Skip to main content

En Banc Category

Reimagining Energy

Sep. 21, 2021—Monika U. Ehrman | 74 Vand. L. Rev. En Banc 489 (2021) | This Response suggests that energy laws should support the advancement of carbon-neutral technologies and other infrastructure to reduce greenhouse gas emissions. This support requires a reimagining of our energy system, involving the entire energy lifecycle—from production to consumption, through abandonment and reuse....

Read more


The Distributive Impacts of Nudnik-based Activism

Sep. 10, 2021—Meirav Furth-Matzkin | 74 Vand. L. Rev. En Banc 469 (2021) | In Theory of the Nudnik: The Future of Consumer Activism and What We Can Do to Stop It, Professors Yonathan Arbel and Roy Shapira propose that nudnik customers should be lauded for acting as engines of market discipline. According to Arbel and Shapira,...

Read more


Remaking Carceral Policy: A Response to Littman

Sep. 10, 2021—Keramet Reiter | 74 Vand. L. Rev. En Banc 457 (2021) | Aaron Littman’s Jails, Sheriffs, and Carceral Policymaking marshals an immense amount of empirical data, drawn from a dizzying array of legal and policy sources, to reframe our thinking about what is and should be possible in criminal justice reform at the local level....

Read more


Chancery Court Refuses To Dismiss Aiding and Abetting Claim Against Target Company Financial Advisor, but Grants Dismissal to Outside Counsel and Buyer

Sep. 6, 2021—Robert S. Reder & Katherine H. Monks | 74 Vand. L. Rev. En Banc 445 (2021) | In a search for deep-pocketed defendants in M&A-related stockholder litigation, plaintiffs often add aiding and abetting claims against financial advisors, outside counsel, and buyers to the underlying breach of fiduciary duty claims. Consider, for example, RBC Cap. Mkts.,...

Read more


Neutralizing the “800-[P]ound [G]orilla”: Chancery Court Denies Motions To Dismiss Breach of Fiduciary Duty Claims Against Controlling Stockholder Engaged in Conflicted Transaction and Special Committee Members

Sep. 2, 2021—Robert S. Reder & Lisa Orucevic | 74 Vand. L. Rev. En Banc 431 (2021) | The Delaware Court of Chancery (“Chancery Court”) generally is suspicious of a transaction involving a corporation and its controlling stockholder “where the controller indisputably stands on both sides” (quoting Viacom Litigation here and throughout the piece unless otherwise noted)....

Read more


Pleading-Stage Dismissal via Corwin Denied to 34.8% Stockholder Alleged To Control Both Sides of Challenged Transaction

Sep. 2, 2021—Robert S. Reder & John K. Neal, Jr. | 74 Vand. L. Rev. En Banc 419 (2021) | Under the Delaware Supreme Court’s landmark ruling in Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304 (Del. 2015) (“Corwin”), a transaction “approved by a fully informed, uncoerced vote of the disinterested stockholders” will attract business judgment...

Read more


Chancery Court Again Refuses Preliminary Dismissal due to Well-Pled Allegations that Sale Process Orchestrated by Target Company Fiduciary Failed To Satisfy Revlon Standards

Sep. 1, 2021—Robert S. Reder & Victoria D. Selover | 74 Vand. L. Rev. En Banc 407 (2021) | Several recent decisions of the Delaware Court of Chancery (“Chancery Court”) have considered the interplay between two iconic Delaware Supreme Court decisions rendered in the corporate sale context: Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d...

Read more


MFW’s Ab Initio Requirement Not Satisfied When Controlling Stockholder Negotiated with Minority Stockholder Before Acceding to “[D]ual [P]rotections”

Aug. 31, 2021—Robert S. Reder & Connor J. Breed | 74 Vand. L. Rev. En Banc 397 (2021) | In In re HomeFed Corp. S’holder Litig., No. 2019-0592-AGB, 2020 Del. Ch. LEXIS 235 (Del. Ch. July 13, 2020) (“HomeFed”), the Delaware Court of Chancery (“Chancery Court”) denied pleading-stage dismissal of claims challenging a controlling stockholder-led buyout. In...

