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Lanza V. Drexel & Company: Rule 10b-5 And The Outside Director, Maine Law Review

Maine Law Review

In Lanza v. Drexel & Company, the United States Court of Appeals for the Second Circuit, over two vigorous dissents, held that a corporate director was not liable for negligence when he neither participated in stock transfer negotiations nor had knowledge of material misrepresentations and omissions made in those negotiations. The court rejected the proposition that rule 10b-5 imposed liability on nonparticipating directors for the negligent failure to communicate material adverse information to prospective purchasers. The analysis used in Lanza raises still further questions about the implications of rule 10b-5 and its relationship to section 11 of the 1933 Securities …

Forbes V. Wells Beach Casino And The Contemporaneous Ownership Rule, Maine Law Review

Maine Law Review

Prior to the enactment of Title 13-A of the Maine Business Corporation Act in January 1972, it was unsettled in Maine law whether a stockholder suing in a derivative action had to allege ownership of stock at the time of the wrongful transaction. In Forbes v. Wells Beach Casino, Inc., initiated before Title 13-A became effective, the Maine Supreme Judicial Court handed down its initial pronouncement on the stockholder standing issue. The decision makes clear that even in those jurisdictions where contemporaneous ownership is required, the rule is not absolute. The Maine court found that there are instances in which …

Bangor And Aroostook Railroad V. Bangor Punta Operations, Inc.: The Public As A Real Party In Interest In Corporate Mismanagement Suits, Maine Law Review

Maine Law Review

For many of the nation's railroads, the early 1960's was a period of financial instability. To fund necessary capital improvements and to provide supportive financing in times of crisis, some railroads were affiliated with unrelated industries possessing superior growth rates. The railroads usually formed holding companies to own and manage the outside properties. The Bangor and Aroostook Railroad (BAR) followed this pattern when it formed Bangor and Aroostook Company (BAC) in 1960. Most of the stockholders of BAR exchanged their stock for BAC stock. Four years later, BAC was merged with another conglomerate to form Bangor Punta Corporation (Bangor Punta). …

Compensating Victims Of Crime: Individual Responsibility And Governmental Compensation Plans, Maine Law Review

Maine Law Review

During the last decade, legal scholars, criminologists, and sociologists have extensively discussed proposals for the compensation of injured victims of crime. The scholarly debate will, in all likelihood, soon come to fruition in the form of comprehensive federal legislation designed to provide an orderly and uniform governmental remedy for persons suffering losses as a result of criminally inflicted personal injury. The years following the widespread adoption of compensation programs will be crucial in the development of an effective and therapeutic system of criminal justice. As criminal sanctions are directed more toward reformation than punishment, and as compensation to victims is …

Due Process And Supremacy As Foundations For The Adequacy Rule: The Remains Of Federalism After Wilbur V. Mullaney, Maine Law Review

Maine Law Review

Stillman E. Wilbur, Jr., was found guilty of murder by a jury in a Maine Superior Court and appealed, contending that the trial judge's instructions violated due process. In essence, the trial court instructed the jury that if it were satisfied beyond a reasonable doubt that Wilbur had committed a voluntary and intentional killing, malice aforethought was presumed, and therefore, the defendant would be guilty of murder unless he established by a preponderance of the evidence that he had killed in the heat of passion upon sudden provocation, in which case the jury could find him guilty of manslaughter. The …

Corenco V. Schiavone: The Cash Tender Offeror As Corporate Raider, Maine Law Review

Maine Law Review

The concern of both the federal and state courts in the litigation between Schiavone and Corenco was to provide adequate protection to the existing shareholders of the target company during the battle for corporate control. Viewed together, these cases illustrate the limits of federal protection and the possibility of further protection through state law. This Note analyzes the rationales of both decisions and considers whether further regulation is warranted.

Subchapter S And Selected Problems In Close Corporation Planning, Martin A. Rogoff

Maine Law Review

The basic scheme of Subchapter S has already been thoroughly explained and discussed, and there is an extensive literature dealing with particular Subchapter S problems. It is the purpose of this article to focus on recent litigation in three especially troublesome areas, where the actual requirements or effects of a Subchapter S election necessitate foresight and careful planning to enable the shareholders of an electing corporation to obtain the maximum tax advantage. These areas are corporate distributions, the net operating loss passthrough, and the single class of stock rule.

