National Security Law Commons^™

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 …

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 …

Aid Or Abuse? A Review Of U.S. Police Assistance Programs In Latin America During The Early Cold War, Brianna Mcnally

War, Diplomacy, and Society (MA) Theses

During the Cold War, the United States used police assistance programs in under-developed countries to stop the spread of communism. Police aid aimed to improve a country’s economic stability and internal security to curb the rise of communist revolutions. The U.S. government charged the Office of Public Safety (OPS) within the U.S. Agency for International Development (USAID) with managing police assistance programs around the world, including in Asia, Africa, and Latin America.

Despite its seemingly good intentions, the OPS became a short-lived program now known today for its ties to human rights abuses, especially throughout Latin America. Several Latin American …

Thurgood Marshall Memorial Lecture: 80 Years After Korematsu V. U.S.: It's All About Us 10-29-2024, Roger Williams University School Of Law

School of Law Conferences, Lectures & Events

No abstract provided.

The Ghost In The Machine: The Threat Screening Center And The Mootness Tool, Jeffrey Kahn

Scholarly Articles in Law Reviews & Journals

In FBI v. Fikre, the Supreme Court resolved a circuit split about the voluntary cessation exception to the mootness doctrine in what initially appears to be a plaintiff-friendly way. The Court unanimously held that the government’s “sparse declaration” was insufficient to moot lawsuits challenging the No Fly List (a list of people banned from aircraft). The declaration failed to show that the government “cannot reasonably be expected to do again in the future what it is alleged to have done in the past.” It stated only that Fikre “will not be placed on the No Fly List in the …

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.

The Modern Energizer Bunny - Hopping Into The Nuclear Energy Revolution: The Tenth Circuit's Analysis In New Mexico Ex Rel. Balderas V. U.S. Nuclear Regulatory Commission, Jack A. Mansur

Villanova Environmental Law Journal (1991 - )

No abstract provided.

Thai Drug Offenses And Narcotic Charges: Tracing Thailand’S Drug Control And Capital Punishment History, Jonathan Hasson, Carolyn Hoyle

Brooklyn Journal of International Law

The Article examines Thailand's political economy of drugs and use of sanctions, including capital punishment, using a historical approach. It traces Thailand's nation building and emergence as a global hub for illicit drugs against the backdrop of European and US interventions since the colonial era. The Article reveals how Western concepts and discourses were appropriated by Thai elites to advance local agendas while suppressing democratic movements. The Article explores how the drug trade became entangled with government corruption, militarization, and extrajudicial state violence which often targeted ethnic minorities. In light of recent cannabis policy changes, the Article considers the historical …

Foiled Foia: The Excessive Exemption, Edward L. Wilkinson Jr.

St. Mary's Law Journal

The Freedom of Information Act permits requestors access to government information unless an exemption applies. Exemption (b)(3)(B) permits the government to protect information if there is a specific reference to a FOIA exemption in the withholding statute. Congress created this new requirement in 2009 in order to remove decision making power from administrative agencies and courts and reserve the power to disclose or withhold information with the legislative branch. This exemption poses problems to courts when there is a clear intent to protect information in the withholding statute without a clear reference to Exemption (b)(3)(B). As a result, courts have …

Juvenile Justice & Diminished Criminal Culpability, Mitchell F. Crusto

University of Miami Law Review

When regulating the bad, albeit illegal, choices made by minors, the law is conflicted. On the one hand, we have a clear national policy to ensure the safety of and to promote the positive development of our young people, yet we simultaneously criminalize minors who make bad choices. This conundrum raises a quintessential jurisprudential flaw in our legal system: We lack a unifying, overarching principle that guides the law’s relationship with minors. In a companion piece, I pose and explore such a unifying principle, which I coin as the “best interest of the minor” standard (“BIMS”). Consequently, this Article applies …

Foreword, Deborah W. Denno, Erica Valencia-Graham

Fordham Law Review

This Foreword overviews an unprecedented Symposium on these wide ranging topics titled The New AI: The Legal and Ethical Implications of ChatGPT and Other Emerging Technologies. Hosted by the Fordham Law Review and cosponsored by Fordham University School of Law’s Neuroscience and Law Center on November 3, 2023, the Symposium brought together attorneys, judges, professors, and scientists to explore the opportunities and risks presented by AI, especially GenAI like ChatGPT. The discussion raised complex questions concerning AI sentience and personal privacy, as well as the future of legal ethics, education, and employment. Although the AI industry uniformly predicts ever more …

Cyber Security: A Lawyer’S Ethical Duty, Meagan Folmar

St. Mary's Journal on Legal Malpractice & Ethics

No abstract provided.

