May, 2019
David Williams II, in Memoriam 1948-2019
May. 31, 2019—David-Williams-II-in-Memoriam-1948-2019 AUTHOR: Nicholas S. Zeppos
The Arbitration-Litigation Paradox
May. 31, 2019—Pamela K. Bookman | 72 Vand. L. Rev. 1119 (2019) | The-Arbitration-Litigation-Paradox The Supreme Court’s interpretation of the Federal Arbitration Act is universally touted as favoring arbitration. Its arbitration cases and decisions in other areas are also viewed as supporting the Court’s more general hostility to litigation. These pro-arbitration and anti-litigation policies can be mutually...
Reconceptualizing the Role of Intellectual Property Rights in Shaping Industry Structure
May. 31, 2019—Peter Lee | 72 Vand. L. Rev. 1197 (2019) | Reconceptualizing-the-Role-of-Intellectual-Property-Rights-in-Shaping-Industry-Structure Technological and creative industries are critical to economic and social welfare, and the forces that shape such industries are important subjects of legal and policy examination. These industries depend on patents and copyrights, and scholars have long debated whether exclusive rights promote industry consolidation...
Public Relations Litigation
May. 31, 2019—Kishanthi Parella | 72 Vand. L. Rev. 1285 (2019) | Public-Relations-Litigation Conventional wisdom holds that lawsuits harm a corporation’s reputation. So why do corporations and other businesses litigate even when they will likely lose in the court of law and the court of public opinion? One explanation is settlement: some parties file lawsuits not to...
The Authorization Continuum: Investigating the Meaning of “Authorization” Through the Lens of the Controlled Substances Act
May. 31, 2019—Breanna C. Phillips | 72 Vand. L. Rev. 1335 (2019) | The-Authorization-Continuum Federal prohibitions are ubiquitous in society. These prohibitions may be absolute, providing no exceptions, or they may be qualified, providing exemptions that allow specified parties to avoid a law’s reach. The power to exempt parties from a prohibition is not limited to the...
Winding Back Wayfair: Retaining the Physical Presence Rule for State Income Taxation
May. 31, 2019—Nathan Townsend | 72 Vand. L. Rev. 1391 (2019) | Winding-Back-Wayfair-Retaining-the-Physical-Presence-Rule-for-State-Income-Taxation In 2018, the U.S. Supreme Court decided South Dakota v. Wayfair, Inc., a case abrogating the physical presence rule from Quill Corp. v. North Dakota. The physical presence rule barred a state from forcing a retailer to collect sales taxes on the state’s behalf...
Chancery Court Applies M&F Framework to Transactions in Which Controlling Stockholders Allegedly Received “Unique Benefits”
May. 9, 2019—Robert S. Reder & Elizabeth F. Shore | 72 Vand. L. Rev. En Banc 221 | MFW Trio | Chancery Court Applies M&F Framework to Transactions in Which Controlling Stockholders Allegedly Received “Unique Benefits” | PDF Download Link | Three recent Chancery Court decisions focus on circumstances in which controlling stockholders, each alleged to have...
Chancery Court Finds that Adverse Directors Not Entitled to Privileged Board Communications Concerning a Potential Merger
May. 9, 2019—Robert S. Reder & Katie Clemmons | 72 Vand. L. Rev. En Banc 249 | CBS Litigation | Chancery Court Finds that Adverse Directors Not Entitled to Privileged Board Communications Concerning a Potential Merger | PDF Download Link | Chancellor Andre G. Bouchard’s letter ruling in CBS Litigation provides a useful analysis how a board...
Chancery Court Finds Corwin Applicable to Third-Party Buyout of a Company Controlled by a Large Stockholder
May. 9, 2019—Robert S. Reder | 72 Vand. L. Rev. En Banc 213 | English v. Narang | Chancery Court Finds Corwin Applicable to Third-Party Buyout of a Company Controlled by a Large Stockholder | PDF Download Link | The Chancery Court again considered the availability of a Corwin defense in connection with a third-party buyout of...
Delaware Supreme Court Explores Application of MFW’s “Ab Initio” Requirement in Controlling Stockholder-Related Litigation
May. 9, 2019—Robert S. Reder | 72 Vand. L. Rev. En Banc 237 | Synutra and Olenik Appeals | Refusing to draw a bright-line, the Court focuses on the point at which “substantive economic negotiations” begin in determining whether failure to include MFW’s dual procedural protections in the initial offer may not be fatal to pleading-stage dismissal...
Delaware Chancery Court Rejects Federal Forum Selection Clause for Securities Act Claims
May. 3, 2019—Robert S. Reder & Jóna N. Mays | 72 Vand. L. Rev. En Banc 183 | Sciabacucchi | Citing Boilermakers ruling, court distinguishes between internal and external claims | PDF Download Link | Vice Chancellor J. Travis Laster granted summary judgment to a plaintiff who attacked three such forum selection clauses, opinion that “[t]he constitutive...