Banking and Finance Law Commons^™

Merger Remedies Unbound, Dhruv Aggarwal, Albert H. Choi, Geeyoung Min

Law & Economics Working Papers

How should foundational contract law doctrines apply to corporate mergers? This Article argues that recent changes in Delaware law grant parties expansive contractual freedom to define their preferred remedies in merger agreements, untethered from the limits imposed by traditional contract law. A new provision in the Delaware corporate code permits penalty clauses in merger agreements, departing from the traditional “anti-penalty doctrine” that forbids punitive liquidated damages in contract. Delaware courts have also shown deference to specific performance provisions, treating them as presumptively enforceable commitments instead of retaining their traditional judicial discretion over the choice of remedies. Given that Delaware law …

Out Of Sight, Out Of Mind: Nearby Branch Closures And Small Business Growth, Benjamin Ranish, Andrea Stella, Jeffery Y. Zhang

Law & Economics Working Papers

Since 2010, the total number of commercial bank branches in the United States has decreased by about 20%. Do branch closures meaningfully affect economic activity? We investigate the impact of branch closures on small businesses, whose access to credit may be facilitated through local relationships with banks. Using exogenous variation in closures related to mergers and acquisitions, we show that the closure of nearby bank branches leads to decreased small business employment growth and entry while increasing business exit. Our results are robust to variations in our measure of employment, proximity, and construction of the instrument. We use subsample analyses …

Regulatory Influence In The Financial Markets Revisited, Jessica E. Lees

BYU Law Review

Historically, the financial markets of the United States and their corresponding regulatory scheme wielded unique influence throughout the globe. But this influence is waning, due largely to the centralization of financial services rulemaking within the European Union and the growth of global emerging markets. It is thus an important time to consider the circumstances under which a jurisdiction may assume and exercise the global regulatory influence traditionally wielded by the U.S. regime.

This Article develops a new framework to specifically address regulatory influence within global financial regulation and financial markets more broadly, looking beyond market size to establish a more …

The Gap: Addressing The Missing Piece In HawaiʻI’S Anti-Discrimination Laws On Credit And Lending, Wendy Mun

Seattle University Law Review

This author addresses the significant gap in Hawaiʻi’s anti-discrimination laws, specifically the lack of explicit protections for LGBTQ+ individuals against credit and lending discrimination. Although federal laws like the Equal Credit Opportunity Act (ECOA) and recent interpretations by the Consumer Financial Protection Bureau (CFPB) extend some protections, they remain vulnerable to shifting federal priorities and interpretations. The author explores how other states, particularly California and Washington, have enacted robust statutory protections that clearly prohibit credit discrimination based on sexual orientation and gender identity. They argue that Hawaiʻi, despite its large LGBTQ+ population, must amend its credit protection laws to reflect …

Keynote Address: Community Over Constitution, Riddhi Mukhopadhyay

Seattle University Law Review

In this keynote address, Riddhi Mukhopadhyay challenges the veneration of the U.S. Constitution by highlighting its origins in exclusion and its continued failure to protect marginalized communities. Drawing from her experience in civil legal aid and gender justice, she argues that the Constitution was drafted to consolidate power among white, wealthy men and continues to reflect that legacy through racial, gender, and class-based inequities. While acknowledging the significance of constitutional amendments and landmark cases, Mukhopadhyay emphasizes that meaningful change has always come from community-led action, not top-down reform. Additionally, Mukhopadhyay calls on lawyers and legal advocates to center community, practice …

The Lost Child: A Critique On Transracial Adoption Rhetoric, Hallie Conyers-Tucker

Seattle University Law Review

Transracial adoption in the United States reflects a deeply rooted history of colonialism, cultural assimilation, and racial hierarchy, masked by rhetoric focused on the “best interest of the child.” The author critiques that rhetoric and traces how adoption practices and policies, both domestic and international, have evolved to reinforce systemic inequities. Through historical analysis of the forced adoption of Native American, Black, and Asian children, it reveals how the best interest standard has been wielded not to protect children but to uphold political and racial ideologies. The author argues that the prevailing adoption framework relies on child-saving and color-blind narratives …

