En Banc
To “B” or not to “B”: Duties of Directors and Rights of Stakeholders in Benefit Corporations
Apr. 20, 2017—To-B-or-not-to-B-Duties-of-Directors-and-RIghts-of-Stakeholders-in-Benefit-Corporations ABSTRACT An emerging legal form for business entities is the Benefit Corporation, a variation on the traditional for-profit corporation that grants the board of directors broader discretion to consider nonshareholder constituents in corporate management decisions. Although this corporate form adequately responds to consumers’ weariness of “big business” and attracts shareholders who value social responsibility...
The Township, The Hope of Democracy?: History As Moral Act
Apr. 6, 2017—The Township, The Hope of Democracy?: History As Moral Act Response to Daniel Farbman, Reconstructing Local Government, 70 Vand. L. Rev. 413 (2017). AUTHOR Samuel I. Golieb Fellow, New York University School of Law. JD, Harvard Law School. Ph.D. Candidate in History, Princeton University.
Free Speech and Terrorist Speech: An Essay on Dangerous Ideas
Mar. 31, 2017—Free Speech and Terrorist Speech: An Essay on Dangerous Ideas Response to Alexander Tsesis, Terrorist Speech on Social Media, 70 Vand. L. Rev. 651 (2017). AUTHOR Distinguished Professor of Law, University of South Carolina School of Law.
Historical and Comparative Reflections
Mar. 16, 2017—Historical and Comparative Reflections Response to Nicole Stelle Garnett, Sector Agnosticism and the Coming Transformation of Education Law, 70 Vand. L. Rev. 1 (2017). AUTHOR EdD, PhD, and Professor emeritus of Educational Leadership and Policy Studies, Boston University.
What MDL and Class Actions Have in Common
Mar. 14, 2017—What MDL and Class Actions Have in Common Response to Elizabeth Chamblee Burch, Monopolies in Multidistrict Litigation, 70 Vand. L. Rev. 67 (2017). AUTHOR Professor, Fordham University School of Law.
Dell Appraisal Proceeding: Delaware Court of Chancery Finds Price Payable in Management Buyout Understates “Fair Value” by 28%
Feb. 27, 2017—Dell Appraisal Proceeding Delaware Court of Chancery Finds Price Payable in Management Buyout Understates “Fair Value” by 28% ABSTRACT Vice Chancellor Laster declines to give weight to transaction price negotiated by independent board committee and approved by unaffiliated stockholders AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has...
Delaware Courts Diverge on Whether “Cleansing Effect” of Corwin Applies to Duty of Loyalty Claims
Jan. 13, 2017—Delaware Courts Diverge on Whether “Cleansing Effect” of Corwin Applies to Duty of Loyalty Claims ABSTRACT Comstock requires a finding that entire fairness review is inapplicable before Corwin triggers business judgment deference. Larkin applies Corwin’s “cleansing effect” to all transactions absent a controlling stockholder. AUTHORS Robert S. Reder Professor of the Practice of Law at...
The Constitution of Agency Statutory Interpretation
Nov. 18, 2016—The Constitution of Agency Statutory Interpretation Response to Aaron Saiger, Agencies’ Obligation to Interpret the Statute, 69 Vand. L. Rev. 1231 (2016). AUTHOR Cabell Research Professor of Law, William & Mary Law School.
Explaining SCOTUS Repeaters
Nov. 16, 2016—Explaining SCOTUS Repeaters Response to Jason Iuliano & Ya Sheng Lin, Supreme Court Repeaters, 69 Vand. L. Rev. 1349 (2016). AUTHOR Assistant Professor of Law, UCLA School of Law.
Delaware Chancery Disqualifies Lead Petitioners in Dell Appraisal Who Inadvertently Voted “FOR” Management Buyout
Nov. 11, 2016—Delaware Chancery Disqualifies Lead Petitioners in Dell Appraisal Who Inadvertently Voted “FOR” Management Buyout ABSTRACT Delaware Chancery Disqualifies Lead Petitioners in Dell Appraisal Who Inadvertently Voted “FOR” Management Buyout AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley...
Diagnosis and Treatment of the “Superiority Problem”
Oct. 27, 2016—Diagnosis and Treatment of the “Superiority Problem” Response to Christine P. Bartholomew, The Failed Superiority Experiment, 69 Vand. L. Rev. 1295 (2016). AUTHOR Professor of Law, Notre Dame Law School.
Is Erie Normal?
Oct. 27, 2016—Is Erie Normal Response to Susanna Sherry, Normalizing Erie, 69 Vand. L. Rev. 1161 (2016). AUTHOR Professor of Law, Antonin Scalia Law School, George Mason University.
Delaware Court Enjoins “Board Reduction Plan” Aimed at Undermining Threatened Proxy Contest
Oct. 7, 2016—Delaware Court Enjoins “Board Reduction Plan” Aimed at Undermining Threatened Proxy Contest ABSTRACT Explains that enhanced scrutiny, requiring a compelling justification for electoral manipulations, is the appropriate judicial standard of review. AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank,...
Delaware Court Dismisses Duty of Loyalty Claim Against Disinterested, Independent Directors
Sep. 16, 2016—Delaware Court Dismisses Duty of Loyalty Claim Against Disinterested, Independent Directors ABSTRACT Informed Board’s decision to disregard “speculative” valuation methods when recommending a company sale not so egregious as to constitute bad faith. AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney...
Delaware Chancery Court Extends “Cleansing Effect” of Stockholder Approval Under KKR to Two-Step Acquisition Structure
Jul. 21, 2016—Delaware Chancery Court Extends “Cleansing Effect” of Stockholder Approval Under KKR to Two-Step Acquisition Structure ABSTRACT Court finds stockholder tender of majority shares in first step of DGCL §251(h) merger equivalent to stockholder vote in one-step merger. Dismisses breach of fiduciary duty claim against target board and related aiding and abetting claim against its financial...
Delaware Supreme Court Clarifies “Cleansing Effect” of Fully-Informed Stockholder Vote
Jul. 13, 2016—Delaware Supreme Court Clarifies “Cleansing Effect” of Fully-Informed Stockholder Vote ABSTRACT Court also explains that: (i) Good faith reliance by corporate directors does not absolve M&A advisors from potential aiding and abetting liability; and (ii) Scienter is the standard for establishing aiding and abetting liability. AUTHOR Robert S. Reder Professor of the Practice of Law...