Decentralizing The Nigerian Police Force: A Plausible Approach To Hinterland Securities, Amobi P. Chiamogu, Uchechukwu P. Chiamogu

Journal of African Conflicts and Peace Studies

The structure of the Nigerian police has overtime depicted a centralized composition that negate principles of power sharing in a federal system of government. The complexities and diverse nature of policing in Nigeria remains the bane to effective and virile administration and management of the organization. The office of the Commissioner of Police vis-à-vis those of State Governors spell contradictions in power configuration from both the Constitution and the Police Act. The enactment of vigilante services and neighbourhood watches by state governments are indicative of a failing security system especially at the component units of the Nigerian federation. The hinterlands …

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 …

Robo-Voting: Does Delegated Proxy Voting Pose A Challenge For Shareholder Democracy?, John Matsusaka, Chong Shu

Seattle University Law Review

Robo-voting is the practice by an investment fund of mechanically voting in corporate elections according to the advice of its proxy advisor— in effect fully delegating its voting decision to its advisor. We examined over 65 million votes cast during the period 2008–2021 by 14,582 mutual funds to describe and quantify the prevalence of robo-voting. Overall, 33% of mutual funds robo-voted in 2021: 22% with ISS, 4% with Glass Lewis, and six percent with the recommendations of the issuer’s management. The fraction of funds that robo-voted increased until around 2013 and then stabilized at the current level. Despite the sizable …

The Limits Of Corporate Governance, Cathy Hwang, Emily Winston

Seattle University Law Review

What is the purpose of the corporation? For decades, the answer was clear: to put shareholders’ interests first. In many cases, this theory of shareholder primacy also became synonymous with the imperative to maximize shareholder wealth. In the world where shareholder primacy was a north star, courts, scholars, and policymakers had relatively little to fight about: most debates were minor skirmishes about exactly how to maximize shareholder wealth.

Part I of this Essay discusses the shortcomings of shareholder primacy and stakeholder governance, arguing that neither of these modes of governance provides an adequate framework for incentivizing corporations to do good. …

The Pioneers, Waves, And Random Walks Of Securities Law In The Supreme Court, Elizabeth Pollman

Seattle University Law Review

After the pioneers, waves, and random walks that have animated the history of securities laws in the U.S. Supreme Court, we might now be on the precipice of a new chapter. Pritchard and Thompson’s superb book, A History of Securities Law in the Supreme Court, illuminates with rich archival detail how the Court’s view of the securities laws and the SEC have changed over time and how individuals have influenced this history. The book provides an invaluable resource for understanding nearly a century’s worth of Supreme Court jurisprudence in the area of securities law and much needed context for …

Three Stories: A Comment On Pritchard & Thompson’S A History Of Securities Laws In The Supreme Court, Harwell Wells

Seattle University Law Review

Adam Pritchard and Robert Thompson’s A History of Securities Laws in the Supreme Court should stand for decades as the definitive work on the Federal securities laws’ career in the Supreme Court across the twentieth century.1 Like all good histories, it both tells a story and makes an argument. The story recounts how the Court dealt with the major securities laws, as well the agency charged with enforcing them, the Securities and Exchange Commission (SEC), and the rules it promulgated, from the 1930s into the twenty-first century. But the book does not just string together a series of events, “one …

On The Value Of History: A Review Of A.C. Pritchard & Robert B. Thompson’S A History Of Securities Law In The Supreme Court, Joel Seligman

Seattle University Law Review

A.C. Pritchard and Bob Thompson have written a splendid history of securities law decisions in the Supreme Court. Their book is exemplary because of its detailed use of the long unpublished papers of Supreme Court justices, including those of Harry Blackmun, William O. Douglas, Felix Frankfurter and Lewis F. Powell, primary sources which included correspondence with other Justices and law clerks as well as interviews with law clerks. The use of these primary sources recounted throughout the text and 67 pages of End Notes deepens our understanding of the intentions of the Justices and sharpens our understanding of the conflicts …

Table Of Contents, Seattle University Law Review

Seattle University Law Review

Table of Contents