Stockholders Rejoice: The Changing Landscape of Section 220 of the Delaware General Corporation Law

(Source) Delaware is king of the corporate world. More than half of all publicly traded companies on U.S. stock exchanges, including two-thirds of the Fortune 500, are incorporated under Delaware law; more than 300,000 of these companies, including corporate behemoths such as Coca-Cola and Verizon, list the same building as their address of incorporation. Though there is a robust body of scholarship exploring whether Delaware will be ousted from its throne of corporate dominance, the nation’s second smallest state remains, and will likely remain for the foreseeable future, the destination of choice for the vast majority of businesses seeking to incorporate in the United States.  Delaware likely would not maintain its position of corporate dominance were it not for the internal affairs doctrine. The internal affairs doctrine mandates that the internal affairs of a corporation—such as the way that a corporation’s shareholders vote on its board of directors—be governed by the laws of the state in which a corporation is incorporated. The judges who interpret the Delaware General Corporation Law (“DGCL”), the statute that sets the rules of corporate governance for the hundreds of thousands of corporations who call Delaware home, thus serve as some of the nation’s preeminent regulators [read more]

Optimizing Sports Gambling: A Case for Deregulating the Sports Gambling Industry

(Source) Sports gambling has existed in North America since 1665 when the first horse-racing track was opened. By the late nineteenth and early twentieth century, gambling became more prevalent as card rooms began to operate and many started gambling on boxing matches and baseball games. However, a series of scandals, such as the 1919 Black Sox baseball scandal and the point-shaving scandal at the City College of New York, and the rise of organized crime’s domination of the gambling market led sports leagues and federal legislators to attempt to prohibit sports gambling.  In 1920, Major League Baseball appointed its first commissioner, Judge Landis, in an attempt to restore the integrity of the game, and he banned from major league baseball for life the eight professional baseball players involved in the Black Sox baseball scandal. The federal government, on the other hand, passed the Federal Wire Act, which made it illegal to place bets or share information about them via wires across state lines. The federal government’s involvement with the sports gambling market culminated with the passage of the Professional and Amateur Sports Protection Act of 1992 (“PASPA”). PASPA banned states from sponsoring or authorizing any betting or gambling on competitive [read more]

Why Tuition Is Skyrocketing: An Inconvenient Truth

(Source) The costs of college tuition have perennially risen nationwide at rates higher than inflation, saddling millions of millennials and Generation Z’ers with exorbitant debts ranging from tens to hundreds of thousands of dollars. Vignettes about Generation X’ers paying student loans for decades are not uncommon and will likely continue for the younger generations. As if to mask the reality of the national student loan crisis, colleges and universities have downplayed the burdens they impose on students by pointing to lavish increases in financial aid. Yet seldom has such largess extended to all or even most students, at least not to the extent of paying for most of their education. America’s student-loan crisis demands analysis about the sources of burgeoning tuition costs and demands corresponding solutions. Universities often claim that tuition hikes are necessary to cover rising administrative, academic, and operational costs. The inconvenient truth behind redressing the student loan crisis, then, lies in chipping away at the bureaucratic leviathan that universities have created and reducing the number of nonacademic services universities provide students.  For instance, Harvard boasts 22,273 students and over 18,000 total employees but only a comparatively meager 2,259 professors and instructors. Thus, whereas the Ivy League school [read more]

360 Music Contracts, COVID-19, and the Future of the Music Industry

(Source) Since the turn of the century, music accessibility has quickly become greater than ever before, though listening formats have changed in popularity. As cassette tape sales waned in the 1990s, CDs became the most profitable format in the US. This trend continued through the late 2000s when CD use declined. Since 1999, falling music sales have been a consistent reality, due in no small part to newfound free, albeit illicit, access to music, offered by file sharing websites like Napster and the ever-reviving, peer-to-peer torrent site The Pirate Bay which at their peaks had sixty million and fifty million users, respectively, as well as Limewire. Piracy then blunted the growth of the music industry and not until recently did the industry’s financial outlook begin to improve. In 2016, streaming revenues represented 51% of the music retail industry’s revenue, overtaking CD, vinyl, and download sales combined. Streaming subscriptions that year drove an over 11% increase in total recorded music revenue to $7.7 billion, the largest such increase since 1998, though that sum is still only half of previous industry highs in 1999. The advent of streaming and its embrace by American music consumers shows no signs of stopping, with a [read more]

To the 117th Congress: Pass the FAIR Act

(Source) The right to a jury trial in civil actions, preserved by the Seventh Amendment to the United States Constitution, is quietly being eviscerated. As arbitration provisions have become fixtures within standard-form employment and consumer contracts, millions of individuals may no longer utilize courts to press a variety of civil actions, including medical malpractice, sexual harassment, and discrimination suits. Those individuals are forced to present their disputes before private arbitrators in relatively informal proceedings: arbitrators need not adhere to any rules of evidence and, unlike judges, they do not need to articulate the reasoning behind their awards.  Mandatory arbitration harms employees and consumers. According to Alexander Colvin, a professor of dispute resolution and dean of the Cornell University ILR School, arbitration tends to suppress employment-related claims because claimants are less likely to succeed in arbitration than they are in court and, when they do succeed, the awards are typically smaller than they are in court. Statistics suggest a similar plight for consumer-claimants. For example, according to a New York Times study, Verizon, which had more than 125 million customers as of 2015, faced only sixty-five consumer arbitrations between 2010 and 2014. Moreover, many arbitration provisions in consumer contracts contain class [read more]

