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Delaware Court Refuses to Invoke Corwin to “Cleanse” Alleged Director Misconduct Despite Stockholder Vote Approving Merger

Aug. 31, 2017—Delaware Court Refuses to Invoke Corwin to Cleanse Alleged Director Misconduct ABSTRACT Alleged material omissions in disclosures to stockholders lead court to deny defendant directors’ motion to dismiss; also addresses meaning of “coercion” in Corwin context AUTHOR Robert S. Reder Robert S. Reder, Professor of the Practice of Law at Vanderbilt University Law School, has...

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Institutional Effects on Reciprocal Legitimation in the Federal Courts

May. 23, 2017—Institutional Effects on Reciprocal Legitimation in the Federal Courts Response to Neil S. Siegel, Reciprocal Legitimation in the Federal Courts System, 70 Vand. L. Rev. 1183 (2017). AUTHOR Donald P. Klekamp Professor of Law, University of Cincinnati College of Law

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A Mild Defense of Our New Machine Overlords

May. 23, 2017—A Mild Defense of Our New Machine Overlords Response to Kiel Brennan-Marquez, “Plausible Cause”: Explanatory Standards in the Age of Powerful Machines, 70 Vand. L. Rev. 1249 (2017). AUTHOR Visiting Fellow, Yale Information Society Project; Visiting Researcher, Georgetown University Law Center. J.D. 2011, University of Michigan.  

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Delaware Courts Confront Question Whether “Cleansing Effect” of Corwin Applies to Duty of Loyalty Claims

May. 9, 2017—Delaware Courts Confront Question ABSTRACT Recent rulings settle apparent divergence between Comstock and Larkin decisions and narrow exception to application of Corwin to cases where controlling stockholder extracts personal benefits in a merger transaction AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting...

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Doubling Down on “Plain Language”: Delaware Court Extends In re VAALCO Energy by Invalidating Supermajority Vote Requirement for Director Removal

May. 4, 2017—Doubling Down on Plain Language Delaware Court Extends ABSTRACT Court finds that plain language of DGCL §141(k) unequivocally requires only a simple stockholder majority to remove members of an unclassified board of directors AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney...

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Short-Circuiting the New Major Questions Doctrine

Apr. 25, 2017—Short-Circuiting the New Major Questions Doctrine Response to Michael Coenen & Seth Davis, Minor Courts, Major Questions, 70 Vand. L. Rev. 777 (2017). ABSTRACT In Minor Courts, Major Questions, Michael Coenen and Seth Davis advance perhaps the most provocative proposal to date to address the new major questions doctrine articulated in King v. Burwell. They...

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Changing Lanes: The Criminalization of Refusal in DUI Laws

Apr. 25, 2017—Changing Lanes: The Criminalization of Refusal in DUI Laws AUTHOR J.D. Candidate , May 2017, Vanderbilt University Law School; B.S., 2013, Tulane University.

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To “B” or not to “B”: Duties of Directors and Rights of Stakeholders in Benefit Corporations

Apr. 20, 2017—To-B-or-not-to-B-Duties-of-Directors-and-RIghts-of-Stakeholders-in-Benefit-Corporations ABSTRACT An emerging legal form for business entities is the Benefit Corporation, a variation on the traditional for-profit corporation that grants the board of directors broader discretion to consider nonshareholder constituents in corporate management decisions. Although this corporate form adequately responds to consumers’ weariness of “big business” and attracts shareholders who value social responsibility...

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The Township, The Hope of Democracy?: History As Moral Act

Apr. 6, 2017—The Township, The Hope of Democracy?: History As Moral Act Response to Daniel Farbman, Reconstructing Local Government, 70 Vand. L. Rev. 413 (2017). AUTHOR Samuel I. Golieb Fellow, New York University School of Law. JD, Harvard Law School. Ph.D. Candidate in History, Princeton University.    

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Free Speech and Terrorist Speech: An Essay on Dangerous Ideas

Mar. 31, 2017—Free Speech and Terrorist Speech: An Essay on Dangerous Ideas Response to Alexander Tsesis, Terrorist Speech on Social Media, 70 Vand. L. Rev. 651 (2017). AUTHOR Distinguished Professor of Law, University of South Carolina School of Law.

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Historical and Comparative Reflections

Mar. 16, 2017—Historical and Comparative Reflections Response to Nicole Stelle Garnett, Sector Agnosticism and the Coming Transformation of Education Law, 70 Vand. L. Rev. 1 (2017). AUTHOR EdD, PhD, and Professor emeritus of Educational Leadership and Policy Studies, Boston University.

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What MDL and Class Actions Have in Common

Mar. 14, 2017—What MDL and Class Actions Have in Common Response to Elizabeth Chamblee Burch, Monopolies in Multidistrict Litigation, 70 Vand. L. Rev. 67 (2017). AUTHOR Professor, Fordham University School of Law.

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Dell Appraisal Proceeding: Delaware Court of Chancery Finds Price Payable in Management Buyout Understates “Fair Value” by 28%

Feb. 27, 2017—Dell Appraisal Proceeding Delaware Court of Chancery Finds Price Payable in Management Buyout Understates “Fair Value” by 28% ABSTRACT Vice Chancellor Laster declines to give weight to transaction price negotiated by independent board committee and approved by unaffiliated stockholders AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has...

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Delaware Courts Diverge on Whether “Cleansing Effect” of Corwin Applies to Duty of Loyalty Claims

Jan. 13, 2017—Delaware Courts Diverge on Whether “Cleansing Effect” of Corwin Applies to Duty of Loyalty Claims ABSTRACT Comstock requires a finding that entire fairness review is inapplicable before Corwin triggers business judgment deference. Larkin applies Corwin’s “cleansing effect” to all transactions absent a controlling stockholder. AUTHORS Robert S. Reder Professor of the Practice of Law at...

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The Constitution of Agency Statutory Interpretation

Nov. 18, 2016—The Constitution of Agency Statutory Interpretation Response to Aaron Saiger, Agencies’ Obligation to Interpret the Statute, 69 Vand. L. Rev. 1231 (2016). AUTHOR Cabell Research Professor of Law, William & Mary Law School.

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Explaining SCOTUS Repeaters

Nov. 16, 2016—Explaining SCOTUS Repeaters Response to Jason Iuliano & Ya Sheng Lin, Supreme Court Repeaters, 69 Vand. L. Rev. 1349 (2016). AUTHOR Assistant Professor of Law, UCLA School of Law.  

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