A Global Reconstruction: Black Internationalism And The Human Rights Regime, Britta Redwood

Seattle University Law Review

Black American advocates for civil, political, and economic rights have long taken an internationalist approach and fostered connections with international organizations and transnational movements. This engagement has also been a generative force and played role in shaping international law. Beginning in the early years of the twentieth century, Black intellectuals and leaders, spearheaded by the NAACP and the UNIA, focused on human rights as a means for addressing and repairing the harms wrought by slavery, Jim Crow, and racism. From the Paris Peace Conference of 1919 through the Universal Declaration of Human Rights, the Genocide Convention, and the drafting of …

Can The Law Protect My Craft? How Gaps In Copyright Of Knitting Patterns Symbolize A Greater Struggle For Protecting Traditionally Feminine Forms Of Intellectual Property, Kysa Walzer

Seattle University Law Review

The purpose of this article is to demonstrate the application of intel-lectual property rights within the context of copyright protection of knit-ting patterns. The article will discuss the underutilization of copyright pro-tection for knitters and crafters and its larger impact upon craft and indus-try traditionally comprised of women. Part I introduces knitting patterns and a short history of copyright protections. Part II discusses the specific areas within knitting patterns and the knitting community which give rise to legal grey areas for copyright protection. Part III discusses the larger implications of copyright and intellectual property in spaces where women traditionally make …

A New Exclusionary Rule To Protect Bodily Integrity And Discourage Pretext Stops, Josephine Ross

Seattle University Law Review

The author proposes a novel state-level exclusionary rule to reduce racial profiling and protect bodily autonomy during police encounters. The current Fourth Amendment jurisprudence fails to deter pretextual stops and frisks because the exclusionary rule often turns on officer fault and "good faith," allowing racially motivated practices to go unchecked. As federal rollbacks on diversity and data collection hinder efforts to track racial bias, the author argues for a statutory evidentiary rule that automatically excludes drug evidence found during (1) traffic stops, (2) pat-downs for weapons, and (3) consent searches, regardless of an officer’s intent or the legality of the …

Navahine V. HawaiʻI Dept. Of Transportation: The Keiki Will Lead Us, Catherine Smith

Seattle University Law Review

The author analyzes the landmark case Navahine v. Hawaiʻi Department of Transportation, which culminated in the world’s first constitutional climate settlement. Catherine Smith, serving as an expert for the youth plaintiffs, situates the case within Hawaiʻi’s legal tradition of prioritizing children’s rights and intergenerational equity. She explores the evolution of children’s constitutional protections, contrasting Hawaiʻi’s progressive jurisprudence with the dominant adult-centric legal framework on the mainland. She critiques four recurring analytical missteps in U.S. courts that marginalize children’s interests and highlights Hawaiʻi’s public trust doctrine and cultural values, such as the Aloha Spirit, as models for addressing climate-related harms. …

Something Concrete: How Labor Advocates Can Best Respond To The Ambiguity Of Glacier Northwest, Ateş Serifsoy

Seattle University Law Review

The Supreme Court’s much-anticipated decision in Glacier North-west, Inc. v. International Brotherhood of Teamsters Local No. 174 (Glacier) marked a critical moment for workers’ rights under the National Labor Relations Act (NLRA) and the longstanding practice of Garmon preemption. Yet, initial fears of a significant rollback of workers’ rights, driven by sensational headlines, were met with an unexpectedly narrow Court opinion. This Comment examines Glacier’s implications for Gar-mon preemption and the right to strike. It offers the historical background of the doctrine of labor law preemption before Glacier; presents a detailed analysis of Glacier itself, including its …

Table Of Contents

Seattle University Law Review

Table of Contents

Volume 48 Masthead

Seattle University Law Review

Volume 48 Masthead

Constitutional Futurism As Pedagogy, Jeremiah Chin

Seattle University Law Review

Constitutional Law has transformed from a course on history to a discussion of current events. Cases like Students for Fair Admissions v. Harvard College, Dobbs v. Jackson Women’s Health Organization, and Loper Bright Enterprises v. Raimondo reveal that the study of constitutional law is not a static, or even linear, discussion of constitutional text and history. Law is a shifting, changing enterprise that reflects social constructions of power, authority, and identity. How do we teach, learn, and understand constitutional law that is so laden with history, riddled with theories of consistency and adherence to precedent, but ultimately subject …

