Delaware As Deal Arbiter,
2020
Louisiana State University Law Center
Delaware As Deal Arbiter, Christina M. Sautter
Journal Articles
Most would agree that the Delaware courts are the leading jurists in the resolution of corporate conflicts, particularly in the Mergers & Acquisitions (M&A) context. Arguably a greater role that Delaware plays is that of a norm setter, both with respect to the expectations of management conduct in the M&A process and with respect to deal terms, particularly deal protection devices. Like in any relationship, there is a "give and take" between practitioners and Delaware. That is, practitioners are "on the front lines," often innovating with respect to new deal structures and deal terms. After some time, Delaware has the …
The Vested Way: A Model Of Formal Relational Contracts,
2020
University of the Pacific
The Vested Way: A Model Of Formal Relational Contracts, Kate Vitasek, Jane K. Winn, Toni E. Nickel
University of the Pacific Law Review
No abstract provided.
Contract Law And Social Morality,
2020
University of the Pacific
Contract Law And Social Morality, Peter M. Gerhart
University of the Pacific Law Review
No abstract provided.
Year In Review: The Federal Circuit's 2019 Government Contract Law Decisions,
2020
Arnold & Porter Kaye Scholer LLP
Year In Review: The Federal Circuit's 2019 Government Contract Law Decisions, Nathaniel E. Castellano
American University Law Review
No abstract provided.
Summit Insurance Co. V. Stricklett, 199 A.3d 523 (R.I. 2019),
2020
Candidate for Juris Doctor, Roger Williams University School of Law
Summit Insurance Co. V. Stricklett, 199 A.3d 523 (R.I. 2019), Amanda Larocca
Roger Williams University Law Review
No abstract provided.
Rhode Island Council On Postsecondary Education V.Hellenic Society Paideia – Rhode Island Chapter, 202 A.3d 931(R.I. 2019),
2020
Candidate for Juris Doctor, Roger Williams University School of Law
Rhode Island Council On Postsecondary Education V.Hellenic Society Paideia – Rhode Island Chapter, 202 A.3d 931(R.I. 2019), Jeffery Rankel
Roger Williams University Law Review
No abstract provided.
Investment Misconceived: The Investment-Commerce Distinction In International Investment Law,
2020
Brooklyn Law School
Investment Misconceived: The Investment-Commerce Distinction In International Investment Law, Stratos Pahis
Faculty Scholarship
No abstract provided.
Super-Statutory Contracting,
2020
University of Colorado Law School
Super-Statutory Contracting, Kristelia García
Publications
The conventional wisdom is that property rules induce more—and more efficient—contracting, and that when faced with rigid property rules, intellectual property owners will contract into more flexible liability rules. A series of recent, private copyright deals show some intellectual property owners doing just the opposite: faced with statutory liability rules, they are contracting for more protection than that dictated by law, something this Article calls “super-statutory contracting”—either by opting for a stronger, more tailored liability rule, or by contracting into property rule protection. Through a series of deal analyses, this Article explores this counterintuitive phenomenon, and updates seminal thinking on …
There Oughta Be A Law: What Corporate Social Responsibility Can Teach Us About Consumer Contract Formation,
2020
University of Missouri - Kansas City, School of Law
There Oughta Be A Law: What Corporate Social Responsibility Can Teach Us About Consumer Contract Formation, Colin P. Marks
Faculty Works
This Article examines the American Law Institute’s Restatement of the Law of Consumer Contracts, with particular focus on Section 2 and its adoption of the rolling contract theory and notice-based assent to standard terms. Tracing the doctrinal roots of this approach to ProCD v. Zeidenberg and its progeny, the Article situates contemporary consumer contract formation within broader debates over assent, efficiency, and fairness in both offline and online transactions. Rather than engaging solely in doctrinal critique, the Article draws on corporate social responsibility (CSR) literature to argue that market forces alone are insufficient to regulate how businesses present standard terms …
Caveat Emptor: Real Property Law’S “Get Out Of Jail Free” Card V. The Property Condition Disclosure Act,
2020
Touro Law Center
Caveat Emptor: Real Property Law’S “Get Out Of Jail Free” Card V. The Property Condition Disclosure Act, Alessandra E. Albano
Touro Law Review
No abstract provided.
Criminal Usury And Its Impact On New York Business Transactions,
2020
Touro Law Center
Criminal Usury And Its Impact On New York Business Transactions, Christopher Basile
Touro Law Review
No abstract provided.
New Prime Inc. V. Oliveira: Putting The Wheels Back On The Faa’S Section 1 Exemption For Transportation Workers,
2020
University of Oklahoma College of Law
New Prime Inc. V. Oliveira: Putting The Wheels Back On The Faa’S Section 1 Exemption For Transportation Workers, Reed C. Trechter
Oklahoma Law Review
No abstract provided.
