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“THERE MOST CERTAINLY WAS A ‘TOMORROW’”: CHANCERY COURT FINDS REVLON REVIEW NOT TRIGGERED WHEN ACQUIRER STOCK CONSTITUTED 58% OF MERGER CONSIDERATION

Apr. 11, 2022—Robert S. Reder & Connor J. Breed | 75 Vand. L. Rev. En Banc 87 (2022) | Opinion also indicates that technical noncompliance with DGCL § 203 will not trigger supermajority voting requirements for a negotiated transaction not subject to “abusive takeover tactics.” PDF Download Link AUTHORS: Robert S. Reder Connor J. Breed

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Police Ignorance and (Un)Reasonable Fourth Amendment Exclusion

Mar. 22, 2022—Nadia Banteka | 75 Vand. L. Rev. 365 (2022) | The Fourth Amendment exclusion doctrine is as baffling as it is ubiquitous. Although courts rely on it every day to decide Fourth Amendment violations as well as defendants’ motions to suppress evidence obtained through these violations, virtually every aspect of the doctrine is a subject of...

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The Consensus Rule: A New Approach to Scientific Evidence

Mar. 22, 2022—Edward K. Cheng | 75 Vand. L. Rev. 407 (2022) | Founded on good intentions but unrealistic expectations, the dominant Daubert framework for handling expert and scientific evidence should be scrapped. Daubert asks judges and jurors to make substantively expert determinations, a task they are epistemically incompetent to perform as laypersons. As an alternative, this Article...

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The Politics of Deference

Mar. 22, 2022—Gregory A. Elinson & Jonathan S. Gould | 75 Vand. L. Rev. 475 (2022) | Like so much else in our politics, the administrative state is fiercely contested. Conservatives decry its legitimacy and seek to limit its power; liberals defend its necessity and legality. Debates have increasingly centered on the doctrine of Chevron deference, under which...

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Stress Testing Governance

Mar. 22, 2022—Rory Van Loo | 75 Vand. L. Rev. 553 (2022) | In their efforts to guard against the world’s greatest threats, administrative agencies and businesses have in recent years increasingly used stress tests. Stress tests simulate doomsday scenarios to ensure that the organization is prepared to respond. For example, agencies role-played a deadly pandemic spreading from...

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Should It Stay or Should It Go: The Clash of Canons over Termination of the Automatic Stay for Repeat Filers

Mar. 22, 2022—John H. Gibbons | 75 Vand. L. Rev. 615 (2022) | One of the most important debtor protections provided by bankruptcy law is the automatic stay, which stops creditors from pursuing collection actions against the debtor. Over time, however, debtors began to abuse the stay by repeatedly filing for bankruptcy each time a creditor tried to...

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Challenging the Challengers: How Partisan Citizen Observers Contribute to Disenfranchisement and Undermine Election Integrity

Mar. 22, 2022—Kate Uyeda | 75 Vand. L. Rev. 657 (2022) | Almost every state allows political parties to sponsor and train private citizens to serve as election observers and sometimes even to challenge the eligibility of other private citizens to vote. These partisan citizen observers, referred to in this Note as “PCOs,” have far too often perpetuated...

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Duty and Diversity – Roundtable

Mar. 1, 2022—Chris Brummer & Leo E. Strine, Jr. | 75 Vand. L. Rev. 1 (2022) | In the wake of the brutal deaths of George Floyd and Breonna Taylor, lawmakers and corporate boards from Wall Street to the West Coast have introduced a slew of reforms aimed at increasing Diversity, Equity, and Inclusion (“DEI”) in corporations. Yet...

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Radicalism and Democracy in Monetary System Reform

Feb. 1, 2022—John Crawford | 75 Vand. L. Rev. En Banc 55 (2022) | The People’s Ledger is meant to offer “a blueprint for reform that would radically democratize access to money and control over financial flows in the nation’s economy.” Admitting that radical reform of the current system demands consideration, and that democratizing money is desirable,...

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Duty and Diversity

Jan. 24, 2022—Chris Brummer & Leo E. Strine, Jr. | 75 Vand. L. Rev. 1 (2022) | In the wake of the brutal deaths of George Floyd and Breonna Taylor, lawmakers and corporate boards from Wall Street to the West Coast have introduced a slew of reforms aimed at increasing Diversity, Equity, and Inclusion (“DEI”) in corporations. Yet...

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Local Power

Jan. 24, 2022—Alexandra B. Klass & Rebecca Wilton | 75 Vand. L. Rev. 93 (2022) | This Article is about “local power.” We use that term in two distinct but complementary ways. First, local power describes the authority of local governments to enact regulatory policies in the interests of their citizens. Second, local power describes the authority of...

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Unauthorized and Unwise

Jan. 24, 2022—Robert A. Mikos | 75 Vand. L. Rev. 161 (2022) | For decades, the United States Patent and Trademark Office (“PTO”) has required trademark owners to comply with sundry nontrademark laws governing the sale of their trademarked goods and services. Pursuant to this “lawful use requirement,” the Agency has refused or even cancelled registration of thousands...

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Preliminary Damages

Jan. 24, 2022—Gideon Parchomovsky & Alex Stein | 75 Vand. L. Rev. 239 (2022) | Historically, the law helped impecunious plaintiffs overcome their inherent disadvantage in civil litigation. Unfortunately, this is no longer the case: modern law has largely abandoned the mission of assisting the least well-off. In this Essay, we propose a new remedy that can dramatically...

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A Machete for the Patent Thicket

Jan. 24, 2022—Lisa Orucevic | 75 Vand. L. Rev. 277 (2022) | Outrageous drug prices have dominated news coverage of the American healthcare system for years. Yet despite widespread condemnation of skyrocketing drug prices, nothing seems to change. Pharmaceutical companies can raise drug prices with impunity because they hold patents on their drugs, which give them monopolies. These...

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Dynamic Corporate Purpose

Jan. 24, 2022—Fields Pierce | 75 Vand. L. Rev. 325 (2022) | The debate over corporate purpose has turned into a “gordian knot” where parties with entrenched beliefs about what the corporation should or should not be within society refuse to waver. There are inherent flaws with the governance models proposed by academics, politicians, and practitioners alike, so...

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Road to Reform: The Case for Removing Police from Traffic Regulation

Jan. 11, 2022—Aaron Megar | 75 Vand. L. Rev. En Banc 13 (2022) | This Note advocates for the removal of police from traffic-law enforcement and the creation of unarmed Civilian Traffic Forces (“CTF”) at the municipal and state levels. Since the Supreme Court’s decision in Whren, there has been a significant amount of legal scholarship criticizing...

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