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En Banc Category

Ambiguities and Agency Cases: Reflections After (Almost) Ten Years on the Bench

Dec. 20, 2017—Ambiguities and Agency Cases AUTHOR Honorable Raymond M. Kethledge Judge, United States Court of Appeals, Sixth Circuit

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Neutral Principles and Political Power: A Response to Reverse Political Process Theory

Nov. 5, 2017—Neutral-Principles-and-Political-Power1 Response to Aaron Tang, Reverse Political Process Theory, 70 Vand. L. Rev. 1427 (2017). AUTHOR Matthew A. Seligman Climenko Fellow and Lecturer on Law, Harvard Law School.  

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Lost in Transplantation: The Supreme Court’s Post-Prudence Jurisprudence

Oct. 18, 2017—Lost in Transplantation The Supreme Court’s Post-Prudence Jurisprudence Response to Fred Smith, Undemocratic Restraint, 70 Vand. L. Rev. 845 (2017). AUTHOR Adam N. Steinman University Research Professor of Law, University of Alabama School of Law.  

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Delaware Court Refuses to Dismiss Common Stockholder’s Challenge to Redemption of Preferred Stock Owned by Controlling Stockholder

Sep. 18, 2017—Delaware-Court-Refuses-to-Dismiss-Common-Stockholders-Challenge-to-Redemption-of-Preferred-Stock-Owned-by-Controlling-Stockholder1 ABSTRACT Fiduciary standard of conduct requires board to maximize long-term value of common stock when exercising discretion in connection with contract rights of preferred stockholders AUTHOR Robert S. Reder Robert S. Reder, Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley...

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Delaware Court Enjoins Stockholder Vote Pending Corrective Disclosures

Aug. 31, 2017—Delaware Court Enjoins Stockholder Vote Pending Corrective Disclosures ABSTRACT Requires a “complete picture of the facts in one place” before allowing acquiring company stockholder meeting to proceed AUTHOR Robert S. Reder Robert S. Reder, Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed,...

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Delaware Court Grants Pleading-Stage Dismissal of Litigation Challenging Control Stockholder-Led Buyout

Aug. 31, 2017—Delaware Court Grants Pleading-Stage Dismissal of Litigation Challenging Control Stockholder-Led Buyout ABSTRACT Because buyout followed “M&F Framework,” court not troubled by existence of higher third-party offer that was rejected by control stockholders AUTHOR Robert S. Reder Robert S. Reder, Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a...

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Delaware Chancellor Again Invokes Corwin in Granting Directors’ Motion to Dismiss Breach of Fiduciary Duty Claim

Aug. 31, 2017—Delaware-Chancellor-Again-Invokes-Corwin-In-Granting-Directors-Motion-to-Dismiss1 ABSTRACT Discusses potential application of Corwin in the context of allegedly unreasonable deal protections included in merger agreement AUTHOR Robert S. Reder Robert S. Reder, Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New York City...

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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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