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Volumes Category

Failure to Satisfy Four Prongs of MFW Framework Dooms Pleading-Stage Dismissal of Claims Arising from Controlling Stockholder-Led Redemption of Minority Shares

Mar. 12, 2021—Robert S. Reder & Kirby W. Ammons | 74 Vand. L. Rev. En Banc 47 (2021) | Dell Technologies offers significant guidance to dealmakers and their legal counsel for structuring commercial transactions involving controlling stockholders. Vice Chancellor Laster’s comprehensive opinion demonstrates that simply paying lip service to the “six necessary and sufficient conditions for obtaining...

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Chancery Court Questions Whether Nominally Designated “Independent” Directors Satisfied Requirements of Stockholders Agreement

Mar. 12, 2021—Robert S. Reder & Eunice (Chan Mi) Lim | 74 Vand. L. Rev. En Banc 37 (2021) | Chancellor Bouchard’s blanket rejection of the Coty Stockholder Litigation defendants’ motions to dismiss demonstrates the Chancery Court’s refusal blindly to accept procedural safeguards purportedly put in place to protect minority stockholders. Instead, in the face of well-pled...

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Chancery Court Again Rejects Motion by Large Minority Blockholder to Dismiss Fiduciary Breach Claims Under Corwin

Feb. 5, 2021—Robert S. Reder & G. Parker Kolodka | 74 Vand. L. Rev. En Banc 25 (2021) | Vice Chancellor Slights’s extension of the inherent coercion doctrine to the summary judgment phase in Tesla II demonstrates the risks faced by dealmakers who hope to rely on a Corwin defense when a potential controlling stockholder is in...

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Chancery Court—Reiterating High Bar for Proving “MAE”—Requires Buyer to Honor Its Obligations Under Acquisition Agreement

Feb. 5, 2021—Robert S. Reder & Bailey R. Vincent | 74 Vand. L. Rev. En Banc 13 (2021) | Akorn, rather than straying from Chancery Court precedent, reiterated that the occurrence of a circumstance worthy of an MAE is rare. In Channel Medsystems, Channel’s ability ultimately to win FDA approval of the Product, coupled with BSC’s suspect...

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Checks and Balances in the Criminal Law

Jan. 26, 2021—Daniel Epps | 74 Vand. L. Rev. 1 (2021) | The separation of powers is considered essential in the criminal law, where liberty and even life are at stake. Yet the reasons for separating criminal powers are surprisingly opaque, and the “separation of powers” is often used to refer to distinct, and sometimes contradictory, concepts....

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Rethinking Swing Voters

Jan. 26, 2021—Jonathan S. Gould | 74 Vand. L. Rev. 85 (2021) | In recent decades, swing voters in courts and legislatures have made many of the United States’ most important decisions of law and policy. It would be easy to conclude from the recent history of the Supreme Court and Congress that democracy or majority rule...

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The Research Patent

Jan. 26, 2021—Sean B. Seymore | 74 Vand. L. Rev. 143 (2021) | The patent system gives courts the discretion to tailor patentability standards flexibly across technologies to provide optimal incentives for innovation. For chemical inventions, the courts deem them unpatentable if the chemical lacks a practical, non-research-based use at the time patent protection is sought. The...

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The New “Web-Stream” of Commerce: Amazon and the Necessity of Strict Products Liability for Online Marketplaces

Jan. 26, 2021—Margaret E. Dillaway | 74 Vand. L. Rev. 187 (2021) | Technology company Amazon has actively transformed into an e-commerce giant over the last two decades. Once a simple online bookstore, Amazon now boasts an ever-expanding identity as global cloud computing provider, major player in artificial intelligence, brick-and-mortar grocery store, and producer of original video...

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Evisceration of the Right to Appeal: Denial of Individual Responsibility as Actionable Genocide Denial

Jan. 26, 2021—Jennifer E. King | 74 Vand. L. Rev. 221 (2021) | Tensions arise during litigation in the international criminal justice system between the practice of the international criminal tribunals, domestic laws, and policy decisions of United Nation (“UN”) Member States. One such tension arises between domestic genocide denial laws, which typically criminalize denial of genocide...

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Chancery Court Dismisses Revlon Claims Without Considering Directors’ Potential Corwin Defense

Jan. 25, 2021—Robert S. Reder & Anna Choi | 74 Vand. L. Rev. En Banc 1 (2021) | Essendant reinforces the heightened pleading standard a stockholder-plaintiff must overcome to survive a motion to dismiss its claims of directorial breach of fiduciary duty in the Revlon context. Absent well-pled facts challenging a board’s independence, disinterestedness, or good faith...

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Chancery Court Refuses to Alter Contractual Allocation of Risk Between Sophisticated Parties

Dec. 30, 2020—Robert S. Reder & Marissa L. Barbalato | 73 Vand. L. Rev. En Banc 275 (2020) |  In her opinion, Vice Chancellor Zurn instructed that Julius v. Accurus “teaches an important lesson about the benefits of allocating risk among contracting parties and detriments of imprecise drafting.” In essence, the Buyers were in search of a...

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Despite Lack of Control Stockholder, Chancery Court Applies M&F’s “Ab Initio” Requirement in Determining Whether Independent Committee Recommendation Cleansed Transaction Approved by Conflicted Board

Dec. 30, 2020—Robert S. Reder & Colton Tyler Haney | 73 Vand. L. Rev. En Banc 265 (2020) | Salladay discusses the options available to corporate dealmakers and their legal counsel to obtain business judgment review—and ultimately pleading-stage dismissal—of conflicted transactions. If a controlling stockholder is to receive benefits from the transaction not shared with the other...

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Chancery Court Enforces Contractual Termination Provision—but Questions Fairness of Related Termination Fee

Dec. 30, 2020—Robert S. Reder & Kenton B. Wilson | 73 Vand. L. Rev. En Banc 257 (2020) | In Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., No. 2018-0927-SG, 2019 Del. Ch. LEXIS 87 (Del. Ch. Mar. 14, 2019) (“Vintage Rodeo”), the Delaware Court of Chancery (“Chancery Court”) rejected claims of invalidity and unfairness in upholding a...

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Symposium: Governing Wicked Problems, Introduction

Dec. 22, 2020—J.B. Ruhl & James Salzman | 73 Vand. L. Rev. 1561 (2020) | The purpose of this Article is . . . to provide in legal scholarship a concise summary of wicked problems theory from its roots in Rittel and Webber’s article through its evolution in policy science and planning scholarship. Not coincidentally, this sets...

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De- and Re-constructing Public Governance for Biodiversity Conservation

Dec. 22, 2020—Alejandro E. Camacho | 73 Vand. L. Rev. 1585 (2020) | Is biodiversity loss wicked? What has been done about it? And how might public governance be altered to improve the prognosis? A substantial and growing number of scholars have sought to define and characterize incredibly complex social problems, alternatively labelled as “messes,” “swamp[s],” “massive,”...

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Wicked Problems, Foolish Decisions: Promoting Sustainability Through Urban Governance in a Complex World

Dec. 22, 2020—Scott D. Campbell & Moira Zellner | 73 Vand. L. Rev. 1643 (2020) | Why do wicked problems often give birth to bad policy choices? Put another way, why do people—in the face of complex social challenges—make misdiagnoses, ineffective decisions, or no decisions at all? Typical answers point to a plethora of suspects: impatience, myopia,...

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