JournalTOCs

Vanderbilt Law Review
Journal Prestige (SJR): 0.964

Citation Impact (citeScore): 1
Number of Followers: 5

Free journal
ISSN (Print) 0042-2533
Published by Vanderbilt University

[1 journal]

Will Corporations Deliver Value to All Stakeholders'
- Authors: woodszm
  Abstract: Lucian A. Bebchuk & Roberto Tallarita | 75 Vand. L. Rev. 1031 (2022) | Amid growing concerns for the effects that corporations have on stakeholders, supporters of stakeholder governance advocate relying on corporate leaders to use their discretion to protect stakeholders, and they seem to take corporate pledges to do so at face value. By contrast, critics...The post Will Corporations Deliver Value to All Stakeholders' appeared first on Vanderbilt Law Review.
  PubDate: Wed, 18 May 2022 19:39:06 +000
The Inequity of Informal Guidance
- Authors: woodszm
  Abstract: Joshua D. Blank & Leigh Osofsky | 75 Vand. L. Rev. 1093 (2022) | The coexistence of formal and informal law is a hallmark feature of the U.S. tax system. Congress and the Treasury enact formal law, such as statutes and regulations, while the Internal Revenue Service offers the public informal explanations and summaries, such as...The post The Inequity of Informal Guidance appeared first on Vanderbilt Law Review.
  PubDate: Wed, 18 May 2022 19:38:56 +000
Authoring Prior Art
- Authors: woodszm
  Abstract: Joseph P. Fishman & Kristelia García | 75 Vand. L. Rev. 1159 (2022) | Patent law and copyright law are widely understood to diverge in how they approach prior art, the universe of information that already existed before a particular innovation’s development. For patents, prior art is paramount. An invention can’t be patented unless it is...The post Authoring Prior Art appeared first on Vanderbilt Law Review.
  PubDate: Wed, 18 May 2022 19:38:44 +000
Nondelegation in the States
- Authors: woodszm
  Abstract: Benjamin Silver | 75 Vand. L. Rev. 1211 (2022) | American public law is on the precipice of a nondelegation revival. Yet scholars have largely ignored the greatest wellspring of American nondelegation law: that of the states. As a result, the nondelegation literature is badly in need of a broad and deep examination of state nondelegation....The post Nondelegation in the States appeared first on Vanderbilt Law Review.
  PubDate: Wed, 18 May 2022 19:38:33 +000
Deliberately Indifferent: Institutional Liability for Further Harassment
in Student-on-Student Title IX Cases
- Authors: woodszm
  Abstract: Jacob R. Goodman | 75 Vand. L. Rev. 1273 (2022) | Sexual harassment is an unfortunate problem far too many have experienced. Universities and other educational institutions owe a duty, both legal and moral, to protect students from sexual harassment, and in turn to allow students to receive the full benefits of their education. But a...The post Deliberately Indifferent: Institutional Liability for Further Harassment in Student-on-Student Title IX Cases appeared first on Vanderbilt Law Review.
  PubDate: Wed, 18 May 2022 19:38:21 +000
Finding the Boundaries of Equitable Disgorgement
- Authors: woodszm
  Abstract: Cameron K. Hood | 75 Vand. L. Rev. 1307 (2022) | The disgorgement of “ill-gotten gains” is a significant mechanism for enforcing the securities laws. By compelling a violator of the securities laws to forfeit their illegal proceeds, disgorgement serves as a strong deterrent for securities fraud and an important method by which investors are compensated...The post Finding the Boundaries of Equitable Disgorgement appeared first on Vanderbilt Law Review.
  PubDate: Wed, 18 May 2022 19:38:10 +000
Democracy and Disenchantment
- Authors: woodszm
  Abstract: Ashraf Ahmed | 75 Vand. L. Rev. En Banc 223 (2022) | This piece is a response to Ryan D. Doerfler & Samuel Moyn, The Ghost of John Hart Ely, 75 VAND. L. REV 769 (2022). The Ghost of John Hart Ely is Doerfler and Moyn’s latest salvo against American judicial review. This time, however, their...The post Democracy and Disenchantment appeared first on Vanderbilt Law Review.
  PubDate: Tue, 17 May 2022 10:06:06 +000
Hunting for Nondelegation Doctrine’s Snark
- Authors: woodszm
  Abstract: Roderick M. Hills, Jr. | 75 Vand. L. Rev. En Banc 215 (2022) | This piece is a response to Ben Silver, Nondelegation in the States, 75 VAND. L. REV. 1211, 1221 (2022). There is much to like about Silver’s article: it is analytically sharp, doctrinally comprehensive, and written with clarity and grace. Moreover, on...The post Hunting for Nondelegation Doctrine’s Snark appeared first on Vanderbilt Law Review.
