Skip to main content

Author

In Defense of Excellence

Jan. 29, 2020—Jasper L. Tran | 73 Vand. L. Rev. En Banc 71 | Reviewed: Anthony T. Kronman, THE ASSAULT ON AMERICAN EXCELLENCE, Free Press 2019. Pp. 272. $27.00 Hardcover. “Up until recently, excellence had been an educational ideal. At the founding of the Catholic University of Ireland in 1852, John Henry Newman envisioned a university as a...

Read more


Chancery Court Indicates Willingness to Extend M&F to Compensation Award to Controlling Stockholder

Jan. 28, 2020—Robert S. Reder & Alexandra N. Bakalar | 73 Vand. L. Rev. En Banc 61 (2020) | PDF Download Link “Delaware courts are tasked with reviewing breach of fiduciary duty claims arising from a variety of commercial transactions. No matter the type of transaction, however, the standard of review applied by the court is all-important...

Read more


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claims are infringement actions brought by authors for the unauthorized public dissemination of works that are private, unpublished, and revelatory of the author’s personal identity.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...

Read more


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...

Read more


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...

Read more


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...

Read more


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...

Read more


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...

Read more


Chancery Court Finds Notice to Non-Consenting Stockholders Not a Precondition to an Effective Majority Written Consent

Jan. 15, 2020—Robert S. Reder & Jake Haskins | 73 Vand. L. Rev. En Banc. 53 | PDF Download Link “[N]otice issues were addressed by the Delaware Court of Chancery (“Chancery Court”) in Brown v. Kellar, C.A. No. 2018-0687-MTZ, 2018 WL 6721263 (Del. Ch. Dec. 21, 2018). First, Vice Chancellor Morgan T. Zurn considered whether “prompt notice”...

Read more


Chancery Court Rejects Target Company Claim That Termination Fee Was Jilted Merger Partner’s Exclusive Remedy

Jan. 15, 2020—Robert S. Reder & Alexandra Sasha Gombar | 73 Vand. L. Rev. En Banc 45 | PDF Download Link “Recently, in Genuine Parts Co. v. Essendant Inc., C.A. No. 2018-0730-JRS, 2019 WL 4257160 (Del. Ch. Sept. 9, 2019) (“Genuine Parts”), the Chancery Court had another opportunity to analyze standard public merger agreement provisions. Vice Chancellor...

Read more


Chancery Court Refuses Pleading Stage Dismissal Under Corwin When Stockholders Not Fully Informed of Long-Overdue Financial Restatement

Jan. 15, 2020—Robert S. Reder & Amanda M. Mitchell | 73 Vand. L. Rev. En Banc 35 | PDF Download Link “The factual bases underlying Vice Chancellor Slights’s refusal to entertain a Corwin defense at the pleading stage in Tangoe—delayed Securities and Exchange Commission (“SEC”) filings and inadequate financial statement disclosures to stockholders—are similar to the factual...

Read more


Chancery Court Refuses to Dismiss Action to Enforce Post-Merger Covenant Due to Ambiguities in Merger Agreement

Jan. 15, 2020—Robert S. Reder & Faisal Q. Haider | 73 Vand. L. Rev. En Banc 27 | PDF Download Link “Notwithstanding the disavowal of covenant survival and third-party beneficiary rights, there are circumstances in which publicly traded targets bargain for post-merger covenants in public merger agreements. For instance, where a significant amount of acquiring company stock...

Read more


Chancery Court Declines to Apply Corwin at Pleading Stage to “Cleanse” Breach of Fiduciary Duty Claim Due to Material Non-Disclosures

Jan. 15, 2020—Robert S. Reder & Robert W. Dillard | 73 Vand. L. Rev. En Banc 17 | PDF Download Link “In late 2018, the Delaware Court of Chancery (the “Chancery Court”) once again denied pleading-stage application of Corwin when faced with well-pled allegations a stockholder vote was not fully informed. In In re Xura, Inc. Stockholder...

Read more


Chancery Court Finds Merger Agreement Preserved Sellers’ Privilege Over Pre-Merger Attorney-Client Communications

Jan. 15, 2020—Robert S. Reder & Jake Haskins | 73 Vand. L. Rev. En Banc 11 | PDF Download Link “Parties to a merger naturally retain individual legal counsel throughout the process. By operation of the merger statute, when the transaction closes all assets of each constituent corporation to the merger become assets of the surviving corporation....

Read more


Delaware Court Refuses Corwin “Cleanse” Due to Inadequate Disclosures of Conflicts of Interest and Financial Projections

Jan. 15, 2020—Robert S. Reder & Kelsey McKeag | 73 Vand. L. Rev. En Banc 1 | PDF Download Link “In Chester County Employees’ Retirement Fund v. KCG Holdings, Inc., C.A. No 2017-0421-KSJM (Del. Ch. June 21, 2019) (“Chester County”), Vice Chancellor Kathaleen St. J. McCormick refused to grant dismissal of a former stockholder’s challenge of a...

Read more


Introduction: Professor Randall Thomas’s Depolarizing and Neutral Approach to Shareholder Rights

Nov. 25, 2019—James D. Cox & Frank Partnoy | 72 Vand. L. Rev. 1755 (2019) | Like Gaul, corporate law scholarship can be divided into three overflowing buckets: pro-manager, pro-shareholder, and empirical. We classify empirical scholarship as a separate category, in significant part because of Professor Randall Thomas. In the pre-Thomas era, much of the literature fell...

Read more