Law Commons^™

After Corwin: Down The Controlling Shareholder Rabbit Hole, Ann M. Lipton

Vanderbilt Law Review

As Delaware has developed its doctrine with respect to controlling shareholders, its view of their relationship to directors has evolved. This evolution has produced some pronounced inconsistencies with respect to the weight placed on director approval of controlling shareholder action. The recent Delaware Supreme Court decisions in Corwin v. KKR Financial Holdings LLC, Kahn v. M & F Worldwide Corp., and C & J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust introduced further uncertainty into the mix by making the determination as to whether a transaction involves a controlling shareholder practically outcome determinative …

Bridging The Gap Between Immigration Detainment And Parental Rights: A Constitutional Consideration Of Migrant Children Separation, Kelsey Burge

Northern Illinois Law Review Supplement

Federal immigration law does not completely comport with state family law because some federal legislation, such as the Adoption and Safe Families Act (ASFA), requires states to initiate parental custody proceedings due to children being separated from their parents for a statutorily defined period, even when parents are detained in immigration centers with very uncertain timelines. Parental custody proceedings involve factors that each state has authority to enact evaluating parental fitness; however, the factors may be implicitly or explicitly biased toward migrant parents, resulting in migrant parental custody being terminated unfairly. While Trump's zero-tolerance policy enacted in 2018 sparked outrage …

Data Scams, Roger Allan Ford

Law Faculty Scholarship

Targeting platforms like Google and Facebook are usually seen as presenting tradeoffs between utility and privacy. This Article identifies and describes a different, non-privacy cost of targeting platforms: they make it easier for malicious actors to scam others. They do this by making it easier for scammers to reach the most promising victims, hide from law-enforcement authorities and others, and develop better scams. Technology offers potential solutions, since the same data and targeting tools that enable scams could help detect and prevent them, though neither platforms nor law-enforcement officials have both the incentives and expertise needed to develop and deploy …

The Decline Of Denali’S Wolves: Federal Options In The Face Of Non-Cooperative Wildlife Federalism, Catherine Danley

Brigham Young University Journal of Public Law

No abstract provided.

The People V The Patents And Companies Registration Agency Ex-Partes Finsbury Investment Limited And Zambezi Portland Cement Limited 2017/Ccz/R003 Selected Judgment No. 28 Of 2018, O'Brien Kaaba

SAIPAR Case Review

The matter came to the Constitutional Court by referral from the High Court. The Applicant applied for leave to issue judicial review process and leave was granted by the High Court. While the main application for judicial review was still pending, the Respondent filed an application to discharge the leave granted to the Applicant. The Applicant opposed this motion and then applied to have the matter referred to the Constitutional Court.

Incarceration Or E-Incarceration: California's Sb 10 Bail Reform And The Potential Pitfalls For Pretrial Detainees, Ashley Mullen

Cornell Law Review

No abstract provided.

Mootness Fees, Matthew D. Cain, Jill E. Fisch, Steven D. Solomon, Randall S. Thomas

Vanderbilt Law Review

In response to a sharp increase in litigation challenging mergers, the Delaware Chancery Court issued the 2016 Trulia decision, which substantively reduced the attractiveness of Delaware as a forum for these suits. In this Article, we empirically assess the response of plaintiffs’ attorneys to these developments. Specifically, we document a troubling trend—the flight of merger litigation to federal court where these cases are overwhelmingly resolved through voluntary dismissals that provide no benefit to the plaintiff class but generate a payment to plaintiffs’ counsel in the form of a mootness fee. In 2018, for example, 77% of deals with litigation were …

The Implications Of Environmental Law And Latino Property Rights On Modern-Age Border Security: Rejecting A Physical Border And Embracing A Virtual Wall, Kevin Hernandez

Student Scholarship

For many, the construction of a physical border is a rational solution to national security concerns at the southern border. However, there is much evidence indicating that the negative impacts of building a physical border wall far outweigh its benefits. Particularly, the border region’s eco-systems have much to lose in the form of extinctions, biodiversity reduction, and critical habitat destruction. On top of that, a number of Latino communities would be the victims of various eminent domain claims that would strip them of land that, in many cases, has been in their family for multiple gener- ations. The broad, almost …

A Literary Lens Into Constitutional Interpretation And A Possible Synthesis Of Natural And Positive Law: The Silmarillion, Charles Edward Andrew Lincoln Iv

Student Scholarship

The nature of identity in the United States lies in the Constitution. Perhaps this is due to “veneration” of the document. It has also been argued that the Declaration of Independence holds a seminal role in the American identity.