  PubDate: Tue, 17 May 2022 10:06:00 +000
Can Better Juries Fix American Criminal Justice'
- Authors: woodszm
  Abstract: Darryl K. Brown | 75 Vand. L. Rev. En Banc 205 (2022) | This piece is a response to Daniel Epps & William Ortman, The Informed Jury, 75 VAND. L. REV. 823 (2022). Professors Daniel Epps and William Ortman argue that it could. In their Article The Informed Jury, Epps and Ortman propose that trial...The post Can Better Juries Fix American Criminal Justice' appeared first on Vanderbilt Law Review.
  PubDate: Tue, 17 May 2022 10:05:50 +000
CHANCERY COURT DECLINED TO APPLY BLASIUS “COMPELLING JUSTIFICATION”
STANDARD IN SUSTAINING BOARD’S REJECTION OF OPPOSITION SLATE UNDER
“COMMONPLACE” ADVANCE NOTICE BYLAW
- Authors: woodszm
  Abstract: Robert S. Reder & Gabrielle M. Haddad | 75 Vand. L. Rev. En Banc 195 (2022) | Under § 141(a) of the Delaware General Corporation Law (“DGCL”), “the business and affairs of every corporation . . . shall be managed by or under the direction of a board of directors . . . .” In light of this sweeping grant of authority to...The post CHANCERY COURT DECLINED TO APPLY BLASIUS “COMPELLING JUSTIFICATION” STANDARD IN SUSTAINING BOARD’S REJECTION OF OPPOSITION SLATE UNDER “COMMONPLACE” ADVANCE NOTICE BYLAW appeared first on Vanderbilt Law Review.
  PubDate: Thu, 12 May 2022 11:19:24 +000
CHANCERY COURT PROVIDES ADDITIONAL CLARITY ON DISCLOSURE REQUIREMENTS FOR
ESTABLISHING CORWIN DEFENSE
- Authors: woodszm
  Abstract: Robert S. Reder & Stanley N. Medlin | 75 Vand. L. Rev. En Banc 187 (2022) | At the other end of the spectrum, as explained by Vice Chancellor Sam Glasscock III in Galindo v. Stover, CA No. 2021-0031-SG (Del. Ch. Jan. 26, 2022) (“Galindo”), “directors need not provide exhaustive information in seeking a stockholder...The post CHANCERY COURT PROVIDES ADDITIONAL CLARITY ON DISCLOSURE REQUIREMENTS FOR ESTABLISHING CORWIN DEFENSE appeared first on Vanderbilt Law Review.
  PubDate: Thu, 12 May 2022 11:18:54 +000
THE WORDS MEAN WHAT THEY SAY: CHANCERY COURT ADHERES TO PLAIN MEANING OF
TYPICAL CONTRACT TERMS
- Authors: woodszm
  Abstract: Robert S. Reder & Paul W. d’Ambrosio | 75 Vand. L. Rev. En Banc 179 (2022) | In Yatra Online, Inc. v. Ebix, Inc., C.A. No. 2020-0444-JRS (Del. Ch. Aug. 30, 2021), Vice Chancellor Joseph R. Slights III ruled that a merger agreement provision stating “there shall be no liability on the part of any...The post THE WORDS MEAN WHAT THEY SAY: CHANCERY COURT ADHERES TO PLAIN MEANING OF TYPICAL CONTRACT TERMS appeared first on Vanderbilt Law Review.
  PubDate: Thu, 12 May 2022 11:17:16 +000
CHANCERY COURT APPLIES “WELL-WORN FIDUCIARY PRINCIPLES” TO ADDRESS
“NOVEL ISSUES” PRESENTED BY SPAC DISCLOSURE LITIGATION
- Authors: woodszm
  Abstract: Robert S. Reder | 75 Vand. L. Rev. En Banc 167 (2022) | In In Re MultiPlan Corp. S’holders Litig., 268 A.3d 784 (Del. Ch. 2022) (“MultiPlan”), the Delaware Court of Chancery (“Chancery Court”) confronted—for the first time—litigation over one of the most popular devices currently available to privately-held businesses seeking “to access the public...The post CHANCERY COURT APPLIES “WELL-WORN FIDUCIARY PRINCIPLES” TO ADDRESS “NOVEL ISSUES” PRESENTED BY SPAC DISCLOSURE LITIGATION appeared first on Vanderbilt Law Review.
  PubDate: Thu, 12 May 2022 11:16:48 +000
MFW FRAMEWORK REQUIRES MAJORITY-OF-MINORITY STOCKHOLDER APPROVAL EVEN WHEN
CONTROLLER STRUCTURES TRANSACTION TO AVOID STATUTORY STOCKHOLDER VOTE
- Authors: woodszm
  Abstract: Robert S. Reder | 75 Vand. L. Rev. En Banc 157 (2022) | In Berteau v. Glazek, C.A. No. 2020-0873-PAF (Del. Ch. June 30, 2021) (“Berteau”), Vice Chancellor Paul A. Fioravanti, Jr. of the Delaware Court of Chancery (“Chancery Court”) confronted a “novel,” but ultimately “unpersuasive,” theory concerning the judicial standard of review applicable to...The post MFW FRAMEWORK REQUIRES MAJORITY-OF-MINORITY STOCKHOLDER APPROVAL EVEN WHEN CONTROLLER STRUCTURES TRANSACTION TO AVOID STATUTORY STOCKHOLDER VOTE appeared first on Vanderbilt Law Review.
  PubDate: Thu, 12 May 2022 11:16:03 +000
High-End Bargaining Problems
- Authors: woodszm
  Abstract: William W. Clayton | 75 Vand. L. Rev. 703 (2022) | Many important areas of the law place great confidence in the ability of contracting parties to bargain effectively. In this Article, I question the wisdom of a formalistic faith in bargaining by identifying flaws in the bargaining process at the high end of the market,...The post High-End Bargaining Problems appeared first on Vanderbilt Law Review.
  PubDate: Thu, 21 Apr 2022 10:27:48 +000