The U.S. Drug Policy Hamster Wheel: A Critical Discourse Analysis Of Seattle’S New Drug Ordinance, Hallie Conyers-Tucker

Seattle University Law Review

The author critically examines Seattle’s new drug ordinance using Critical Discourse Analysis (CDA) to reveal how legislative language influences the policy's actual effect. Although the ordinance claims to prioritize diversion and community health, the use of permissive language such as “may” and “shall” grants broad discretionary power to law enforcement and undermines the stated intent. The author situates the ordinance within a broader historical context, highlighting how drug policy in the United States has consistently been shaped by racialized and stigmatizing narratives. Additionally, the author argues that meaningful reform requires reframing the discourse around substance use to support public health …

Minority Day Hearing On American Innovation And The Future Of Digital Assets: From Blueprint To A Functional Framework, Hilary J. Allen

Legislative Testimony & Comments

When we hear from the crypto industry that existing regulation is incompatible with their technology, that is a misdirection. It is entirely possible for a blockchain-based technology business to comply with existing investor protection and financial stability regulation. However, for many crypto businesses, it may be true that existing regulation is incompatible with the economics of their business model, especially if their business model depends on doing things that we have learned, over the years, tend to harm people. But we have little to lose as a society from limiting the profitability of this kind of business model; unfortunately, the …

Varied Legal Parameters Shape Fiduciaries’ Ability To Act On Climate Risk, Cynthia Hanawalt, Andy Fitch

Sabin Center for Climate Change Law

Commentators who advocate either for or against corporate and asset managers addressing climate risks often refer to “fiduciary duty” as justification for their claims. Yet no field of corporate or asset management actually imposes one standalone fiduciary duty. Nor do any two business-law fields impose the same fiduciary regime. Instead, these fields adopt differing arrays of fiduciary duties to address various types of relationships, comprising a different blend of affirmative obligations and/or prohibitions, assessed with different degrees of strictness by enforcers and courts. As a result, overgeneralizations about fiduciaries’ duty in all business-law contexts tend to further obscure what a …

Lessons Learned: Luis Jácome, Mercedes Cardona

Journal of Financial Crises

Luis Jácome was appointed president of the board of Ecuador’s central bank in 1998 by newly elected President Jamil Mahuad. He and other members of the board resigned in 1999 in protest against a number of crisis-intervention measures they saw as threatening the bank’s independence to set monetary policy. Since the 1970s, Ecuador’s economy had experienced a period of growth fueled by oil exports, but by the mid-1990s the economy was reeling from a series of shocks, among them: a sharp drop in the price of oil, the effects of severe flooding on the country’s agricultural production, and the cost …

Lessons Learned: Vincenzo La Via, Mercedes Cardona

Journal of Financial Crises

Vincenzo La Via joined the World Bank Group in 2005 as chief financial officer, in charge of financial reporting, accounting, strategic planning and budgeting, credit risk, corporate finance, market risk, liquidity and asset management, and product development. During his tenure, La Via took part in the bank’s response to the Global Financial Crisis (GFC) and the subsequent European Sovereign Debt Crisis. He left the bank in 2012 to become director general of the Treasury in the Italian Ministry of Economy and Finance as the Italian government took on reform of the banking sector. He left the public sector in 2019 …

Lessons Learned: Benoît Cœuré, Mercedes Cardona

Journal of Financial Crises

Benoît Cœuré held several positions in the French Treasury in the years leading to the Global Financial Crisis (GFC). He was an economic adviser to the director general of the French Treasury from 1997–2002, deputy chief executive and chief executive of the French debt management office from 2002–2007, and assistant secretary for multilateral affairs, trade, and development from 2007–2009. He served as chief economist and deputy director general in 2009–2011. He joined the European Central Bank (ECB) during the European Sovereign debt Crisis and was responsible for market operations, market infrastructure supervision and European and international relations as a member …