Author
Why the Corporation Locks in Financial Capital but the Partnership Does Not
Nov. 24, 2021—Richard Squire | 74 Vand. L. Rev. 1787 (2021) | Each partner in an at-will partnership can obtain a cash payout of his interest at any time. The corporation, by contrast, locks in shareholder capital, denying general payout rights to shareholders unless the charter states otherwise. What explains this difference? This Article argues that partner payout...
The Personification of the Partnership
Nov. 24, 2021—Harwell Wells | 74 Vand. L. Rev. 1835 (2021) | What does it mean to say a business association is a legal person? The question has shadowed the law of business organizations for at least two centuries. When we say a business is a legal person we may be claiming that the law distinguishes its assets,...
Fiduciary Duties and Corporate Climate Responsibility
Nov. 24, 2021—Cynthia A. Williams | 74 Vand. L. Rev. 1875 (2021) | In this paper, I take up this question by reference to a public law issue much in focus today, that of climate change. In Part I, I provide an extremely brief overview of the understanding of climate risk as a financial risk, connecting that overview...
Deciding Not to Decide: Mahonoy Area School District v. B.L. and the Supreme Court’s Ambivalence Towards Student Speech Rights
Nov. 3, 2021—Jenny Diamond Cheng | 74 Vand. L. Rev. En Banc 511 (2021) | In June 2021, the Supreme Court issued opinions in its first school speech case in over fourteen years. In Mahanoy Area School District v. B.L., an eight-member majority held that high school officials violated a teenager’s First Amendment rights when they suspended...
The People’s Ledger: How to Democratize Money and Finance the Economy
Oct. 19, 2021—Saule T. Omarova | 74 Vand. L. Rev. 1301 (2021) | The COVID-19 crisis underscored the urgency of digitizing sovereign money and ensuring universal access to banking services. It pushed two related ideas—the issuance of central bank digital currency and the provision of retail deposit accounts by central banks—to the forefront of the public policy debate....
Central Banks and Climate Change
Oct. 19, 2021—Christina Parajon Skinner | 74 Vand. L. Rev. 1301 (2021) | Central banks are increasingly called upon to address climate change. Proposals for central bank action on climate change range from programs of “green” quantitative easing to increases in risk-based capital requirements meant to deter banks from lending to climate-unfriendly business. Politicians and academics alike have...
Praxis and Paradox: Inside the Black Box of Eviction Court
Oct. 19, 2021—Lauren Sudeall & Daniel Pasciuti | 74 Vand. L. Rev. 1365 (2021) | In the American legal system, we typically conceive of legal disputes as governed by specific rules and procedures, resolved in a formalized court setting, with lawyers shepherding both parties through an adversarial process involving the introduction of evidence and burdens of proof. The...
Brown, Massive Resistance, and the Lawyer’s View: A Nashville Story
Oct. 19, 2021—Daniel J. Sharfstein | 74 Vand. L. Rev. 1435 (2021) | For nearly 75 years, the Vanderbilt Law Review has sought to publish rigorous, intellectually honest scholarship. In publishing the following Essay, we seek to provide an equally unflinching look at one way in which Vanderbilt Law School and its graduates have participated in the creation...
Underwater Mortgages for Underwater Homes: The Elimination of Signals in the Coastal Lending Market
Oct. 19, 2021—Peyton J. Klein | 74 Vand. L. Rev. 1467 (2021) | Climate change and sea level rise threaten to increase the default risk of mortgages on homes in coastal areas. Faced with this reality, small coastal lenders have begun selling more climate-sensitive mortgages to Fannie Mae and Freddie Mac, thereby transferring the risk of climate-induced...
Let’s Talk About Gender: Nonbinary Title VII Plaintiffs Post-Bostock
Oct. 19, 2021—Meredith Rolfs Severtson | 74 Vand. L. Rev. 1507 (2021) | In Bostock v. Clayton County, the Supreme Court held that Title VII’s sex-discrimination prohibition applies to discrimination against gay and transgender employees. This decision, surprising from a conservative Court, has engendered a huge amount of commentary on both its substantive holding and its interpretive...
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....
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...