Volume 72
Introduction: Professor Randall Thomas’s Depolarizing and Neutral Approach to Shareholder Rights
Nov. 25, 2019—James D. Cox & Frank Partnoy | 72 Vand. L. Rev. 1755 (2019) | Like Gaul, corporate law scholarship can be divided into three overflowing buckets: pro-manager, pro-shareholder, and empirical. We classify empirical scholarship as a separate category, in significant part because of Professor Randall Thomas. In the pre-Thomas era, much of the literature fell...
Mootness Fees
Nov. 25, 2019—Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, & Randall S. Thomas | 72 Vand. L. Rev. 1777 (2019) | In response to a sharp increase in litigation challenging mergers, the Delaware Chancery Court issued the 2016 Trulia decision, which substantively reduced the attractiveness of Delaware as a forum for these suits. In this...
Automating Securities Class Action Settlements
Nov. 25, 2019—Jessica Erickson | 72 Vand. L. Rev. 1817 (2019) | Securities class actions are supposed to vindicate the rights of investors injured by corporate fraud. Yet, despite multimillion- or even multibillion-dollar settlements, many injured investors never receive a dime in compensation. To receive money from a settlement in a securities class action, investors must comply...
The Case for Individual Audit Partner Accountability
Nov. 25, 2019—Colleen Honigsberg | 72 Vand. L. Rev. 1871 (2019) | Despite repeated regulatory interventions, accounting failures continue to persist in companies around the world. In this Article, I explain why regulatory oversight, private enforcement, and firm-level reputational sanctions are unlikely to induce accountants to take optimal levels of care when auditing corporate financials. Instead, our...
Lead Plaintiff Incentives in Aggregate Litigation
Nov. 25, 2019—Charles R. Korsmo & Minor Myers | 72 Vand. L. Rev. 1923 (2019) | The lead plaintiff role holds out considerable promise in promoting the deterrence and compensation goals of aggregate litigation. The prevailing approach to compensating lead plaintiffs, however, provides no real incentive for a lead plaintiff to bring claims on behalf of a...
After Corwin: Down the Controlling Shareholder Rabbit Hole
Nov. 25, 2019—Ann M. Lipton | 72 Vand. L. Rev. 1977 (2019) | As Delaware has developed its doctrine with respect to controlling shareholders, its view of their relationship to directors has evolved. This evolution has produced some pronounced inconsistencies with respect to the weight placed on director approval of controlling shareholder action. The recent Delaware Supreme...
Corporate Oversight and Disobedience
Nov. 25, 2019—Elizabeth Pollman | 72 Vand. L. Rev. 2013 (2019) | Over a decade has passed since landmark Delaware corporate law decisions on oversight responsibility, and only a small handful of cases have survived a motion to dismiss. Scholars have puzzled over what it means to have the potential for corporate accountability lodged within the duty...
Calculating SEC Whistleblower Awards: A Theoretical Approach
Nov. 25, 2019—Amanda Rose | 72 Vand. L. Rev. 2047 (2019) | The Dodd-Frank Act provides that Securities and Exchange Commission (“SEC”) whistleblower awards must equal not less than ten and not more than thirty percent of the monetary penalties collected in the action to which they relate; SEC Rule 21F-6 provides criteria that the SEC may...
The Other Janus and the Future of Labor’s Capital
Nov. 25, 2019—David Webber | 72 Vand. L. Rev. 2087 (2019) | Two forms of labor’s capital—union funds and public pension funds—have profoundly reshaped the corporate world. They have successfully advocated for shareholder empowerment initiatives like proxy access, declassified boards, majority voting, say on pay, private fund registration, and the CEO-to-worker pay ratio. They have also served...
Taking Laughter Seriously at the Supreme Court
Oct. 11, 2019—Tonja Jacobi & Matthew Sag | 72 Vand. L. Rev. 1423 (2019) | Laughter in Supreme Court oral arguments has been misunderstood, treated as either a lighthearted distraction from the Court’s serious work, or interpreted as an equalizing force in an otherwise hierarchical environment. Examining the more than nine thousand instances of laughter witnessed at...
Antitrust in Digital Markets
Oct. 11, 2019—John M. Newman | 72 Vand. L. Rev. 1497 (2019) | Antitrust law has largely failed to address the challenges posed by digital markets. At the turn of the millennium, the antitrust enterprise engaged in intense debate over whether antitrust doctrine, much of it developed during a bygone era of smokestack industries, could or should...
The Missing Regulatory State: Monitoring Businesses in an Age of Surveillance
Oct. 11, 2019—Rory Van Loo | 72 Vand. L. Rev. 1563 (2019) | An irony of the information age is that the companies responsible for the most extensive surveillance of individuals in history—large platforms such as Amazon, Facebook, and Google—have themselves remained unusually shielded from being monitored by government regulators. But the legal literature on state information...
You Get What You Pay For: An Empirical Examination of the Use of MTurk in Legal Scholarship
Oct. 11, 2019—Robertson & Yoon | 72 Vand. L. Rev. 1633 (2019) | In recent years, legal scholars have come to rely on Amazon’s Mechanical Turk (“MTurk”) platform to recruit participants for surveys and experiments. Despite MTurk’s popularity, there is no generally accepted methodology for its use in legal scholarship, and many questions remain about the validity...
Can and Should Universal Injunctions Be Saved?
Oct. 11, 2019—Szymon S. Barnas | 72 Vand. L. Rev. 1675 (2019) | The practice of a federal district court judge halting the government’s enforcement of an executive action against not only the parties before the court but against anyone, anywhere, may be coming to an end. Multiple Supreme Court Justices have expressed their skepticism in the...
Reestablishing a Knowledge Mens Rea Requirement for Armed Career Criminal Act “Violent Felonies” Post-Voisine
Oct. 11, 2019—Jeffrey A. Turner | 72 Vand. L. Rev. 1717 (2019) | Until 2016, federal courts unanimously concluded that predicate offenses for the Armed Career Criminal Act (“ACCA”) required a knowledge mens rea. Therefore, any state law crimes that could be committed with a reckless mens rea were not “violent felonies” and could not serve as...
David Williams II, in Memoriam 1948-2019
May. 31, 2019—David-Williams-II-in-Memoriam-1948-2019 AUTHOR: Nicholas S. Zeppos