners have resulted in the fragmentation of ownership through heirs property. This fragmentation is analogous to the erosion of community ties within minoritized neighborhoods susceptible to gentrification. Both contexts contribute directly to involuntary exit and land loss within...