The rift seems to occur with the concept of a “living constitution,” whereby the concept of an ever-evolving jurisprudence allows for an evolving interpretation of the Constitution as society changes.

This rift can be demonstrated by the world of J.R.R. Tolkien. In The Lord of the Rings and Silmarillion, the various languages of groups of Middle Earth represent and have distinct …

Smile, You're On Camera: A Discussion Of The Privacy Rights Of Teachers In The Modern Day Classroom, Dakota Brewer

Student Scholarship

Part II of this Article will first explain the purpose of wiretap (or recording) laws. It will then track the development of wiretap laws at the federal and state levels and illustrate several important distinctions. Part III will discuss the evolution of the Fourth Amendment in the United States. It will also examine how the Fourth Amendment and wiretap laws work together and how they apply to teachers. Part IV will look at the inadequacy of current legal remedies available to teachers who are surreptitiously recorded. It will then set forth possible district and classroom policies to help prevent recordings. …

Should Affirmative Action Public Contracts Constitute Government Benefits? Calculating Procurement Fraud Loss Under Section 2b1.1(B)(1), Adam Kwon

Notre Dame Law Review Reflection

Congress has established a program (the section 8(a) program) that, despite having taken various forms over the years, has worked to benefit disadvantaged business entities and, by extension, the socioeconomically disadvantaged individuals who run them by setting aside and awarding to those entities opportunities to perform on certain designated public contracts. Occasionally, people either lie ex ante or fail to fulfill obligations ex post in order to fraudulently procure these section 8(a) contracts (i.e., they commit procurement fraud).

This fairly esoteric area of the law is disoriented by a circuit split over how to sentence such white-collar defendants (if convicted) …

Why Section 230 Is Better Than The First Amendment, Eric Goldman

Notre Dame Law Review Reflection

47 U.S.C. § 230 (“Section 230”) immunizes Internet services from liability for third-party content. This immunity acts as a crucial legal foundation for the modern Internet. However, growing skepticism about the Internet has placed the immunity in regulators’ sights.

If the First Amendment mirrors Section 230’s speech protections, narrowing Section 230 would be inconsequential. This Essay explains why that is not the case. Section 230 provides defendants with more substantive and procedural benefits than the First Amendment does. Because the First Amendment does not backfill these benefits, reductions to Section 230’s scope pose serious risks to Internet speech.

Broadly Speaking - November, 2019, Nova Southeastern University

Broadly Speaking

No abstract provided.

Law's Religious Awakening: Cincinnati's Bible War, The Concept Of Religious Neutrality, And Its Role Today, Timothy A. Campbell

Belmont Law Review

No abstract provided.

An Argument For Restricting The Blue Pencil Doctrine, Griffin T. Pivateau

Belmont Law Review

No abstract provided.

Criminal Disenfranchisement: Deconstructing Its Justifications And Crafting State-Centered Solutions, Neely Baugh-Dash

Belmont Law Review

No abstract provided.

Introduction: Professor Randall Thomas’S Depolarizing And Neutral Approach To Shareholder Rights, James D. Cox, Frank Partnoy

Vanderbilt Law Review

Like Gaul, corporate law scholarship can be divided into three overflowing buckets: pro-manager, pro-shareholder, and empirical. We classify empirical scholarship as a separate category, in significant part because of Professor Randall Thomas. In the pre-Thomas era, much of the literature fell into the first two buckets, with empirical researchers deploying data collection and analysis to support their particular bent. Then Professor Thomas emerged as a distinctive empiricist. Throughout his career, he has published scores of path breaking studies while maintaining relative neutrality as to the normative implications. He does not deploy data and its analysis to advocate for particular positions, …

Lead Plaintiff Incentives In Aggregate Litigation, Charles R. Korsmo, Minor Myers

Vanderbilt Law Review

The lead plaintiff role holds out considerable promise in promoting the deterrence and compensation goals of aggregate litigation. The prevailing approach to compensating lead plaintiffs, however, provides no real incentive for a lead plaintiff to bring claims on behalf of a broader group. The policy challenge is to induce sophisticated parties to press claims not in their individual capacity but instead in a representative capacity, conferring a positive externality on all class members by identifying attractive claims, financing ongoing litigation, and managing the work of attorneys. We outline what an active and engaged lead plaintiff could add to the civil …

Privacy As Pretext, Susan Hazeldean

Cornell Law Review

The terms of the debate over LGBT rights have shifted in recent years, particularly since the Supreme Court made marriage equality the law of the land in Obergefell v. Hodges. Today, people against LGBT equality argue that curtailing LGBT rights is necessary to protect the rights of others. One potent rhetorical weapon used to oppose LGBT rights is the claim that antidiscrimination protections for LGBT people undermine privacy because they permit transgender people to use facilities that accord with their gender identity. This Article uses legal privacy theory to show that allowing transgender people into gendered facilities does not undermine …