How A Good Idea Became A Bad Idea: Universities And The Use Of Non-Disclosure Agreements In Terminations For Sexual Misconduct,
2020
University of Windsor
How A Good Idea Became A Bad Idea: Universities And The Use Of Non-Disclosure Agreements In Terminations For Sexual Misconduct, Julie Macfarlane
Cardozo Journal of Conflict Resolution
One of the challenges that face every third-party intervenor in a conflict is what the parties shall agree about the public nature of an agreed outcome. In private dispute resolution, in contrast to adjudication by courts, there is neither a requirement nor (with a few exceptions) a legal compulsion to reveal those outcomes, if one or more parties prefer to keep the matter private.
Mozambican Illegal Debts: Testing The Odious Debt Doctrine,
2020
Vanderbilt University Law School
Mozambican Illegal Debts: Testing The Odious Debt Doctrine, Mauro Megliani
Vanderbilt Journal of Transnational Law
In June 2019, the Constitutional Council of Mozambique delivered a judgment declaring a financial transaction arranged by the government in violation of the parliamentary prerogatives in budgetary matters unconstitutional. This was only the tip of an iceberg consisting of a series of transactions tainted with corruption. In the face of this illegality, many antidebt campaigners have invoked the application of the odious debt doctrine to block the enforcement of contractual claims and the availability of restitutionary remedies. Under the odious debt doctrine, a debt is odious if, in the awareness of the creditors, it is contracted without the consent of …
The Ongoing Speculation About Smart Contracts: Smart Enough To Replace Third Party Arbitrators, Or Is "Smart" Just A Misnomer?,
2020
Benjamin N. Cardozo School of Law
The Ongoing Speculation About Smart Contracts: Smart Enough To Replace Third Party Arbitrators, Or Is "Smart" Just A Misnomer?, Rakhil Kalantarova
Cardozo Journal of Conflict Resolution
Although there is unmatched publicity about blockchain all over the world, the purpose of this Note is to provide a narrower insight into the fundamental importance of blockchain to the evolution of smart contracts. It will also introduce a proposition that oracles should be granted the authority to serve as arbitrators in mandatory Online Dispute Resolution ("ODR") and advise a step-by-step process to achieve that end. Section II of this Note will explore the background information and intricacies of blockchain technology, along with the realm of the purposes of smart contracts. It will also attempt to explain the benefits of …
Federalizing Contract Law,
2020
St. Thomas University School of Law
Federalizing Contract Law, Stephen A. Plass
Lewis & Clark Law Review
Contract law is generally understood as state common law, supplemented by the Second Restatement of Contracts and Article 2 of the Uniform Commercial Code. It is regarded as an expression of personal liberty, anchored in the bargain and consideration model of the 19th century or classical period. However, for some time now, non-bargained or adhesion contracts have been the norm, and increasingly, the adjudication of legal rights and contractual remedies is controlled by privately determined arbitration rules. The widespread adoption of arbitral adjudication by businesses has been enthusiastically endorsed by the Supreme Court as consonant with the Federal Arbitration Act …
Should Employers Have The Ability To Enforce Non-Compete Agreements Without Also Offering A Written Employment Contract?,
2020
University of Kentucky
Should Employers Have The Ability To Enforce Non-Compete Agreements Without Also Offering A Written Employment Contract?, Rowan Reid
Kentucky Law Journal
No abstract provided.
Equity In American And Jewish Law,
2020
The Hebrew University of Jerusalem
Equity In American And Jewish Law, Itzchak E. Kornfeld , Ph.D.
Touro Law Review
No abstract provided.
Consumer Activism: From The Informed Minority To The Crusading Minority,
2020
University of Alabama School of Law
Consumer Activism: From The Informed Minority To The Crusading Minority, Yonathan A. Arbel, Roy Shapira
Articles
Legal scholars have long recognized that market norms are respected not only because of consumer protection laws, but also because of internal market dynamics. Consumers, the argument goes, fend for themselves and hold sellers accountable. But how exactly do consumers discipline sellers? The most influential model has been the informed minority theory, according to which a critical mass of informed consumers reads and negotiates contracts in advance, thereby pressuring sellers to offer better contracts to all consumers. Recent empirical studies, however, cast doubt on the existence of such a mass, leading many to view the informed minority theory as unrealistic. …
Tuition As A Fraudulent Transfer,
2020
Benjamin N. Cardozo School of Law
Tuition As A Fraudulent Transfer, David G. Carlson
Articles
Bankruptcy trustees are suing universities because the insolvent parent of an adult student has written a tuition check while insolvent. The theory is that the university is the initial transferee of a fraudulent transfer that has provided benefit to the student but not to the parent debtor. This article claims that the university is never the initial transferee of tuition dollars. Rather, the student is. Where the university has no knowledge of parent insolvency, the university can count educating the student as a good faith transfer for value, thus immunizing the university from liability. The unpleasant side effect is that …
