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- Articles of incorporation; certificate of incorporation; charter; bylaws; Delaware; English rule; American rule; fee-shifting; fee-shifting provision; frivolous litigation; internal corporate claims; Section 102(f); Section 109(b); shareholder derivative suit; ATP Tour (1)
- Bankruptcy; bankruptcy code; trustee; fraudulent conveyance; fraudulent transfer; Section 544; Section 544(b); Section 548; Uniform Fraudulent Conveyance Act; UFCA; Uniform Fraudulent Transfer Act (1)
- Computer Fraud and Abuse Act; CFAA; exceeds authorized access; Gilberto Valle; cannibal cop; United States v. Valle; Second Circuit; usage restrictions; quasi-strict liability (1)
- Computer; fiduciary; hacking; insider trading; securities; Securities Exchange Act; hacker-seller; 10b-5 (1)
- Inc. v. Deutscher Tennis Bund (1)
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- Sexual assault; intoxication; voluntary intoxication; sex crimes; consensual sex; nonconsensual sex; alcohol; drugs; consent; capacity; incapacity; sexual assault legislation (1)
- UFTA; Federal Debt Collection Procedures Act; FDCPA; Internal Revenue Code; IRC; Internal Revenue Service; IRS; avoidance action; avoidance power; applicable law; impermissible modification; plain meaning; statutory construction; golden creditor; triggering creditor; derivative power; statute of limitations; limitation period; lookback period; in re Mirant; In re Vaughan; In Re Tronox; In re Kaiser; nullum tempus; sovereign (1)
Articles 1 - 5 of 5
Full-Text Articles in Law
Clicks And Tricks: How Computer Hackers Avoid 10b-5 Liability, Ryan H. Gilinson
Clicks And Tricks: How Computer Hackers Avoid 10b-5 Liability, Ryan H. Gilinson
Brooklyn Law Review
This note argues that computer hackers who sell inside information instead of trading on it themselves, referred to in the note as hacker-sellers, avoid liability under Section 10(b) of the Securities Exchange Act and SEC Rule 10b-5. Rule 10b-5 criminalizes the use of a manipulative or deceptive device “in connection with the purchase or sale of any security.” Hacker-sellers fall outside the scope of this rule for two reasons. First, the type of hacking employed by hacker-sellers is not always “deceptive,” and only the forms of hacking which deceive the computer into thinking an authorized user is seeking access are …
Cannibal Cop Out: The Computer Fraud And Abuse Act, Lenity, Quasi-Strict Liability, Draconian Punishment And A Surgical Solution, Charles S. Wood
Cannibal Cop Out: The Computer Fraud And Abuse Act, Lenity, Quasi-Strict Liability, Draconian Punishment And A Surgical Solution, Charles S. Wood
Brooklyn Law Review
The Second Circuit has recently joined in a longstanding circuit split regarding the interpretation of the phrase “exceeds authorized access” under the Computer Fraud and Abuse Act (CFAA). The split centers around whether an otherwise authorized computer user who violates usage restrictions has exceeded authorized access. In United States v. Valle, the Second Circuit answered the question in the negative. Upon finding the phrase to be ambiguous, the Second Circuit invoked lenity, and therefore narrowly construed their interpretation in the defendant’s favor. This note argues that the Second Circuit was correct to apply lenity as the plain meaning of the …
Delaware’S Ban On Fee-Shifting: A Failed Attempt To Protect Shareholders At The Expense Of Officers And Directors Of Public Corporations, Ryan S. Starstrom
Delaware’S Ban On Fee-Shifting: A Failed Attempt To Protect Shareholders At The Expense Of Officers And Directors Of Public Corporations, Ryan S. Starstrom
Brooklyn Law Review
In 2014, the Delaware Supreme Court issued its opinion in ATP Tour, Inc. v. Deutscher Tennis Bund, which held that non-stock Delaware corporations may validly enact fee-shifting provisions in their bylaws and certificate of incorporation. Subsequently, the Delaware Legislature, fearing that the ATP Tour decision would extend to stock corporations, amended Title 8 of the Delaware Code (DGCL) Sections 102(f) and 109(b). These amendments provide for a blanket prohibition of fee-shifting provisions in a Delaware corporation’s certificate of incorporation or bylaws, respectively, in regard to “internal corporate claims.” Such a prohibition eliminates the possibility for a Delaware corporation to enact …
The Conundrum Of Voluntary Intoxication And Sex, Michal Buchhandler-Raphael
The Conundrum Of Voluntary Intoxication And Sex, Michal Buchhandler-Raphael
Brooklyn Law Review
Research shows that a significant number of sexual assaults occur after victims have consumed an excessive amount of intoxicants, rendering them substantially impaired and incapable of opposing nonconsensual sexual acts. Existing sexual assault statutes mostly criminalize sexual acts with involuntarily intoxicated people, namely when the defendant administered the intoxicants to the victim. Most of these statutes, however, do not directly prohibit sexual intercourse with voluntarily intoxicated victims whose intoxication was self-inflicted. While general prohibitions against sexual intercourse with physically and mentally incapacitated individuals may be used to prosecute sexual assaults of intoxicated victims, they offer only an incomplete solution to …
Golden Creditors, Copper Rules: An Analysis Of Avoidance Actions Under Section 544(B) Of The Bankruptcy Code In Cases Where A Federal Creditor Holds A Claim, John F. Rabe Jr.
Golden Creditors, Copper Rules: An Analysis Of Avoidance Actions Under Section 544(B) Of The Bankruptcy Code In Cases Where A Federal Creditor Holds A Claim, John F. Rabe Jr.
Brooklyn Law Review
Section 544(b) of the Bankruptcy Code endows the trustee with the power to avoid fraudulent transfers that an unsecured creditor could have avoided under applicable law. Most states have adopted versions of the Uniform Fraudulent Conveyances Act (UFCA) or Uniform Fraudulent Transfers Act (UFTA) that impose four- or six-year statutes of limitations on private creditors seeking to unwind fraudulent transfers. Certain government creditors, however, have access to longer statutes of limitation than those available to their private counterparts. Federal creditors acting pursuant to the Federal Debt Collection Procedures Act (FDCPA) or Internal Revenue Code (IRC), for example, can avail themselves …