Cornell Law School
University of Arkansas, Fayetteville
University of Michigan Law School
Seattle University School of Law
Columbia Law School
Duke Law School
William & Mary Law School
Vanderbilt University Law School
SelectedWorks
Modular Securities Regulation,
2026
University of Cincinnati College of Law
Modular Securities Regulation, Anita K. Krug
University of Cincinnati Law Review
Securities regulation is not supposed to look like corporate law, yet in the market for interval and tender-offer funds, it increasingly does. The SEC’s modern exemptive practice for these registered investment vehicles—funds that offer periodic liquidity while investing in less-liquid strategies—is doing more than granting individualized relief. In effect, it is transforming the Investment Company Act’s closed-end structural constraints from mandatory architecture into conditional defaults that permit product modularity (particularly in terms of multiple share classes and distribution and servicing fees) when paired with governance and disclosure safeguards. The result is a distinctly corporate-governance-like move in federal securities regulation: The …
Le Régime Juridique Libanais Des Emprunts D’État Sur Le Marché International (Loi Du Budget 1978),
2026
Saint Joseph University of Beirut
Le Régime Juridique Libanais Des Emprunts D’État Sur Le Marché International (Loi Du Budget 1978), Michel Soumrani
Proche-Orient, Études juridiques
No abstract provided.
Le Refus De Paiement Par Une Banque D’Un Compte Créditeur Ne Réalise Pas En Soi L’État De Cessation Des Paiements De La Dite Banque Au Regard De La Loi N° 2/67,
2026
Saint Joseph University of Beirut
Le Refus De Paiement Par Une Banque D’Un Compte Créditeur Ne Réalise Pas En Soi L’État De Cessation Des Paiements De La Dite Banque Au Regard De La Loi N° 2/67, Michel Soumrani
Proche-Orient, Études juridiques
No abstract provided.
Le Régime Juridique Des Valeurs Mobilières Émises Par Les Sociétés Anonymes Dans Certains Pays Arabes Du Proche‑Orient : Étude Comparée,
2026
Saint Joseph University of Beirut
Le Régime Juridique Des Valeurs Mobilières Émises Par Les Sociétés Anonymes Dans Certains Pays Arabes Du Proche‑Orient : Étude Comparée, Michel Soumrani
Proche-Orient, Études juridiques
No abstract provided.
The Lebanese Holding Company,
2026
Saint Joseph University of Beirut
The Lebanese Holding Company, Michel Soumrani
Proche-Orient, Études juridiques
No abstract provided.
ادغام المصارف اللبنانية عن طريق الضم,
2026
Saint Joseph University of Beirut
ادغام المصارف اللبنانية عن طريق الضم, سليم جريصاتي
Proche-Orient, Études juridiques
No abstract provided.
نظام ضمان الودائع المصرفية في لبنان: محاولة تنظير,
2026
Saint Joseph University of Beirut
نظام ضمان الودائع المصرفية في لبنان: محاولة تنظير, سليمان الجميّل
Proche-Orient, Études juridiques
No abstract provided.
La Société Holding Au Liban,
2026
Saint Joseph University of Beirut
La Société Holding Au Liban, Patrick Soumrani
Proche-Orient, Études juridiques
No abstract provided.
The Non-Binding Bind: Reframing Precatory Stockholder Proposals Under Delaware Law,
2026
Partner, Morris, Nichols, Arsht & Tunnell LLP (Wilmington, DE).
The Non-Binding Bind: Reframing Precatory Stockholder Proposals Under Delaware Law, Kyle A. Pinder
Michigan Business & Entrepreneurial Law Review
Rule 14a-8 under the Securities Exchange Act of 1934 allows stockholders to submit proposals for inclusion in a company’s proxy materials. The rule assumes that Delaware law provides stockholders with the right to submit non-binding proposals for stockholder approval. But as many have observed, this assumption lacks a firm basis in state law, particularly in Delaware. If such a right exists, a stockholder conducting its own proxy solicitation could submit numerous precatory proposals, including those advancing narrow or special interests. This article concludes that, under Delaware law, stockholders do not have an inherent right to submit precatory proposals. Accordingly, a …
Masthead,
2026
Seattle University School of Law
Table Of Contents,
2026
Seattle University School of Law
Getting Money Out Of Politics By Putting Money Into Politics: A Few Modest Proposals To Reform Seattle’S Democracy Voucher Program,
2026
Seattle University School of Law
Getting Money Out Of Politics By Putting Money Into Politics: A Few Modest Proposals To Reform Seattle’S Democracy Voucher Program, Decker O’Donnell
Seattle University Law Review
Seattle’s Democracy Voucher Program offers an unconventional response to the growing influence of money in American elections: rather than restricting political spending, it seeks to amplify the participation of ordinary voters by providing publicly funded vouchers that residents may assign to participating candidates. This Article examines the program’s development, operation, and constitutional foundation within the modern campaign-finance framework established by Buckley v. Valeo and subsequent Supreme Court decisions. It argues that democracy vouchers provide a constitutionally viable means of broadening participation in campaign financing while mitigating the influence of wealthy donors. The Article identifies two weaknesses in the current system: …
Legal Malpractice In Washington: Use Of The Rules Of Professional Conduct,
2026
Seattle University School of Law
Legal Malpractice In Washington: Use Of The Rules Of Professional Conduct, Angelo Tadrous
Seattle University Law Review
Legal malpractice claims are difficult to prove. They are difficult to prove because many jurisdictions require that a plaintiff prove that, but for the lawyer’s misconduct, the client would have fared better. Thus, in a malpractice suit, a plaintiff must try a case within a case. Despite this difficulty, many jurisdictions prohibit the use of the Rules of Professional Conduct when litigating a malpractice case. Washington State is one of these jurisdictions. The Washington Supreme Court held in Hizey v. Carpenter that the Rules of Professional Conduct may not be referred to during trial. This Note argues that this prohibition …
