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En Banc Category

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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Delaware Court Invalidates Commonly-Used Corporate Classified Board Provision as Contrary to Delaware Law

Apr. 15, 2016—Delaware Court Invalidates Commonly-Used Corporate Classified Board Provision as Contrary to Delaware Law 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 & McCloy LLP in New York City since his retirement as a partner in April 2011....

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Delaware Court Refuses to Dismiss Aiding and Abetting Claim Against Sell-Side M&A Financial Advisor

Apr. 15, 2016—Delaware Court Refuses to Dismiss Aiding and Abetting Claim Against Sell-Side M&A Financial Advisor 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 & McCloy LLP in New York City since his retirement as a partner in April...

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How Should a Judge Be: In Defense of the Judge as CEO

Apr. 6, 2016—How Should a Judge Be: In Defense of the Judge as CEO Response to Mitu Gulati & Richard A. Posner, The Management of Staff by Federal Court of Appeals Judges, 69 Vand. L. Rev. 479 (2016). AUTHOR Founder and managing editor, Above the Law, http://abovethelaw.com, and author, Supreme Ambitions (2014).  

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Pointing a Way Toward a Brighter Future for Public Education: A Comment on Lynch v. Alabama

Mar. 30, 2016—Pointing a Way Toward a Brighter Future for Public Education: A Comment on Lynch v. Alabama AUTHOR Vanderbilt University School of Law class of 2014. I would like to thank my wife Taylor for her helpful feedback and support during this long project; Dr. Randolph Horn for introducing me to the sordid history of the...

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In Praise of (Some) Ex Post Regulation: A Response to Professor Galle

Mar. 29, 2016—In Praise of (Some) Ex Post Regulation: A Response to Professor Galle Response to Brian Galle, In Praise of Ex Ante Regulation, 68 Vand. L. Rev. 1715 (2015). AUTHOR Wade H. and Dores M. McCree Collegiate Professor of Law, University of Michigan Law School.  

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Statistical Testing of Peremptory Challenge Data for Possible Discrimination: Application to Foster v. Chatman

Mar. 16, 2016—Statistical Testing of Peremptory Challenge Data for Possible Discrimination: Application to Foster v. Chatman AUTHOR Professor of Statistics and Economics, George Washington University. It is a pleasure to thank Ms. Lihui Cai, Prof. Edward Cheng, and the Editors of Vanderbilt Law Review En Banc for carefully reviewing a draft of the manuscript and making several...

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Delaware Chancery Court Resets the Rules of the Road for Disclosure-Only Settlements

Mar. 14, 2016—Delaware Chancery Court Resets the Rules of the Road for Disclosure-Only Settlements 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 & McCloy LLP in New York City since his retirement as a partner in April 2011. Lauren Messonnier Meyers...

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Delaware Supreme Court Upholds Multi-Million Dollar Damages Award Against Sell-Side M&A Advisor

Mar. 14, 2016—Delaware Supreme Court Upholds Multi-Million Dollar Damages Award Against Sell-Side M&A Advisor 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 & McCloy LLP in New York City since his retirement as a partner in April 2011. Margaret...

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