Vol. LVI No. 1

Correcting Corporate Benefit: How to Fix Shareholder Litigation by Shifting the Doctrine on Fees

Abstract: The current controversy in corporate law concerns whether firms can discourage litigation by shifting its cost to shareholders. But corporate law courts have long engaged in fee-shifting—from shareholder plaintiffs to the corporation—under the “corporate benefit” doctrine. This Article examines fee-shifting in shareholder litigation, arguing that current practices are unsound from the perspective of both […]

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Revisiting the Revolution: Reintegrating the Wealth Transmission System

Abstract: Thirty years ago, John Langbein published “The Nonprobate Revolution and the Future of Succession.” The article celebrated testators’ newfound ability to avoid the expense and delay of the probate court system by holding assets in a variety of non-probate devices, such as retirement and bank accounts with beneficiary designations and revocable trusts. Langbein highlighted […]

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The Issue Class

Abstract: In 2011, in Wal-Mart Stores, Inc. v. Dukes, the Supreme Court refused to certify a proposed class of one and a half million female workers who had alleged that the nation’s largest private employer had discriminated against them on the basis of their sex. The academic response to the case has been highly critical […]

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Protecting Political Participation Through the Voter Qualifications Clause of Article I

Abstract: The Voter Qualifications Clause of Article I, Section 2 of the U.S. Constitution makes federal voting rights dependent upon participation in state elections. This Article argues that the right to vote in federal elections, as defined by Article I, incorporates both i) state constitutional law governing the right to vote and ii) the democratic […]

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Benchmark Manipulation

Abstract: Substantial scholarship has questioned whether market manipulation is impossible and regulation unnecessary. This Article challenges orthodox understandings of manipulation, showing that they reflect an obsolete view of markets. While manipulation skeptics discuss prices, markets focus on benchmarks of price—and so do the manipulators who prey upon them. Benchmarks such as LIBOR or the S&P […]

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The Scandal of Refugee Family Reunification

Abstract: Headlines have highlighted the plight of unaccompanied children seeking asylum at our southern border. Some political pundits have called this a “crisis,” casting blame for the migrant influx on our outdated and confusing immigration policies. Yet further away from the border, another group of migrants—all of whom have already resettled here—confronts a more routine […]

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Great Beer, Good Intentions, Bad Law: The Unconstitutionality of New York’s Farm Brewery License

Abstract: In January 2013, New York joined a recent legislative trend and adopted into law a farm brewery license. The law seeks to protect and promote New York’s brewery-related agricultural sectors by creating a new and cheaper “farm brewery” license that grants special privileges to licensees while mandating that they brew with in-state ingredients. This […]

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Caught Off-Balance: How Implementing Structural Changes to State Balanced Budget Requirements Can Foster Fiscal Responsibility and Promote Long-Term Economic Health

Abstract: Although forty-nine states have balanced budget requirements, states still consistently face massive budgetary shortfalls. Many states face serious enforcement issues, leaving the states vulnerable to violations of their balanced budget requirements through budgetary manipulation and gimmicks. Although not easily resolved, these problems could be mitigated or settled entirely through the use of alternative balanced […]

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A Call to the Bullpen: Alternatives to the Morality Clause as Endorsement Companies’ Main Protection Against Athletic Scandal

Abstract: High-profile scandals in the sports world, exemplified by Lance Armstrong and Tiger Woods, expose endorsement companies to financial and reputational risks. Endorsement contracts today rely on morality clauses to mitigate this risk of exposure, which unduly restricts a company’s response to an athlete’s misconduct. Clawback clauses, on the other hand, provide companies with a […]

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