Read more


Chancery Court Determines that Merger Partner Breached “Efforts Covenants” in Connection with “[S]tar-[C]rossed” Combination of Health Insurance Giants

Aug. 28, 2021—Robert S. Reder & Connor J. Breed | 74 Vand. L. Rev. En Banc 383 (2021) | Amid a flurry of industry consolidations, Anthem, Inc. (“Anthem”) and Cigna Corporation (“Cigna”), the second and third largest health insurers in the United States, entered into an Agreement and Plan of Merger dated July 23, 2015 (“Merger Agreement”)....

Read more


Chancery Court Takes a Deep Dive into Imprecise Asset Purchase Agreement Language

Aug. 27, 2021—Robert S. Reder & Gabrielle M. Haddad | 74 Vand. L. Rev. En Banc 375 (2021) | Precise language and adherence to market conventions are crucial elements when negotiating and drafting commercial agreements. In Dermatology Assocs. of San Antonio v. Oliver St. Dermatology Mgmt. LLC, No. 2017-0665-KSJM, 2020 WL 4581674 (Del. Ch. Aug. 10, 2020),...

Read more


Purchase Agreement’s Failure To Toll Running of Survival Period Dooms Indemnification Claims Despite Buyer’s Timely Claim Notice

Aug. 27, 2021—Robert S. Reder & John H. Gibbons | 74 Vand. L. Rev. En Banc 367 (2021) | In the context of contracts governing merger and acquisition (“M&A”) transactions, survival clauses specify the period of time after closing during which the buyer may claim indemnification from the seller for losses caused by various breaches of the...

Read more


The Price of Free Elections

Aug. 26, 2021—G. Michael Parsons | 74 Vand. L. Rev. En Banc 335 (2021) | How much does an election cost? For a democracy as old as ours, the answer is surprisingly unclear . . . . Among the many contributions of Democracy on a Shoestring, then, is to spur more concrete thinking about the costs and...

Read more


Federalizing the Voting Rights Act

Aug. 22, 2021—Travis Crum | 74 Vand. L. Rev. En Banc 323 (2021) | In Presidential Control of Elections, Professor Lisa Marshall Manheim masterfully canvasses how “a president can affect the rules of elections that purport to hold him accountable” and thereby “undermine the democratic will and delegitimize the executive branch.” Bringing together insights from administrative law...

Read more


Rethinking the Silent Treatment

Aug. 22, 2021—Sasha Gombar | 74 Vand. L. Rev. En Banc 289 (2021) | When the hashtag “MeToo” was popularized in the wake of the Harvey Weinstein scandal, the underlying philosophy was simple. Too many people had claimed that women’s stories about sexual assault lacked corroboration, dismissing evidence of workplace sexism as merely “anecdotal.” However, when enough women started telling...

Read more


“Laboratories of Jurisprudence?: The Role of State Supreme Courts in a Federal System”

Aug. 17, 2021—Justice Jonathan Papik | 74 Vand. L. Rev. En Banc 271 (2021) | All of that really did make me wonder, as I was preparing to come here, what I could possibly have to offer. The one thing that gives me some solace is that, based on my recollection, the majority of your previous speakers...

Read more


Chancery Court Considers Whether Either Party to Failed Multibillion Dollar Merger Was Entitled to Payment of a Fixed Termination Fee

Aug. 11, 2021—Robert S. Reder & Maryam Saad | 74 Vand. L. Rev. En Banc 263 (2021) | The Williams Companies, Inc. (“Williams”) and Energy Transfer L.P. (“ETE”) are “significant players in the energy pipeline business” (quoting Williams II below). On September 28, 2015, Williams and ETE agreed to a complicated “multi-billion-dollar merger” (quoting Williams II below)...

Read more