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Volume 48 Masthead, Seattle University Law Review

Seattle University Law Review

Volume 48 Masthead

Table Of Contents, Seattle University Law Review

Seattle University Law Review

Table of Contents

Corporate Scenarios: Drawing Lessons From History, Madison Condon

Seattle University Law Review

As corporations are increasingly pressed to reveal information about their exposure to climate-related risks, they are often asked to undertake and disclose the outcome of “scenario analysis.” In this exercise, corporations, including financial institutions, examine how their business would fare under different pathways the future may take. One oft-used scenario, for example, is the International Energy Agency’s “Net-Zero by 2050: A Roadmap for the Energy Sector.” This Essay presents a history of the use of scenarios as a corporate planning tool, particularly in the oil industry, arguing that it is key for understanding our present moment and the role of …

Shareholder Expression In A Time Of Heightened Political Tension, Aaron A. Dhir

Seattle University Law Review

In this article, I provide context for my forthcoming research project on shareholder proposals and racial equity audits. Since the murder of George Floyd in May of 2020, progressive shareholder actors have increasingly used the proposal mechanism to advance diversity, equity, inclusion, and justice-related goals. These proposals have frequently gone beyond requesting the usual corporate fare of diversity trainings, intersectionality workshops, affinity groups, etc. Instead, a more ambitious type of proposal asks corporate America to conduct racial equity audits, defined as “an independent, objective and holistic analysis of a company’s policies, practices, products, services and efforts to combat systemic racism …

Corporate Governance Speech, Sarah C. Haan

Seattle University Law Review

The State has always regulated the intra-firm communications that make corporate governance possible, most commonly by mandating disclosures of information by a corporation to its shareholders. Some such laws are labeled “securities regulation,” but securities regulation is a broad category that extends to speech by actors who are outside the corporate enterprise as well. Also, the conventional securities regulation category does not capture all such laws; other examples, including informationforcing mandates, can be found in state corporate law. This Article uses the term “corporate governance speech” to describe the communications among shareholders, directors, and officers through which corporate governance is …

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 …

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

The Duality Of Lawyers As Escrow Agents, Douglas R. Richmond

Loyola University Chicago Law Journal

An escrow agent is someone who holds money or property in trust for others under agreed terms until a transaction is completed, or a dispute is resolved. Although institutional depositaries are widely available, clients frequently ask their lawyers to serve as escrow agents in connection with transactions in which the lawyer represents the client. In fact, lawyers are generally permitted to serve as escrow agents with respect to clients' transactions so long as all parties involved knowingly consent to the arrangement. This is true both under agency law and as a matter of lawyers' professional responsibility.

Unlike a lawyer who …

The Right To 'Trip:' Navigating Psilocybin-Assisted Psychotherapy Under The Right To Try Pathway, Caitlyn S. Greenspun

Loyola University Chicago Law Journal

This Comment explores the legal, ethical, and regulatory challenges surrounding the use of psilocybin-assisted psychotherapy for terminally ill patients under the federal Right to Try (RTT) Act. While psychedelics like psilocybin are demonstrating extraordinary therapeutic potential, particularly in easing end-of-life psychological distress, patients remain barred from access due to the Controlled Substances Act (CSA) and the Drug Enforcement Administration's (DEA) narrow interpretation of its authority. Through a comprehensive analysis of legislative history, regulatory frameworks, and administrative law principles, this Comment argues that the DEA's position not only misinterprets the statutory relationship between the RTT Act and the CSA, but also …

Advanced Magic In Illinois: Amendments To The Illinois Rules Of Professional Conduct And The Confusion Over How To Handle Flat Fees Paid In Advance, Alberto Bernabe

Loyola University Chicago Law Journal

Attorneys face ongoing challenges in structuring legal fees, particularly when deciding between hourly rates, contingency arrangements, and flat fees. This Article examines recent amendments to the Illinois Rules of Professional Conduct regarding flat fees and explores the persistent confusion over how attorneys should handle fees paid in advance. The debate centers on whether advance payments should be deposited in client trust accounts. The Article analyzes alternative regulatory approaches to address this issue, including proposals to eliminate or modify Rule 1.15(c), which currently governs the handling of advance fees. It evaluates the merits of different fee structures and examines whether there …

Annual Survey Of Georgia Law: Legal Ethics, Patrick Longan

Articles

This Survey covers the period from June 1, 2024–May 31, 2025.1 The Article discusses developments with respect to lawyer discipline, bar admission and reinstatement, malpractice, ineffective assistance of counsel, disqualification of counsel, judicial misconduct and recusal, attorney’s fees and liens, contempt and other sanctions, unauthorized practice of law, attorney-client privilege, prosecutorial misconduct, amendments to the Georgia Rules of Professional Conduct, advisory opinions, one miscellaneous matter, and potential reforms to the delivery of legal services.

The Dangers Of Denying Prosecutorial Independence: Wrongful Convictions, Official Misconduct, And Public Corruption, Meagan R. Hurley

Articles

In recent years, desires to limit prosecutorial discretion have become the focus of a national dialogue on the authority of the elected officials, allegations of their misconduct, and the need for stronger accountability measures. Legislatures across the country have considered a slew of bills aimed at diminishing prosecutorial power by prohibiting “progressive” office policies, creating oversight commissions, and promulgating simplified processes to recall or remove prosecutors entirely. In various jurisdictions, those proposals are now coming to fruition. While heightened scrutiny for some of the legal system’s most powerful leaders may seem attractive, an analysis of national trends aimed at curtailing …

Informing Choice: The Role Of Adoption In Women’S Pregnancy Decision-Making, Elizabeth R. Kirk, Ryan Hanlon

Notre Dame Journal of Law, Ethics & Public Policy

No abstract provided.

The States’ Response To Dobbs V. Jackson Women’S Health Organization, Clarke D. Forsythe, Carolyn Mcdonnell

Notre Dame Journal of Law, Ethics & Public Policy

No abstract provided.

The Debate On Trying Minors Who Commit Adultlike Offenses As Adults: A Middle-Ground Contribution, Philip C. Aka

Notre Dame Journal of Law, Ethics & Public Policy

No abstract provided.

Don’T Trust The Vibes: A Better Test For Pop Music Copyright Infringement, Lauryn M. Sparger

Notre Dame Journal of Law, Ethics & Public Policy

No abstract provided.

Sidgwick’S “Move”: A Reply, T. A. Cavanaugh

Notre Dame Journal of Law, Ethics & Public Policy

No abstract provided.