Beyond The Ivy League: Stopping The Spread Of Antisemitism On American Campuses: Hearing Before The H. Comm. On Educ. & The Workforce, 119th Cong., May 7, 2025 (Statement Of David D. Cole), David Cole

Testimony Before Congress

In this testimony, submitted to the House Committee on Education and the Workforce for a hearing on antisemitism on campus, I sought to offer a legal framework for considering antisemitic speech on campus. The testimony cautions against equating criticism of Israel with antisemitism. But more importantly, it notes that even where speech is actually antisemitic, it is generally protected by the First Amendment (and therefore also protected by private university policies that protect free speech on campus). Title VI of the Civil Rights Act does not prohibit antisemitic speech, even virulently antisemitic speech. It prohibits discrimination on the basis of …

Intervention, Force & Coercion: A Historical Inquiry On The Evolution Of The Prohibition On Intervention, Mohamed S. Helal

International Law Studies

In the Nicaragua Case, the International Court of Justice described coercion as the “very essence of prohibited intervention.” The characterization of coercion as an essential element of non-intervention has become unquestioningly accepted by States and scholars and has dominated debates on how the prohibition on intervention applies in various contexts, including in relation to economic sanctions and cyberoperations. This article challenges the ICJ’s assertion. It does so by retracing the history of the evolution of the prohibition on intervention. It begins by surveying the travaux préparatoires of three Inter-American treaties in which non-intervention was first codified, and then explores the …

Law School News: Rising Leaders In Justice: Celebrating Rwu Law's Class Of 2025 Honorees 05-07-2025, Jane Govednik

Life of the Law School (1993- )

No abstract provided.

Chatgpt Didn’T Write This . . . Or Did It? The Emergence Of Generative Ai In The Legal Field And Lessons From Mata V. Avianca, James H. Curlin Iv

Arkansas Law Review

It’s no secret: Artificial Intelligence (“AI”), for better or worse, is revolutionizing the world. The legal field and legal education at large are not immune to this explosion of possible uses for AI technology. However, as with any technological advancement, AI and Generative Language Models bring with them many challenges, including the implications of their use. One such challenge was vividly presented in the case of Mata v. Avianca, often referred to as “The ChatGPT Case.” Mata is a cautionary tale of the potential missteps that can trip up the unwitting user who naively relies on the lofty promises of …

Building Layered Defenses To Reduce Illegal Gun Violence, Samuel Kan

Arkansas Law Review

The government and stakeholders in society must act within their span of control to eradicate excessive and illegal gun violence. It is not surprising that a majority of Americans “say gun violence is a very big problem in the country[,] . . . they expect the level of gun violence to increase[, and] . . . it is too easy to legally obtain a gun” in the United States. This Article tackles this politically charged issue and recommends specific strategies for the government and stakeholders in society to reduce unlawful firearm violence and its harmful effects. At the heart of …

This Land Is Your Land, This Land Is My Land: The Keys To Unlocking Eight Million Acres Of Checkerboarded Public Land, Dalton Springer

Arkansas Law Review

The term “checkerboarded land” has become associated with alternating public and private square-mile lots in Western states such as Wyoming, Colorado, Washington, Idaho, Montana, Utah, Nevada, and Arizona. In the mid-19th century, the United States was in the throes of Manifest Destiny. President Abraham Lincoln signed the 1862 Pacific Railway Act which aimed to connect the eastern United States with the newly acquired western territories by developing the Transcontinental Railroad. As an incentive for building the rail line, the federal government granted the even-numbered one-square-mile sections of land to the railroad companies, while retaining the odd-numbered one-square-mile sections for itself. …

Lawyers, Trauma, And Professional Well-Being: How The Legal Community Takes Back Its Mental Health, Brenda D. Gibson

Arkansas Law Review

Accompanying a notable shift in the legal academy to being more attentive to our students’ mental health, there must be an equal (or even greater) shift to focusing on trauma, mental health, and well-being in the broader profession. Significantly, trauma and its effects are compounded when combined with the challenges faced by underrepresented populations within the profession. To date, these challenges have been greeted by an ad hoc, piecemeal reaction to stress and trauma,10 which only inhibits wellness in the profession. Part I explores the current literature in both the humanities and the legal profession, beginning with a brief discussion …

Breaking Down The Walls: Changes To Single-Family Residential Zoning To Improve Housing Affordability And Inclusivity, Jackson Barton, J.D.

