Vol. LIV No. 4

Hunting Stag with FLY Paper: A Hybrid Financial Instrument for Social Enterprise

Social entrepreneurs and socially motivated investors share a belief in the power of social enterprise: ventures that pursue a “double bottom line” of profit and social good. Unfortunately, they also share a deep mutual suspicion. Recognizing that social ventures—just like traditional for-profit and nonprofit enterprises—need capital to flourish, this Article offers a financing tool to […]

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Taking Voluntariness Seriously

Courts and commentators commonly claim that criminal law contains a voluntary act requirement. Despite the ubiquity of this assertion, there is remarkably little agreement on what the voluntary act requirement entails. This lack of uniformity is particularly problematic because, for some crimes, whether a defendant is guilty or innocent will turn on which conception of […]

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Jurisdiction to Tax Corporations

Corporate tax residence is fundamental to our federal income tax system. Whether a corporation is classified as “domestic” or “foreign” for U.S. federal income tax purposes determines the extent of tax jurisdiction the United States has over the corporation and its affiliates. Unfortunately, tax scholars seem to agree that the concept of corporate tax residence […]

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Anchors Away: Why the Anchoring Effect Suggests That Judges Should Be Able to Participate in Plea Discussions

The “anchoring effect” is a cognitive bias by which people evaluate numbers by focusing on a reference point—an anchor—and adjusting up or down. Unfortunately, people usually do not sufficiently adjust away from their anchors, so the initial choice of anchors has an inordinate effect on their final estimates. More than ninety percent of all criminal […]

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Is Too Big to Fail Too Big to Confess?: Scrutinizing the SEC’s “No-Admit” Consent Judgment Proposals

When the Securities and Exchange Commission initiates court action against a public company for violation of federal securities laws, it often proposes a court-enforced settlement between the parties known as a “consent judgment.” Nearly all SEC consent judgment proposals contain a “no-admit” clause, whereby the defendant explicitly refuses to confess to the allegations asserted in […]

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Far from the Maddening Crowd: Does the JOBS Act Provide Meaningful Redress for Small Investors for Securities Fraud in Connection with Crowdfunding Offerings?

Title III of the Jumpstart Our Business Startups (“JOBS”) Act provides a “crowdfunding” exemption from securities registration for small issuers to publicly offer up to $1 million in equity securities during a twelve-month period. Issuers will conduct crowdfunding offerings through online social networks as a means of reaching a myriad of potential investors. Although Title […]

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Let’s All Agree to Disagree, and Move on: Analyzing Slaughter-House and the Fourteenth Amendment’s Privileges or Immunities Clause Under “Sunk Cost” Principles

The Privileges or Immunities Clause of the Fourteenth Amend­ment has lain nearly dormant since the U.S. Supreme Court’s 1872 decision in the Slaughter-House Cases. Although legal historians have fought to overturn Slaughter-House for decades to restore the Privileges or Immunities Clause to its intended preeminence in American jurisprudence, these historians cannot agree on the correct […]

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Whether You “Like” It or Not: The Inclusion of Social Media Evidence in Sexual Harassment Cases and How Courts Can Effectively Control It

The increasing use of social media sites like Facebook, Twitter, and Myspace in social interactions has led to a corresponding increase in the use of social media evidence in litigation. Social media sites provide attorneys with easily accessible, up-to-date information about individuals, making such sites highly desirable sources of evidence. Although recent case law indicates […]

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