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Documenting Bankrupted Slaves

May. 22, 2018—Documenting-Bankrupted-Slaves AUTHOR Rafael I. Pardo Robert T. Thompson Professor of Law, Emory University.

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Bankrupted Slaves

May. 22, 2018—Bankrupted-Slaves ABSTRACT Responsible societies reckon with the pernicious and ugly chapters in their histories. Wherever we look, there exist ever-present reminders of how we failed as a society in permitting the enslavement of millions of black men, women, and children during the first century of this nation’s history. No corner of society remains unstained. As...

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Regulating Fintech

May. 22, 2018—Regulating-Fintech ABSTRACT The financial crisis of 2008 has led to dramatic changes in the way that finance is regulated: the Dodd-Frank Act imposed broad and systemic regulation on the industry on a level not seen since the New Deal. But the financial regulatory reforms enacted since the crisis have been premised on an outdated idea...

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Plaintiff Cities

May. 22, 2018—Plaintiff-Cities ABSTRACT When cities are involved in litigation, it is most often as defendants. However, in the last few decades, cities have emerged as aggressive plaintiffs, bringing forward hundreds of mass-tort style claims. From suing gun manufacturers for the scourge of gun violence, to bringing actions against banks for the consequences of the subprime mortgage...

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The Political Economy of Corporate Exit

May. 22, 2018—The-Political-Economy-of-Corporate-Exit ABSTRACT Corporate political activity is understood to include financial contributions, lobbying efforts, participation in trade groups, and political advertising, all of which give corporations a “voice” in public decisionmaking. This Essay contends that the accepted definition of corporate political activity overlooks the importance of “exit.” Corporations do not need to spend money to exert...

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Rethinking Conspiracy Jurisdiction in Light of Stream of Commerce and Effects-Based Jurisdictional Principles

May. 22, 2018—Rethinking-Conspiracy-Jurisdiction-in-Light-of-Stream-of-Commerce-and-Effects-Based-Jurisdictional-Principles ABSTRACT For decades, some courts have been willing to exercise personal jurisdiction over nonresident defendants based solely on the forum contacts of their coconspirators. This practice, termed “conspiracy jurisdiction,” has proven controversial among courts and commentators alike. On one hand, the actions of one member of a conspiracy are ordinarily attributable to other members...

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Neuronal Testimonial: Brain-Computer Interfaces and the Law

May. 22, 2018—Neuronal-Testimonial-Brain-Computer-Interfaces-and-the-Law ABSTRACT Scientific researchers have developed a method of using brain-scanning technology to determine if patients in a coma-like condition, known as a “vegetative state,” are conscious despite their inability to communicate verbally or via motor actions. While in a brain scanner, patients “answer” yes-or-no questions by envisioning specific scenarios that activate different parts of...

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Going Private: Climate Action by Businesses and Individuals

May. 9, 2018—Going-Private Reviewed: Michael P. Vandenbergh and Jonathan M. Gilligan, BEYOND POLITICS: THE PRIVATE GOVERNANCE RESPONSE TO CLIMATE CHANGE. Cambridge University Press 2017. AUTHOR Daniel A. Farber Sho Sato Professor of Law, University of California, Berkeley.

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Delaware Court Summons Corwin to Dismiss Breach of Fiduciary Duty Claim Grounded in Allegations of Director Self-Interest in Connection with Merger

Apr. 4, 2018—Delaware-Court-Summons-Corwin-to-Dismiss-Breach-of-Fiduciary-Duty-Claim-Grounded-in-Allegations-of-Director-Self-Interest-in-Connection-with-Merger ABSTRACT Also determines that plaintiffs failed to adequately allege that atarget company board breached its duty of loyalty or acted in bad faith AUTHOR Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New...

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Delaware Court Determines Corwin Not Available to “Cleanse” Alleged Director Misconduct Due to “Structurally Coercive” Stockholder Vote

Apr. 4, 2018—Delaward-Court-Determines-Corwin-Not-Available-to-Cleanse-Alleged-Director-Misconduct-Due-to-Structurally-Coercive-Stockholder-Vote ABSTRACT Stockholder vote structured as a choice between accepting unrelated transactions benefiting a large stockholder or forgoing beneficial M&A transactions judged “structurally coercive” AUTHOR Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New...

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Delaware Supreme Court Reverses Dismissal of Fiduciary Breach Claims Against Target Company Directors

Apr. 4, 2018—Delaware-Supreme-Court-Reverses-Dismissal-of-Fiduciary-Breach-Claims-Against-Target-Company-Directors ABSTRACT Determines that Corwin did not warrant early dismissal because tendering stockholders were not “fully informed” of the reasons underlying Board Chairman’s abstention AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New...

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Funding Restrictions and Separation of Powers

Mar. 13, 2018—Funding-Restrictions-and-Separation-of-Powers ABSTRACT Congress’s “power of the purse”—its authority to deny access to public funds—is one of its most essential constitutional authorities. A crucial check on executive overreaching, it may provide authority to stop presidents in their tracks. Yet Congress and the executive branch have developed widely divergent views on the scope of this authority. During the...

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The Origins (and Fragility) of Judicial Independence

Mar. 13, 2018—The-Origins-and-Fragility-of-Judicial-Independence ABSTRACT The federal judiciary today takes certain things for granted. Political actors will not attempt to remove Article III judges outside the impeachment process; they will not obstruct federal court orders; and they will not tinker with the Supreme Court’s size in order to pack it with like-minded Justices. And yet a closer look...

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Interpreting an Unamendable Text

Mar. 13, 2018—Interpreting-an-Unamendable-Text ABSTRACT Many of the most important legal texts in the United States are highly unamendable. This applies not only to the Constitution, which has not been amended in over forty years, but also to many framework statutes, like the Administrative Procedure Act and the Sherman Antitrust Act. The problem is becoming increasingly severe, as...

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The Shifting Tides of Merger Litigation

Mar. 13, 2018—The-Shifting-Tides-of-Merger-Litigation ABSTRACT In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of merger cases were not providing value, raised the bar, making it more difficult for plaintiffs to...

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Sink or Sell: Using Real Estate Purchase Options to Facilitate Coastal Retreat

Mar. 13, 2018—Sink-or-Sell-Using-Real-Estate-Purchase-Options-to-Facilitate-Coastal-Retreat ABSTRACT Despite the political contention surrounding climate change, scientists almost universally agree that sea levels are rising and will continue to do so. In light of this inevitability, commentators and policymakers have begun to recognize that retreat—the withdrawal of people and development from coastal areas—will become necessary, at least in certain areas. Even so,...

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