National Security Law Commons^™

Dark Accounting Matter, Colleen Honigsberg

Seattle University Law Review

Physicists calculate that approximately 85% of the matter in the universe is composed of “dark matter” that “does not absorb, reflect, or emit electromagnetic radiation and is therefore difficult to detect.” The S&P 500 currently trades at a price-to-book value of 4.2, suggesting that book value accounts for less than 20% of the S&P 500’s market value. The remaining 80% appears nowhere in these firms’ balance sheets—it is invisible to contemporary accounting techniques and constitutes “dark accounting matter.”

Some “dark accounting matter” is composed of factors commonly described as components of “ESG.” Human capital, for example, is an intangible asset …

The Employees’ Dilemma: Balancing Internal Reporting, Whistleblowing, And Insider Trading Risks, Geeyoung Min

Seattle University Law Review

The Essay examines how recent developments in insider trading regulations and whistleblower reward programs can lead to unintended and counterproductive results of discouraging employees from using internal reporting channels within corporate compliance programs. While the presence of a robust and well-functioning corporate compliance program is a critical factor both in mitigating the level of public enforcement actions against companies and in protecting corporate managers from liability in private litigation, these programs often provide little incentive for employees to report potential misconduct internally.

Corporate compliance programs are designed to promote the upward information flow within the company, which is essential for …

How The Antidiscrimination Law Of Commercial Transactions Really Works, Helen Norton

Seattle University Law Review

A variety of businesses now cite 303 Creative when seeking First Amendment protection for their refusal to serve certain customers based on those customers’ protected class status. How this litigation will play out remains to be seen. But future courts need not, and should not, repeat the 303 Creative Court’s misunderstanding of how the antidiscrimination law of commercial transactions actually works.

Part I of this Essay explains the Court’s longstanding understanding of the antidiscrimination law of commercial transactions, and then describes the Court’s failure to engage with this precedent in 303 Creative. Part II then identifies the 303 Creative decision’s …

Volume 48 Masthead, Seattle University Law Review

Seattle University Law Review

Volume 48 Masthead

Voting Matters: Materiality Considerations And The Shareholder Vote, Renee M. Jones

Seattle University Law Review

For the shareholder franchise to have meaning, shareholders must have access to relevant information to inform their voting decisions. The securities laws’ disclosure requirements play an essential role in informing the shareholder vote.

This Essay focuses on the question of the materiality of information in the context of shareholder voting. It addresses the question of whether ESG-related information is material, positioning the materiality inquiry within the context of shareholders’ voting decisions. It explores the definition of materiality with a focus on the “reasonable investor” concept embedded within the definition. The Essay argues that the implicit expectations of many commentators that …

Volume 48 Masthead, Seattle University Law Review

Seattle University Law Review

Volume 48 Masthead

Understanding The Big Three’S Wavering Support Of Environmental And Social Shareholder Proposals, Jeff Schwartz, Jefferson Jensen

Seattle University Law Review

Because of their substantial equity portfolios, BlackRock, Vanguard, and State Street (the Big 3) are central players in corporate governance. It is, therefore, critical to understand how they vote. One puzzle is that their support for shareholder proposals on environmental and social matters appears to waiver. In 2020, for instance, BlackRock supported 11.1% of environmental proposals at S&P 500 firms. In 2021, it seemingly reversed course, supporting 55.2%. It then flipped again, supporting 32.1% in 2022. Such statistics suggest that the Big 3 are constantly changing their views on these topics. This Article seeks to better understand whether this is …

Volume 48 Masthead, Seattle University Law Review

Seattle University Law Review

Volume 48 Masthead

Green Dividends: A Case Study In Green Dividends And The Conditions For Private Ordering Solutions, Anne M. Tucker

Seattle University Law Review

This Essay introduces a novel private ordering solution to facilitate corporate investments in pro-social and environmental initiatives: Green dividends. Green dividends are an optional increase in shareholder dividends that are returned to the company to be reinvested in environmental initiatives or kept by a shareholder.

Green dividends pose an alternative to the current gridlocked debate that corporations can’t, won’t, shouldn’t, and shouldn’t even try to act in pro-social or environmental ways. Turning the common refrains on their head converts each narrative into an element for a successful private ordering solution: authority, accountability, shareholder buy-in, and government- backed enforcement. With Green …

Does Climate Disclosure Work To Reduce Greenhouse Gas Emissions? Emerging Evidence Suggests Cautious Optimism, Cynthia A. Williams

Seattle University Law Review

Significant regulatory resources have been spent developing global, voluntary climate and sustainability disclosure standards, such as the TCFD, TNRD, and ISSB’s Sustainability and Climate Disclosure standards, or domestically required disclosures, such as in the EU and in the U.S. Thus, it is important to evaluate whether this disclosure, particularly voluntary, qualitative disclosure, will have the power to shift the allocation of capital, will have a significant effect on the management of climate risk within firms, and ultimately will reduce climate change risk and biodiversity loss.