Calculating Sec Whistleblower Awards: A Theoretical Approach, Amanda M. Rose

Vanderbilt Law Review

The Dodd-Frank Act provides that Securities and Exchange Commission (“SEC”) whistleblower awards must equal not less than ten and not more than thirty percent of the monetary penalties collected in the action to which they relate; SEC Rule 21F-6 provides criteria that the SEC may consider in determining the award percentage within the statutory bounds. When applying the Rule 21F-6 criteria, the SEC is required to think only in percentage terms, ignoring the dollar payout the award will actually yield. Last June, the SEC proposed to change this, at least in cases where the existing methodology would yield an award …

Shareholders United?, Andrew K. Jennings

Notre Dame Law Review Reflection

Securities regulation has a way of crossing into other lanes. What public companies do is substantive regulation. How they govern themselves while doing it—or more importantly, how they disclose it—is securities regulation. So it is no surprise that the perennial concern over regulating money in politics should also become a question of federal securities regulation. The Shareholders United Act (the “Act”)—passed by the House of Representatives as part of House Bill 1, an early, major piece of legislation in the 116th Congress—does just that. The Act would require that before engaging in political spending, public companies poll shareholders on how …

Antitrust Violations As Private Enforcement, Abby L. Timmons

Notre Dame Law Review Reflection

On the whole, the dismantling of monopolies relies heavily on public enforcement. While the opportunity for private enforcement exists in the antitrust context, it is limited, as not all so-called "monopolies" commit antitrust violations. For example, where barriers to entry in a particular industry are high—such as in the case of phone carriers or airlines, both of which must build an infrastructure to support their business—sufficient competition may not exist to create options for the consumer. In situations like these, the federal government generally must step in to break up the monopoly. However, this interference happens infrequently, and these efforts …

Making Money Safe, John Crawford

Notre Dame Law Review Reflection

Providing better options to hold money safely is desirable and feasible; failure to do so is a serious but fixable flaw in the legal architecture of money and payments in the United States. There have been a handful of proposals to mitigate this problem. The Federal Reserve (the Fed), however, is currently resisting an attempt to contribute to this effort. The project involves a new bank called “TNB USA Inc.” (TNB), which proposes to hold as its sole investment asset a reserve account at the Fed. (One of the Fed’s principal functions is to serve as a banks’ bank, providing …

Lane Violation: Why The Ncaa's Amateurism Rules Have Overstepped Antitrust Protection & How To Correct, Alexander Knuth

Notre Dame Law Review Reflection

The NCAA is in the midst of an era that will define the future of collegiate athletics and determine how young people participate in sports for the foreseeable future. This Essay ultimately concludes that both the NCAA and its athletes would benefit from a system that allows for the exploitation of athletes' name, image, or likeness (NIL) rights while preserving the core educational and nonprofessional nature of college sports as a product. Currently the NCAA requires its athletes to maintain a very broadly defined amateur status to remain eligible for competition. The current amateurism definition states that athletes must forego …

High-Value, Low-Value, And No-Value Guns: Applying Free Speech Law To The Second Amendment, Joseph E. Sitzmann

University of Chicago Law Review

Like the First, Fourth, Fifth, and Fourteenth Amendments, the Second Amendment stirs fervent debate among legal academics and the American public. Unlike these Amendments, however, the Second Amendment has received very little treatment from the Supreme Court until recently. In District of Columbia v Heller, the Court established that the “right of the people to keep and bear Arms” includes the right to bear arms for self-defense. Without further guidance from the Court, lower courts have struggled to consistently and uniformly determine when the Constitution permits gun regulations in spite of the Second Amendment.

To provide clarity, this Comment offers …

What The Revealed-Preferences Ranking Fails To Reveal, Jerome M. Organ

Belmont Law Review

No abstract provided.

Frontmatter

Brigham Young University Journal of Public Law

No abstract provided.

Even Marijuana Needs A Zone: Utah’S H.B. 3001 As The Next Battleground For Zoning Ordinances And State Medical Marijuana Laws, Kyle A. Harvey

Brigham Young University Journal of Public Law

No abstract provided.

Freedom Of Association, Extreme Partisan Gerrymandering, Justiciability And The Unmistakable Political Question Controversy, L. Darnell Weeden

Brigham Young University Journal of Public Law

No abstract provided.

Federal Environmental Exemptions For Natural Disasters And The Case For Ecosystem Resilience, Morgan Drake

Brigham Young University Journal of Public Law

No abstract provided.