Converting Buildings Is Hard: Why Seattle’S Municipal Government Should Streamline Commercial-To-Residential Conversions,
2026
Seattle University School of Law
Converting Buildings Is Hard: Why Seattle’S Municipal Government Should Streamline Commercial-To-Residential Conversions, Tyler M. King
Seattle University Law Review
The conversion of commercial buildings into housing is a promising solution to the growing housing crisis in many urban areas. However, despite its potential benefits, the process of repurposing commercial spaces is often stymied by complex zoning codes, high conversion costs, and bureaucratic hurdles. This Article argues that the local and state governments in Seattle should adopt more streamlined policies and offer greater incentives to developers to facilitate these conversions. By reforming zoning regulations and providing targeted financial support, municipalities can reduce the barriers to conversion and unlock the potential of underutilized commercial properties. This article examines the legal and …
Who Decides The Dead? Interpreting Washington’S Disposition Of Remains Statute,
2026
Seattle University School of Law
Who Decides The Dead? Interpreting Washington’S Disposition Of Remains Statute, Wyatt Young
Seattle University Law Review
Washington’s disposition-of-remains statute, RCW 68.50.160, is designed to honor a decedent’s expressed wishes regarding the control and disposition of their body after death. Yet recent litigation reveals a critical gap between the statute’s intent-centered design and its practical enforceability. In Larotonda v. Blackburn, a trial court acknowledged that irreparable harm would occur if a decedent’s burial wishes were ignored but nonetheless denied relief on the grounds that the individual designated to carry out those wishes lacked standing. The result was a legal paradox: a statute that recognizes decedent autonomy in theory but withholds any meaningful mechanism for its enforcement …
Sandbox Fictions,
2026
University of Ottawa Faculty of Law
Sandbox Fictions, Douglas Sarro
Osgoode Hall Law Journal
Regulatory sandboxes are designed to give firms space to offer novel products and services to consumers on a trial basis, under an interim, tailor-made regulatory regime. Ideally, this leaves regulators better placed to understand how rules ought to be modified to accommodate new, socially beneficial offerings on a more permanent basis. But little is known about sandboxes’ implications for consumers. Will they reduce barriers to entry for innovative offerings that do a better job of serving consumer needs? Or will they lead regulators to compromise on consumer protections, allowing low-quality or even fraudulent offerings to flow into the markets they …
The Minority Report: When Should Publicly Traded Corporations Be Required To Disclose Material Information To Its Shareholders Under Item 303?,
2026
St. John's University School of Law
The Minority Report: When Should Publicly Traded Corporations Be Required To Disclose Material Information To Its Shareholders Under Item 303?, Alicia Mayo
St. John's Law Review
(Excerpt)
Due to the social distancing mandate during the COVID-19 pandemic, the demand for cloud-based platforms conducting virtual meetings grew drastically. ON24, a cloud-based digital platform that provides interactive webinars, virtual events, and multimedia content experiences, was one of the companies that experienced “explosive growth.” ON24’s customers increased from 760 customers to 1,900 from December 31, 2015 to September 30, 2020, and its revenue increased by fifty-nine percent from the previous year. ON24’s annual recurring revenue is driven by the company’s ability to acquire new customers while maintaining and expanding its existing client relationships. On February 3, 2021, ON24 commenced …
Cross-Talk,
2026
St. John's University School of Law
Cross-Talk, The Honorable Raymond J. Lohier, John Q. Barrett, Noa Ben-Asher, Margaret E. Mcguinness, Mark L. Movsesian, Michael A. Perino
St. John's Law Review
(Excerpt)
You know what is interesting? This has been on my mind for a long time as my law clerk, Colin, knows. What you have all described in different ways, maybe with the exception of the religious rights case, but I will get to that, is a Supreme Court that either is, or perceives itself to be, unchecked by Congress and at times unchecked by the President, largely for reasons that we can discuss.
Private Securities Enforcement And The Roberts Court,
2026
St. John's University School of Law
Private Securities Enforcement And The Roberts Court, Michael A. Perino
St. John's Law Review
(Excerpt)
Thank you, Judge Lohier, thank you Professor Subotnik, and thank you to everyone who put this scholarship symposium together. I am acutely aware that I am the last panelist, on the last panel, on Friday afternoon, and so, I am going to try my best to keep my comments to the allotted ten minutes.
It is important to keep two key points in mind if we are going to talk about the Roberts Court’s approach to private securities enforcement. First, the Roberts Court contains no securities experts. In fact, except for Lewis F. Powell Jr. and William O. Douglas, …
The Coming Privatization Of Corporate Law,
2026
Columbia Law School
The Coming Privatization Of Corporate Law, Dorothy S. Lund, Eric L. Talley
Faculty Scholarship
For more than a century, American corporate law has revolved around a simple competitive premise: State governments supply corporate law while companies choose their state of incorporation, and the market rewards the state offering the best corporate law product. Delaware’s longstanding market dominance (especially for public companies) is often explained through the confluence of its unusually attractive institutional package: expert judges, extensive precedent, a specialized bar, an enabling statute, and a legislature that — at least traditionally — treats corporate law as something to be calibrated technocratically rather than politicized.
