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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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Delaware Chancery Disqualifies Lead Petitioners in Dell Appraisal Who Inadvertently Voted “FOR” Management Buyout

Nov. 11, 2016—Delaware Chancery Disqualifies Lead Petitioners in Dell Appraisal Who Inadvertently Voted “FOR” Management Buyout ABSTRACT Delaware Chancery Disqualifies Lead Petitioners in Dell Appraisal Who Inadvertently Voted “FOR” Management Buyout AUTHORS 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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Diagnosis and Treatment of the “Superiority Problem”

Oct. 27, 2016—Diagnosis and Treatment of the “Superiority Problem” Response to Christine P. Bartholomew, The Failed Superiority Experiment, 69 Vand. L. Rev. 1295 (2016). AUTHOR Professor of Law, Notre Dame Law School.

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Is Erie Normal?

Oct. 27, 2016—Is Erie Normal Response to Susanna Sherry, Normalizing Erie, 69 Vand. L. Rev. 1161 (2016). AUTHOR Professor of Law, Antonin Scalia Law School, George Mason University.

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Delaware Court Enjoins “Board Reduction Plan” Aimed at Undermining Threatened Proxy Contest

Oct. 7, 2016—Delaware Court Enjoins “Board Reduction Plan” Aimed at Undermining Threatened Proxy Contest ABSTRACT Explains that enhanced scrutiny, requiring a compelling justification for electoral manipulations, is the appropriate judicial standard of review. AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank,...

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Delaware Court Dismisses Duty of Loyalty Claim Against Disinterested, Independent Directors

Sep. 16, 2016—Delaware Court Dismisses Duty of Loyalty Claim Against Disinterested, Independent Directors ABSTRACT Informed Board’s decision to disregard “speculative” valuation methods when recommending a company sale not so egregious as to constitute bad faith. 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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Delaware Chancery Court Extends “Cleansing Effect” of Stockholder Approval Under KKR to Two-Step Acquisition Structure

Jul. 21, 2016—Delaware Chancery Court Extends “Cleansing Effect” of Stockholder Approval Under KKR to Two-Step Acquisition Structure ABSTRACT Court finds stockholder tender of majority shares in first step of DGCL §251(h) merger equivalent to stockholder vote in one-step merger. Dismisses breach of fiduciary duty claim against target board and related aiding and abetting claim against its financial...

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Delaware Supreme Court Clarifies “Cleansing Effect” of Fully-Informed Stockholder Vote

Jul. 13, 2016—Delaware Supreme Court Clarifies “Cleansing Effect” of Fully-Informed Stockholder Vote ABSTRACT Court also explains that: (i) Good faith reliance by corporate directors does not absolve M&A advisors from potential aiding and abetting liability; and (ii) Scienter is the standard for establishing aiding and abetting liability. AUTHOR Robert S. Reder Professor of the Practice of Law...

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Delaware Court Addresses Entrenchment Claims Brought Against Directors Under Activist Hedge Fund Attack

Jun. 19, 2016—Delware Court Addressess Entrenchment Claims Brought Against Directors Under Activist Hedge Fund Attack ABSTRACT Chancery Court finds terms of settlement with hedge fund not subject to Unocal enhanced scrutiny review. But refuses to dismiss fiduciary claims arising from defensive bylaw amendments adopted post-settlement. AUTHOR Robert S. Reder Professor of the Practice of Law at Vanderbilt...

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Shining a Light on Shadow Money

Apr. 22, 2016—Shining a Light on Shadow Money Reviewed: MORGAN RICKS, THE MONEY PROBLEM: RETHINKING FINANCIAL REGULATION (University of Chicago Press, 2014). AUTHOR Associate Professor of Law, University of California, Hastings College of the Law. I am grateful to Abe Cable and Reuel Schiller for helpful comments on drafts of this review.

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