Volumes Category
Purchase Agreement’s Failure To Toll Running of Survival Period Dooms Indemnification Claims Despite Buyer’s Timely Claim Notice
Aug. 27, 2021—Robert S. Reder & John H. Gibbons | 74 Vand. L. Rev. En Banc 367 (2021) | In the context of contracts governing merger and acquisition (“M&A”) transactions, survival clauses specify the period of time after closing during which the buyer may claim indemnification from the seller for losses caused by various breaches of the...
The Price of Free Elections
Aug. 26, 2021—G. Michael Parsons | 74 Vand. L. Rev. En Banc 335 (2021) | How much does an election cost? For a democracy as old as ours, the answer is surprisingly unclear . . . . Among the many contributions of Democracy on a Shoestring, then, is to spur more concrete thinking about the costs and...
Federalizing the Voting Rights Act
Aug. 22, 2021—Travis Crum | 74 Vand. L. Rev. En Banc 323 (2021) | In Presidential Control of Elections, Professor Lisa Marshall Manheim masterfully canvasses how “a president can affect the rules of elections that purport to hold him accountable” and thereby “undermine the democratic will and delegitimize the executive branch.” Bringing together insights from administrative law...
Rethinking the Silent Treatment
Aug. 22, 2021—Sasha Gombar | 74 Vand. L. Rev. En Banc 289 (2021) | When the hashtag “MeToo” was popularized in the wake of the Harvey Weinstein scandal, the underlying philosophy was simple. Too many people had claimed that women’s stories about sexual assault lacked corroboration, dismissing evidence of workplace sexism as merely “anecdotal.” However, when enough women started telling...
“Laboratories of Jurisprudence?: The Role of State Supreme Courts in a Federal System”
Aug. 17, 2021—Justice Jonathan Papik | 74 Vand. L. Rev. En Banc 271 (2021) | All of that really did make me wonder, as I was preparing to come here, what I could possibly have to offer. The one thing that gives me some solace is that, based on my recollection, the majority of your previous speakers...
Chancery Court Considers Whether Either Party to Failed Multibillion Dollar Merger Was Entitled to Payment of a Fixed Termination Fee
Aug. 11, 2021—Robert S. Reder & Maryam Saad | 74 Vand. L. Rev. En Banc 263 (2021) | The Williams Companies, Inc. (“Williams”) and Energy Transfer L.P. (“ETE”) are “significant players in the energy pipeline business” (quoting Williams II below). On September 28, 2015, Williams and ETE agreed to a complicated “multi-billion-dollar merger” (quoting Williams II below)...
Stillwater Appraisal: Delaware Supreme Court Affirms Chancery Court Reliance on Deal Price in Determining “Fair Value”
Aug. 11, 2021—Robert S. Reder & Chutian Wang | 74 Vand. L. Rev. En Banc 253 (2021) | Under Section 262 of the Delaware General Corporation Law (“DGCL § 262”), a stockholder unhappy with the consideration payable in a merger is entitled to dissent from the transaction and seek a Delaware Court of Chancery (“Chancery Court”) appraisal...
Jarden Appraisal: Delaware Supreme Court Affirms Chancery Court’s Exclusive Reliance on Unaffected Market Price in Determining “Fair Value” Under DGCL § 262
Aug. 11, 2021—Robert S. Reder & James H. Ryan | 74 Vand. L. Rev. En Banc 241 (2021) | For (at least) the fourth time since 2017, the Delaware Supreme Court (“Supreme Court”) has weighed in on the proper analysis for determining “fair value” in an appraisal proceeding under Delaware General Corporation Law § 262 (“DGCL §...
The Use of Cultural Authority in Constitutional Argument
Jul. 30, 2021—Andrew Jensen Kerr | 74 Vand. L. Rev. En Banc 215 (2021) | In this paper I reconcile the need for legal validity with the aspirations of popular constitutionalism, that is that the American people should be a source of authority as to the meaning of our Constitution. The Supreme Court has long relied on...
Rationalizing a Spousal Confidential Communications Privilege Fit for the Twenty-First Century
Jul. 20, 2021—Emily Crawford Sheffield | 74 Vand. L. Rev. En Banc 187 (2021) | For the spousal confidential communications privilege to be rationalized in the twenty-first century, the privilege must first be limited to apply only to the witness-spouse’s election of invocation. By refocusing the privilege’s protections onto only the witness-spouse, the modern societal values of...
Separation of Powers Versus Checks and Balances in the Criminal Justice System: A Response to Professor Epps
Jul. 19, 2021—Carissa Byrne Hessick | 74 Vand. L. Rev. En Banc 159 (2021) | Separating powers between the three different branches of government serves an important role in the criminal justice system: It helps to protect individual liberty. Separation of powers provides that protection because it requires multiple and diverse actors to agree that a person...
Trading Pharma Goods The WTO Legal Framework
Jul. 6, 2021—Neeraj Rajan Sabitha & Petros C. Mavroidis | 74 Vand. L. Rev. En Banc 145 (2021) | In their thoughtful piece, Thomas Bollyky and Aaron Kesselheim advance an argument aimed to solve the persistent shortages in generic drugs in the United States.1 We want to take one step back and provide a complementary argument regarding...
Our Imperial Federal Courts
Jun. 20, 2021—Matthew Steilen | 74 Vand. L. Rev. En Banc 125 (2021) | “The article is significant for the archival work alone. It is useful, as well, for the impressive synthesis of the existing secondary literature, collected in the footnotes, which makes a convenient reading list for us mere mortals. The argument of the article is ambitious....
Jails, Sheriffs, and Carceral Policymaking
May. 28, 2021—Aaron Littman | 74 Vand. L. Rev. 861 (2021) | The machinery of mass incarceration in America is huge, intricate, and destructive. To understand it and to tame it, scholars and activists look for its levers of power—where are they, who holds them, and what motivates them? This much we know: legislators criminalize, police arrest,...
Why Supervise Banks? The Foundations of the American Monetary Settlement
May. 28, 2021—Lev Menand | 74 Vand. L. Rev. 951 (2021) | Administrative agencies are generally designed to operate at arm’s length, making rules and adjudicating cases. But the banking agencies are different: they are designed to supervise. They work cooperatively with banks and their remedial powers are so extensive they rarely use them. Oversight proceeds through...
Police Arbitration
May. 28, 2021—Stephen Rushin | 74 Vand. L. Rev. 1023 (2021) | Before punishing an officer for professional misconduct, police departments often provide the officer with an opportunity to file an appeal. In many police departments, this appeals process culminates in a hearing before an arbitrator. While numerous media reports have suggested that arbitrators regularly overturn or...