Lincoln Memorial University Law Review Archive

Single-family residential zoning has long been a method to keep unwanted individuals and families out of wealthier, more affluent neighborhoods. What area an individual or family lives in can dictate many aspects of their lives, including their job opportunities, access to health care, and their kids’ education options. By implementing changes to single-family zoning and allowing higher population density in suburbs and small towns, cities and states can create neighborhoods that are welcoming to a wide range of the socioeconomic spectrum.This comment discusses the changes that many states, municipalities, and cities have made to their long-standing zoning schemes in the …

The New And Improved Vawa: A Look Into State Law And Local Nuisance Ordinances After The 2022 Reauthorization, Alexis Stevens, J.D.

Lincoln Memorial University Law Review Archive

The Violence Against Women Act has protected victims of domestic violence, dating violence, stalking and sexual harassment for over 30 years now. The Act has been reauthorized four times, providing stronger protection for victims each time. The most recent reauthorization in 2022 includes protection for domestic violence victims against chronic nuisance ordinances. These ordinances allow municipalities to punish landlords and tenants if a tenant calls the police too many times to the property, including times in which a domestic violence victim, seeking help, calls the police on their perpetrator. Many states have enacted statutes that align with the 2022 Reauthorization …

The Low-Income Housing Tax Credit In 2024: Where Have We Been And Where Are We Going?, Kelley Moore, J.D.

Lincoln Memorial University Law Review Archive

The Low-Income Housing Tax Credit was introduced by Congress to incentivize private developers to create more affordable housing supply in the United States. The LIHTC is the largest affordable housing development program and is responsible for the creation of most affordable housing in the U.S. In simple terms, developers are given tax credits for committing to keep rent affordable for a minimum of 30 years. Given that that program is approximately 32 years old, we are just now seeing what is happening to properties that were created by the help of the LIHTC when their developers or owners no longer …

Federalizing Professionalism: How The Seventh Circuit Rewrote Indiana Ethics Law, Leonard C. Brahin, J.D.

Lincoln Memorial University Law Review Archive

While sitting in diversity and adjudicating a federal question, federal courts are occasionally tasked with handling ethical questions about attorney conduct. Despite the frequency that such issues emerge, there are neither uniform federal ethics rules for attorneys nor a consensus amongst the circuits on how to apply (or even use) state ethics rules. Some federal courts have adopted the ethics rules of the state in which they sit. Others have no rules at all. In the Seventh Circuit, federal courts have adopted and interpreted the ethics rules of the states where they sit, independent from state courts and commissions that …

A Court Under Scrutiny: How Ethical Failures Endanger The Legitimacy Of The Supreme Court, Presley A. Overbey, J.D.

Lincoln Memorial University Law Review Archive

This Note explores the deepening legitimacy crisis facing the United States Supreme Court, arguing that ethical failures among its justices have eroded public confidence in the institution and threaten the foundational principles of American democracy. Beginning with an analysis of Institutional legitimacy and its relationship to public acceptance, this Note articulates why legitimacy, not merely power or authority, is essential to the judiciary’s function. Tracing the historical development of the Court and its evolving public perception, this Note Examines recent ethical controversies involving Supreme Court justices that have contributed to its growing unpopularity. It critiques the Court’s existing ethical framework, …

Federal Habeas Corpus: Actual Innocence Or Actual Indifference, Meganne Lee-Rogers, J.D.

Lincoln Memorial University Law Review Archive

It is a fact that innocent people have been convicted of crimes they have not committed and sentenced to imprisonment or death. Habeas corpus is a long standing, fundamental right to challenge improper detention. While one intended use of habeas corpus was to seek release from custody due to innocence, federal law has made the process to obtain such relief nearly impossible.This Note explores the history of habeas corpus and its transformation of what it looks like in America today through the Antiterrorism and Effective Death Penalty Act (AEDPA). A specific focus is placed on the pitfalls created by the …

Who Does It Best? A Fifty-State Comparison Of The Laws Surrounding Methamphetamine, Trinity Bledsoe Bryant, J.D.