In this Article, several interrelated questions will be discussed. First, what does the empirical evidence …

War Courts: Fdr, National Security, And The War On Terrorism, Harvey Gee

Dickinson Law Review (2017-Present)

No abstract provided.

How Sovereign Wealth Investment May Fail To Enter The United States Sports Market: Investigating The Governance Restricting Sportswashing, Zachary J. Braverman

Brooklyn Journal of Corporate, Financial & Commercial Law

In recent years, the world of sports has been disrupted by foreign nations engaging in human rights violations, masking their wrongdoings through sport-related investments. This practice, referred to as “sportswashing,” has negative impacts on both the sports industry at large and the individual victims whose suffering is perpetuated. Currently, there is no direct legislation preventing foreign investors from taking over sports franchises in the United States. However, the Committee on Foreign Investment in the United States, the United Nations, and sports leagues’ private regulations, each provide means to resist sportswashing. This Note analyzes the problem of sportswashing, the existing framework …

The Public Order Of The Arctic: Problems And Prospects, Charles H. Norchi

Ocean and Coastal Law Journal

No abstract provided.

Better Late Than Never: Climate Displacement And The Case For Expanding Temporary Protected Status, Anna C. Cincotta

Villanova Environmental Law Journal (1991 - )

No abstract provided.

Annotated Supplement To The Commander's Handbook On The Law Of Naval Operations

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Chapter 4: Safeguarding U.S. National Interests In The Maritime Environment

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Chapter 1: Legal Divisions Of The Oceans And Airspace

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Chapter 2: International Status And Navigation Of Military Vessels And Military Aircraft

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Chapter 3: Protection Of Persons And Property At Sea And Maritime Law Enforcement

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Chapter 8: The Law Of Targeting

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Chapter 7: The Law Of Neutrality

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Chapter 6: Adherence And Enforcement

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Chapter 5: Principles And Sources Of The Law Of Armed Conflict

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Chapter 12: Deception During Armed Conflict

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Chapter 11: Treatment Of Detained Persons

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Chapter 10: Chemical, Biological, Radiological, And Nuclear Weapons

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Chapter 9: Conventional Weapons And Weapons Systems

International Law Studies

The Commander’s Handbook on the Law of Naval Operations is used in the United States and throughout the world as a restatement of U.S. doctrinal law positions on matters affecting the operations of the U.S. Navy, the U.S. Marine Corps, and the U.S. Coast Guard. Judge advocates and legal advisers have occasion to conduct deeper research to identify the context and source of the rules reflected in the Commander’s Handbook. Responding to this need, an Annotated Supplement to The Commander’s Handbook was produced in 1997 and published as volume 73 of International Law Studies. In the intervening decades, …

Henderson And The Objective Observer Standard: The Future Of Race-Conscious Standards Post-Students For Fair Admissions, Gabriela Dionisio

Seattle University Law Review

On June 29, 2023, the Supreme Court of the United States decided Students for Fair Admissions v. President & Fellows of Harvard College, which struck down race-conscious admissions policies. Within just a year after its ruling, Students for Fair Admissions has already had a sweeping impact, reaching beyond higher education. Although the Supreme Court did not indicate whether Students for Fair Admissions applies to sectors beyond higher education, law firms, and other employers have already modified their diversity policies and initiatives, erasing race and company diversity considerations. Given those dramatic changes, there is growing fear that Students for Fair Admissions …

Same Crime, Different Time: Sentencing Disparities In The Deep South & A Path Forward Under The Fourteenth Amendment, Hailey M. Donovan

Seattle University Law Review

The United States has the highest incarceration rate of any country in the world. The American obsession with crime and punishment can be tracked over the last half-century, as the nation’s incarceration rate has risen astronomically. Since 1970, the number of incarcerated people in the United States has increased more than sevenfold to over 2.3 million, outpacing both crime and population growth considerably. While the rise itself is undoubtedly bleak, a more troubling truth lies just below the surface. Not all states contribute equally to American mass incarceration. Rather, states have vastly different incarceration rates. Unlike at the federal level, …

Public Primacy In Corporate Law, Dorothy S. Lund

Seattle University Law Review

This Article explores the malleability of agency theory by showing that it could be used to justify a “public primacy” standard for corporate law that would direct fiduciaries to promote the value of the corporation for the benefit of the public. Employing agency theory to describe the relationship between corporate management and the broader public sheds light on aspects of firm behavior, as well as the nature of state contracting with corporations. It also provides a lodestar for a possible future evolution of corporate law and governance: minimize the agency costs created by the divergence of interests between management and …