Property Law and Real Estate Commons^™

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 …

True Law As Genre: Narrative Nonfiction And The Law, Jorge L. Contreras

Texas A&M Journal of Property Law

The Genome Defense, which offers a book-length narrative nonfiction account of the civil litigation that led to the elimination of patents on human genes in the United States, is a member of a distinct literary subgenre that I term True Law. Like the older and better-known True Crime genre, True Law narratives blend the conventions of journalism and novelistic writing to describe complex legal disputes in a manner that is engaging and accessible to the general public. True Law accounts, which have increased in number and popularity since the publication of Jonathan Harr’s A Civil Action in 1995, serve …

Racing To The Top Instead Of The Bottom In Illinois Estate Law, Sarah E. Waldeck

Loyola University Chicago Law Journal

In the last two decades, competition for trust business has led states to abolish the Rule Against Perpetuities, authorize trust decanting, and permit self-settled asset protection trusts all in the hope that settlors will bring their trusts (and the fees they generate) within a state's jurisdiction. But this legislation is profoundly inequitable because it primarily benefits wealthy settlors and those lucky enough to be their beneficiaries, while shifting cost and risk to everyone else.

In the face of such competition, Illinois has fought to retain its trust business by passing legislation that allows settlors to opt out of the perpetuity …

The Centerline Presumption And Easements: A Property Owner's Guide To Understanding Property Rights In Land Ownership Disputes For Inverse Condemnation Lawsuits, Grant Houske

Law Student Works

In this Pathfinder guide, you will find a comprehensive analysis concerning the legal doctrine known as the centerline presumption combined with easements as two foundational requirements to establish liability as a basis for landowner property rights in asserting claims for an inverse condemnation claim/ "takings" claim, or quiet title lawsuits.

The research for this pathfinder will include history on the evolution of the centerline presumption, the "strip and gores" doctrine, easements, and the application of an easement with respect to potential ownership rights in real property subject to the possible application of the centerline presumption where a property owner can …

Delays, Disruptions, And Diminished Margins: Reassessing Loss Claims In Indian Construction Law, Gautam Mohanty Mr, Gaurav Rai

National Law School of India Review

Loss of Profit claims by a contractor are premised on the assertion that the contractor has incurred financial losses due to the act of illegal and premature termination of the contract by the employer. Loss of profitability, on the other hand, is a claim made by the contractor of a decrease in the profit percentage in a contract on account of delays and disruptions in the work due to the actions attributable to the employer. Due to the homonymic nature of the terms, several judgments in India confuse one with the other and misunderstand the underlying principles of law applicable …

This Land Is Our Land: Addressing Foreign Ownership Of Agricultural Land In The United States, Will Miller

Kentucky Journal of Equine, Agriculture, & Natural Resources Law

In this note, Will Miller examines the rapid increase in foreign ownership of U.S. agricultural land and the national security and food security risks it creates. He explains that the Agricultural Foreign Investment Disclosure Act (AFIDA) only requires reporting of foreign ownership but imposes no restrictions, leaving regulation largely to a patchwork of state laws. Miller argues for federal oversight, contending that matters of foreign affairs and national security are best handled at the national level. He proposes a comprehensive federal regulatory scheme which would set nationwide minimum standards such as prohibiting ownership by foreign adversaries and capping total foreign-held …

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 …

Identifying Intangible And Biocultural Heritage Elements Toward Environmental Understanding: Engaging Stakeholders Through Art, Martha B. Lerski

Publications and Research

Grounded in a case study in Barbuda in the Caribbean, this research examines sustainability from the perspective of what arts and heritage can contribute to community engagement and local and broader understandings about the environment. This article documents a growing body of literature recognizing the role of arts and culture, including local knowledge and traditional ecological knowledge (TEK), in climate change endeavors. Art and TEK present expansive world views. Contextual information situates research done on the island of Barbuda pre- and post-Hurricane Irma. Visual arts workshops engaged community members in mixed methods research. Results documented cultural elements, particularly intangible and …

Consumer Claims For Insurance Company Drone Surveillance, Chad J. Pomeroy

Faculty Articles

Many people do not own their homes outright-they finance the purchase of their home by taking out a mortgage against it. This typically means that the homeowner is contractually obligated to do a number of things-like pay real property taxes, keep the property in good condition, and keep it insured, even as prices skyrocket. But even worse, the pool of providers is materially shrinking with some insurers now either not writing or limiting new policies or tightening underwriting standards in some markets. Insurance companies pull out of markets because they cannot make enough money in those markets to be profitable. …

A Workable Common Law Baseline For Regulatory Takings, Adam J. Macleod

Faculty Articles

Rights to use property are property rights. The Takings Clause of the Fifth Amendment requires governments to provide just compensation when they take property. In our constitutional republic, legislatures are competent to change the law, and legal changes sometimes alter private rights, including use rights. The Takings Clause does not forbid such legal changes. It only requires compensation for property rights taken as a result.

To give use rights the constitutional protection that the Takings Clause requires, courts need a baseline of rightful property use to show when a change in the law that adversely affects use rights amounts to …

Color Inside The Lines: Achieving Pharmaceutical Deal Certainty When The Courts Keep Redrawing The Ip Lines, James Farrington

Texas A&M Journal of Property Law

In The Genome Defense, Jorge Contreras vividly describes the story of how gene patents were challenged in Association for Molecular Pathology v. Myriad Genetics and the U.S. Supreme Court’s reversal of the USPTO’s long-standing practice of allowing patents on human genes. This Article examines how pharmaceutical companies navigate intellectual property challenges in the wake of the Myriad decision and other landmark cases that have redrawn the boundaries of patent-eligible subject matter. Drawing on the Author’s 35 years of experience in life science transactions, the Article analyzes three key strategies that pharmaceutical companies employ: (1) adapting their business and licensing …

From Myriad To Moderna: The Modern (Bio)Pharmaceutical Company, Ana Santos Rutschman

Texas A&M Journal of Property Law

This Article examines the emergence of two modern pharmaceutical companies: Myriad and Moderna. After providing a brief background on each company, this Article contrasts them across the following areas: the technologies they have brought to market; their location; their start-up stages and the role that venture capital played in catalyzing their evolution from start-ups to large corporate structures; their relationships with other entities in the private sector, in academia and in the public sector; and their intellectual property and licensing strategies.

Red Gate Motel, Inc. V. Albanese, 317 A.3d 1123 (R.I. 2024), Desiree James

Roger Williams University Law Review

No abstract provided.