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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...

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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...

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Mootness Fees

Nov. 25, 2019—Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, & Randall S. Thomas | 72 Vand. L. Rev. 1777 (2019) | In response to a sharp increase in litigation challenging mergers, the Delaware Chancery Court issued the 2016 Trulia decision, which substantively reduced the attractiveness of Delaware as a forum for these suits. In this...

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Automating Securities Class Action Settlements

Nov. 25, 2019—Jessica Erickson | 72 Vand. L. Rev. 1817 (2019) | Securities class actions are supposed to vindicate the rights of investors injured by corporate fraud. Yet, despite multimillion- or even multibillion-dollar settlements, many injured investors never receive a dime in compensation. To receive money from a settlement in a securities class action, investors must comply...

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The Case for Individual Audit Partner Accountability

Nov. 25, 2019—Colleen Honigsberg | 72 Vand. L. Rev. 1871 (2019) | Despite repeated regulatory interventions, accounting failures continue to persist in companies around the world. In this Article, I explain why regulatory oversight, private enforcement, and firm-level reputational sanctions are unlikely to induce accountants to take optimal levels of care when auditing corporate financials. Instead, our...

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Lead Plaintiff Incentives in Aggregate Litigation

Nov. 25, 2019—Charles R. Korsmo & Minor Myers | 72 Vand. L. Rev. 1923 (2019) | The lead plaintiff role holds out considerable promise in promoting the deterrence and compensation goals of aggregate litigation. The prevailing approach to compensating lead plaintiffs, however, provides no real incentive for a lead plaintiff to bring claims on behalf of a...

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After Corwin: Down the Controlling Shareholder Rabbit Hole

Nov. 25, 2019—Ann M. Lipton | 72 Vand. L. Rev. 1977 (2019) | As Delaware has developed its doctrine with respect to controlling shareholders, its view of their relationship to directors has evolved. This evolution has produced some pronounced inconsistencies with respect to the weight placed on director approval of controlling shareholder action. The recent Delaware Supreme...

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Corporate Oversight and Disobedience

Nov. 25, 2019—Elizabeth Pollman | 72 Vand. L. Rev. 2013 (2019) | Over a decade has passed since landmark Delaware corporate law decisions on oversight responsibility, and only a small handful of cases have survived a motion to dismiss. Scholars have puzzled over what it means to have the potential for corporate accountability lodged within the duty...

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Calculating SEC Whistleblower Awards: A Theoretical Approach

Nov. 25, 2019—Amanda Rose | 72 Vand. L. Rev. 2047 (2019) | The Dodd-Frank Act provides that Securities and Exchange Commission (“SEC”) whistleblower awards must equal not less than ten and not more than thirty percent of the monetary penalties collected in the action to which they relate; SEC Rule 21F-6 provides criteria that the SEC may...

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The Other Janus and the Future of Labor’s Capital

Nov. 25, 2019—David Webber | 72 Vand. L. Rev. 2087 (2019) | Two forms of labor’s capital—union funds and public pension funds—have profoundly reshaped the corporate world. They have successfully advocated for shareholder empowerment initiatives like proxy access, declassified boards, majority voting, say on pay, private fund registration, and the CEO-to-worker pay ratio. They have also served...

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Taking Laughter Seriously at the Supreme Court

Oct. 11, 2019—Tonja Jacobi & Matthew Sag | 72 Vand. L. Rev. 1423 (2019) | Laughter in Supreme Court oral arguments has been misunderstood, treated as either a lighthearted distraction from the Court’s serious work, or interpreted as an equalizing force in an otherwise hierarchical environment. Examining the more than nine thousand instances of laughter witnessed at...

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Antitrust in Digital Markets

Oct. 11, 2019—John M. Newman | 72 Vand. L. Rev. 1497 (2019) | Antitrust law has largely failed to address the challenges posed by digital markets. At the turn of the millennium, the antitrust enterprise engaged in intense debate over whether antitrust doctrine, much of it developed during a bygone era of smokestack industries, could or should...

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The Missing Regulatory State: Monitoring Businesses in an Age of Surveillance

Oct. 11, 2019—Rory Van Loo | 72 Vand. L. Rev. 1563 (2019) | An irony of the information age is that the companies responsible for the most extensive surveillance of individuals in history—large platforms such as Amazon, Facebook, and Google—have themselves remained unusually shielded from being monitored by government regulators. But the legal literature on state information...

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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...

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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...

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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...

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