Lincoln Memorial University Law Review Archive

Methamphetamine abuse remains a significant public health and criminal justice issue across the United States. Despite its widespread impact, states have taken varied legislative approaches to combat possession, distribution, and use. This Note provides a comprehensive fifty-state comparison of methamphetamine-related laws, examining key legal provisions, penalties, and alternative rehabilitative procedures. By analyzing trends in legislation, the Note highlights which states enforce the most stringent or lenient policies and evaluates their effectiveness in reducing the use of methamphetamine within the state. The findings aim to inform policymakers and legal professionals on best practices for combating methamphetamine abuse while balancing public health …

Judicial Interpretations Of Emancipation: Comparative Analysis Of Antebellum Court Decisions In The Slaveholding States, Evan Matthew Gelobter, J.D.

Lincoln Memorial University Law Review Archive

This article examines judicial interpretations of emancipation laws in the antebellum South, focusing on Alabama, Mississippi, Georgia, South Carolina, and North Carolina. It investigates how courts enforced and occasionally challenged legislative restrictions on manumission, revealing the judiciary’s dual role in both preserving and, in rare cases, moderating the institution of slavery. Through a comparative analysis of landmark cases, the study highlights the tension between statutory mandates and judicial discretion, illustrating how legal frameworks reinforced racial hierarchies while occasionally permitting emancipation under narrowly defined circumstances, such as relocation to free states or foreign territories. The article demonstrates that courts consistently prioritized …

Fourth And Fifth Circuits Split Over Geofencing In Fourth Amendment Interpretation, Mollye O'Rourke, J.D.

Lincoln Memorial University Law Review Archive

In 2024 the Fourth and Fifth Circuits split over the issue of location history retrieved via geofencing. The Fourth Circuit held in United States v. Chatrie, that enabling one’s cell phone location history is consent for the government to retroactively view location history without a warrant. However, the Fifth Circuit held in United States v. Smith, that when the government uses location history data, it conducts a general search, which they said is unconstitutional even with a warrant. This note analyzes the split and proposes a modification of the third party doctrine that would maintain the equilibrium of powers between …

Front Matter And Table Of Contents

University of Miami Inter-American Law Review

No abstract provided.

Masthead

University of Miami Inter-American Law Review

No abstract provided.

Pretrial Decision-Making In Brazil Under Inter-American Human Rights Law, Thiago Nascimento Dos Reis

University of Miami Inter-American Law Review

In recent decades, pretrial detention has been a key contributor to Brazil’s mass incarceration. This is true, despite domestic and international norms limiting pretrial detention to exceptional circumstances and mounting evidence linking it to worse outcomes for arrestees in their criminal proceedings and post-release life prospects. As a longitudinal multivariate pretrial research in Brazil, this Article investigates the key mechanisms and factors that explain pretrial detention in relation to inter-American human rights standards. This Article conducts a quantitative case study of the first one hundred days of detention for all 2,158 non-confidential flagrant arrests in the first eight months of …

Single-Owner Sociedades Within The Corporate Landscape Of Latin America, Nicolás José Muñiz Arias

University of Miami Inter-American Law Review

The concept of a sociedad in Latin America has undergone profound changes throughout this century. Following the example set by the French Code de commerce of 1807, the sociedad was initially viewed as a contractual arrangement between two or more partners who make contributions to a business for purposes of sharing in the resulting profit or loss, wherein a plurality of partners was an intrinsic component. Nonetheless, the notion of a sociedad has evolved to entail the establishment of a separate legal entity, making the plurality of partners requirement increasingly obsolete for its formation and/or operation.

This Article describes the …

Rectifying Historical Wrongs: The Case For The Indigenous’ Inherent Right To Self–Govern Child Welfare In Canada, Ariana Kravetz

University of Miami Inter-American Law Review

No abstract provided.

Examining The Brazilian Supreme Federal Court’S Expanded Powers In The Bolsonaro Era: A Win For Democracy Or A Turn Toward Autocracy?, Théo G. De Sá-Kaye

University of Miami Inter-American Law Review

As Jair Bolsonaro rose to popularity and was elected the 38th president of Brazil in 2018, the global community grew concerned over his very public disdain for the country’s democratic institutions and admiration for Brazil’s 22-year-long military dictatorship. The Bolsonaro administration was marked by repeated attacks on the judiciary, a heavily criticized response to the COVID-19 pandemic, and, eventually, the storming of Congress and the Brazilian Supreme Court by Bolsonaro’s supporters– mirroring the January 6th insurrection in the U.S. However, the most significant aspect of the Bolsonaro presidency may not lie solely in his actions, but in the response from …

Front Matter And Table Of Contents

University of Miami Inter-American Law Review

No abstract provided.