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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...
Towards Optimal Enforcement
Apr. 2, 2019—Kent Barnett | 72 Vand. L. Rev. En Banc 127 | Enforcing federal law seems simple enough. Federal agencies, which exist for exactly this purpose, enforce by identifying violations of a particular federal statutory scheme and accompanying regulations. But complications quickly arise. How should agencies enforce—by initiating judicial proceedings, by enacting rules or guidance to...
Letter To Supreme Court (Erwin Chemerinsky is Mad. Why You Should Care.)
May. 25, 2016—Letter To Supreme Court (Erwin Chemerinsky is Mad. Why You Should Care.) AUTHOR Jacob D. Fuchsberg Professor of Law at New York University School of Law. Thanks to Randy Barnett, Josh Blackman, Orin Kerr, Rick Pildes, and Maria Ponomarenko for comments on a prior draft. Special thanks to Erwin Chemerinsky, a friend throughout my professional...
Spokeo, Inc. v. Robins (2015)
Sep. 16, 2015—Spokeo, Inc. v. Robins was argued before the Supreme Court on November 2, 2015. In Spokeo, the Court considered whether Congress may confer Article III standing upon plaintiffs who suffer no concrete injury by vesting them with a private right of action to enforce a statutory requirement. The case may have broad-reaching impacts upon standing doctrine...
Williams-Yulee v. The Florida Bar (2015)
Sep. 16, 2015—Williams-Yulee v. The Florida Bar was argued before the Supreme Court on January 20, 2015. In Williams-Yulee, the Court considered whether a rule of judicial conduct that bans judicial candidates from directly soliciting campaign funds violates the First Amendment. The case has important implications, as currently thirty-nine states elect at least some of their judges and at...
Sebelius v. Hobby Lobby Stores, Inc. (2014)
Sep. 16, 2014—This Roundtable considered Sebelius v. Hobby Lobby Stores, Inc., which was argued at the Supreme Court on March 25, 2014. In Hobby Lobby, the Court considered whether Hobby Lobby is entitled to an exemption from the Affordable Care Act’s contraception mandate under the Religious Freedom Restoration Act (“RFRA”). The Court could have addressed many questions: Is a...
Maryland State Comptroller of the Treasury v. Wynne (2014)
Sep. 16, 2014—Maryland State Comptroller of the Treasury v. Wynne was argued before the Supreme Court on November 12, 2014. In Wynne, the Court considered whether the Constitution bans a state from taxing its residents’ income, wherever earned, by requiring a credit for taxes paid on income taxed in other states. The Court could have answered many questions: How...
The JOBS Act and SEC Rulemaking (Fall 2013)
Sep. 16, 2013—In this Roundtable our authors looked at the rulemaking authority of the Security and Exchange Commission (“SEC”) under the JOBS Act of April 2012 and proposed some recommendations to the SEC. Professor Andrew A. Schwartz and practitioner Douglas S. Ellenoff have each considered the public policy rationales, legislative history, and congressional intent of Title III...
DaimlerChrysler AG v. Bauman (Fall 2013)
Sep. 16, 2013—DaimlerChrysler AG v. Bauman was argued at the Supreme Court in the October 2013 term. In Bauman, the Court considered whether a U.S. District Court may exercise general personal jurisdiction over DaimlerChrysler AG, a foreign company, based on the alleged acts of its Argentine subsidiary. None of the alleged actions occurred in California, but Respondents argued that...
Fisher v. University of Texas at Austin (2012)
Sep. 16, 2012—This Roundtable considered Fisher v. University of Texas at Austin, which was argued at the Supreme Court in the October 2012 term. In Fisher, the Court considered whether the University of Texas’s use of race in its undergraduate admissions process was lawful under the Equal Protection Clause of the Fourteenth Amendment. The parties, Justices, and our authors...
Golan v. Holder (2011)
Sep. 16, 2011—The October, 2011 Roundtable was on Golan v. Holder, which was argued at the Supreme Court on October 5, 2011. In Golan, the Court considered whether Congress may constitutionally confer copyright on works that have fallen into the public domain. Congress created a new class of “restored” works in 1996 in order to fulfill its obligations under...
Dukes v. Wal-Mart Stores, Inc. (2010)
Sep. 16, 2010—The Dukes v. Wal-Mart Stores, Inc. Roundtable, published in October 2010, features participation from several scholars. Professor Elizabeth Burch’s introductory piece lays the foundation for the debate. Professors Robert Bone, Alexandra Lahav, Greg Mitchell, and Richard Nagareda provided their “first takes” on the case. We hope you find this Roundtable informative and engaging. Roundtable: Introduction Introduction: Dukes v....
Skilling v. United States (2010)
Sep. 16, 2010—The Skilling v. United States Roundtable, published in March 2010, features participation from several scholars. Professor Nancy J. King’s introductory essay lays the foundation for the debate. William H. Farmer, Abbe David Lowell, Christopher D. Man, Paul M. Thompson, Timothy P. O’Toole, and Professors Julie R. O’Sullivan and Ellen S. Podgor provided their “first takes” on the...