Making Mandatory: Vaccines in the Workplace

(Source) According to the CDC’s COVID Data Tracker, after hitting a peak in early January 2021 of over 300,000 new American coronavirus infections in a single day, the number of new cases began falling precipitously over the ensuing months, with the seven-day moving average dropping to 56,000 by late March. Not coincidentally, COVID vaccination efforts in the same time frame have been ramping up—as of February 1, 2021, 32.2 million vaccines were administered in the U.S., with President Biden aiming to vaccinate 1.5 million more Americans each day. With over 200 million doses in under two months, the Biden administration’s original goal has been far exceeded, as 43% of Americans have already received at least one dose of the COVID vaccine as of the date of this writing. A consequence of the vaccination objective progressing at such an expeditious rate is that the overnight metamorphosis from in-person to remote work will likely begin to revert quickly as a number of large corporations, including Amazon, Apple, and Goldman Sachs, are expecting their workers to make a return to the office by midsummer.   While Facebook CEO, Mark Zuckerberg, has envisioned that half of the 48,000 employees at his company could be moving to [read more]

So, What Actually Is the Rule of Law?

(Source) Over the past year, public discourse increasingly cited the value of the rule of law. In response to the January 6 insurrection, then-President Trump claimed that “Making America Great Again has always been about defending the rule of law.” About a month later, President Biden remarked that one of “America’s most cherished democratic values. . . [is] respecting the rule of law.” What do public figures mean when they refer to the rule of law? Do they invoke the phrase in the same way they purport to know what “the American people” want, or does the idea connote much more than some amorphous optimism in our way of government. Modern legal philosophers such as Joseph Raz and F. A. Hayek have provided normative characterizations of what it means for the rule of law to govern a legal system. Raz, in particular, emphasizes that a society governed by the rule of law “must be capable of guiding the behavior of its subjects,” and identifies certain principles that derive from the rule of law, such as an independent judiciary and accessibility of courts. However, the concept boasts a history stretching back to Greek philosophers, and the ways in which the rule [read more]

It’s 2021; Let’s Talk About Breastfeeding

(Source) It’s no secret that women’s participation in the labor force increased dramatically in the second half of the twentieth century. In the past five years, women have held more than half of all management occupations and earn more than half of all bachelor’s, master’s and doctorate degrees. Perhaps most notably, a record number of women now serve in the 117th Congress—still only about a quarter of all members, but a record nonetheless. So, with women holding fast at about 47% of the labor force in 2020[1] and occupying more positions of power than ever before, why do some women still struggle to breastfeed successfully, especially while working? Let’s start with a quick primer on breastfeeding to get everyone up to speed. Breastfeeding promotes positive outcomes in children and mothers. Breastfed babies are better protected from diarrhea, pneumonia, and certain      infections, less likely to develop asthma, at a reduced risk of sudden infant death syndrome (“SIDS”), and less likely to become obese. Mothers who breastfeed also have a decreased risk of breast and ovarian cancers and experience more rapid weight loss after birth. The World Health Organization (“WHO”) and the American Academy of Pediatrics (“AAP”) both recommend exclusive breastfeeding for [read more]

The Constantly Shrinking Fourth Amendment

(Source) “Each man’s home is his castle.” This is the notion that the Fourth Amendment seeks to enforce. The Fourth Amendment guarantees protection to Americans against unreasonable searches and seizures in their own homes. Authorities cannot search a person’s home, papers, or effects without a warrant signed by a judge, upon probable cause and particularly describing the place to be searched and the persons or things to be seized. What this effectively means is that government officials cannot walk into one’s home, unwarranted, and do as they please in an attempt to find evidence of a crime. Naturally, then, the Fourth Amendment offers protection that is crucially important and guards the larger right to privacy that is fundamental to every human being. The right to privacy is not expressly mentioned in the Constitution, but is inferred through interpretation. One’s private property is hardly private if the police and other officials can walk in and search the premises without a warrant or one’s permission. Despite the evident significance of the Fourth Amendment right, judicial interpretations of the Fourth Amendment and its exceptions over the past few years have diluted the protection afforded by the Fourth Amendment. Such court holdings have created [read more]

Taxation Without Representation: The D.C. Statehood Question Renewed

(Source) Sirens blaring and helicopters overhead are a normal occurrence in Washington, D.C. On January 6, however, the sounds were persistent with no end in sight. The lower third of several news networks read “Trump Protestors Storm U.S. Capitol.” At around 12:00 p.m., D.C. residents received an alert issuing a curfew from Mayor Bowser telling them all to stay inside their homes. The news coverage continued for hours and most commentors were perplexed that the National Guard had not gotten this situation under control. When there were peaceful protestors on Black Lives Matter Plaza, they were tear-gassed to make room for a presidential photo-op. Where was the National Guard to protect our capital city now that it was under attack? The National Guard was not there because Washington, D.C. is not a state, and therefore does not have a governor who can deploy the National Guard. The D.C. National Guard is under the control of the President (whom the insurrectionists were trying to keep in power) and orders to deploy the guard are usually administered by the Secretary of the Army after a request from the Mayor. In one of the darkest days in modern-day American history, the D.C. National [read more]
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