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Volume 73, Number 1 Category

Privative Copyright

Jan. 21, 2020—Shyamkrishna Balganesh | 73 Vand. L. Rev. 1 (2020) | “Privative” copyright claims are infringement actions brought by authors for the unauthorized public dissemination of works that are private, unpublished, and revelatory of the author’s personal identity. Driven by considerations of authorial autonomy, dignity, and personality rather than monetary value, these claims are almost as...

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Popular Constitutional Argument

Jan. 21, 2020—Tom Donnelly | 73 Vand. L. Rev. 73 (2020)| Critics have long attacked popular constitutionalists for offering few clues about how their theory might work in practice—especially inside the courts. These critics are right. Popular constitutionalism—as a matter of both theory and practice—remains a work in progress. In this Article, I take up the challenge...

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Misaligned Lawmaking

Jan. 21, 2020—Timothy Meyer | 73 Vand. L. Rev. 151 (2020) | Since 1962, when Congress passed the Trade Expansion Act, every new U.S. trade deal has had the same essential bargain at its core. Congress agrees to give the president the power to lower trade barriers, while at the same time providing adjustment assistance for those...

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Golden Parachutes and the Limits of Shareholder Voting

Jan. 21, 2020—Albert H. Choi, Andrew C.W. Lund & Robert Schonlau | 73 Vand. L. Rev. 223 (2020) | With the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, Congress attempted to constrain change-in-control payments (also known as “golden parachutes”) by giving shareholders the right to approve or disapprove such payments on...

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Dissecting Revlon: Severing the Standard of Conduct from the Standard of Review in Post-Closing Litigation

Jan. 21, 2020—Katie Clemmons | 73 Vand. L. Rev. 267 (2020) | In Corwin v. KKR Financial Holdings LLC and its progeny, the Delaware courts made clear that a fully informed, uncoerced vote by disinterested stockholders triggers the waste standard. In Corwin, the Delaware Supreme Court also indicated that Revlon was only meant to provide stockholders with...

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Inflated Private Offering: Regulating Corporate Insiders and Market-Moving Disclosures on Social Media

Jan. 21, 2020—Marisa Papenfuss | 73 Vand. L. Rev. 311 (2020) | The U.S. Securities and Exchange Commission enacted Regulation Fair Disclosure (“Regulation FD”) to prohibit companies from disclosing material information to select parties but not the public at large. The rapid advancement of technology since Regulation FD’s enactment has dramatically altered the ways companies distribute information...

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