In Loper Bright Enterprises v. Raimondo, the Supreme Court renounced the principle that courts should defer to agencies’ reasonable resolutions of ambiguities in the statutes they administer in unqualified terms. In concluding that Chevron deference was and always had been unlawful, the Court relied on section 706 of the Administrative Procedure Act of 1946 (APA), […]

In the event of a buyer’s willful breach of a merger agreement, lost-premium provisions allow a target corporation to claim damages that include the lost premium or economic entitlements that its stockholders would have received had the deal closed. In the recent Crispo v. Musk decision the Delaware Chancery Court held these provisions to be […]

The Supreme Court’s landmark decision in Ohio v. American Express (Amex) remains central to the enforcement of antitrust laws involving digital markets. The decision established a framework to assess business conduct involving transactional, multisided platforms from both an economic and legal perspective. At its crux, the Court in Amex integrated both the relevant market and […]

New technologies, including tools driven by artificial intelligence (AI), are increasingly being used in the workplace for a wide range of purposes such as measuring employee productivity, preventing theft, and monitoring workers. These technologies offer to many companies potential solutions that help optimize efficiencies and support operations, reduce human bias, prevent discrimination and harassment, and […]

As evidenced by the confusion expressed by multiple Justices in last Term’s Gonzalez v. Google, there is little consensus as to the scope of Section 230, the law that broadly immunizes internet platforms from liability for third-party content. This is particularly striking given that no statute has had a bigger impact on the internet than Section […]

Don’t it always seem to gothat you don’t know what you’ve got‘til it’s gone . . . . Joni Mitchell Currently used to clear supply and demand in all short-term auction energy markets, uniform or single-clearing in the form of location-based marginal cost pricing is the most economically efficient way to deliver least-cost energy to […]

This Article discusses a topical legal issue in the areas of securities, corporate, and administrative law: an ongoing controversy regarding the SEC’s broker-dealer quoting rule, Rule 15c2-11 under the Securities Exchange Act of 1934. For the past fifty years, the rule has been understood to apply only to equity securities (primarily, penny stocks). But more […]

This Article presents original results from a large-scale study of environmental violations. I use the universe of civil Clean Air Act environmental violations by stationary emitters of pollution to test the effectiveness of EPA enforcement. Using conservative assumptions, I find that in 36% of cases, it is profitable for firms to violate the Clean Air […]

Many lower federal courts hold that section 706(2) of the Administrative Procedure Act, 5 U.S.C. § 706(2), instructs courts reviewing agency regulations to vacate regulations that are unlawful as defined by that provision. Vacatur as the courts understand it is distinct from injunctions against enforcement proceedings and declaratory judgments. Unlike remedies that operate with respect […]

In this Essay, we revisit our analysis in A Sober Look at SPACs and assess whether that analysis—based on the 47 SPACs that merged between January 2019 and June 2020—provided a basis on which to predict that the dilution embedded in the SPAC structure would lead to severe shareholder losses in subsequent mergers. We find […]

Crypto assets and the crypto-asset ecosystem have introduced novel legal challenges, many of which have reached the United States judicial system. In this Essay, I offer the first empirical analysis of all crypto-related cases litigated in the United States, analyzing the number of cases, types of disputes, and causes of actions, among other criteria. The […]

This Essay is part of Bulletin’s symposium on special purpose acquisition companies (SPACs). Please click here for an introduction by Professor John Morley putting the 2020 SPAC boom and the regulatory reform agenda into context. Introduction A remarkable fact about modern U.S. securities markets is that most public securities can be safely bought and held by investors who […]

This Essay is part of Bulletin’s symposium on special purpose acquisition companies (SPACs). Please click here for an introduction by Professor John Morley putting the 2020 SPAC boom and the regulatory reform agenda into context. Introduction This Essay lays out an economic substance approach to regulating special purpose acquisition companies (SPACs) as sales of stock for cash. The […]

This Essay is part of Bulletin’s symposium on special purpose acquisition companies (SPACs). Please click here for an introduction by Professor John Morley putting the 2020 SPAC boom and the regulatory reform agenda into context. The U.S. Securities and Exchange Committee’s (SEC) proposed reforms of how it regulates special purpose acquisition companies (SPACs) lean heavily on the most […]

This Essay is part of Bulletin’s symposium on special purpose acquisition companies (SPACs). Please click here for an introduction by Professor John Morley putting the 2020 SPAC boom and the regulatory reform agenda into context. Introduction The Securities and Exchange Commission (SEC) has recently proposed regulations that would address a wide range of issues governing special purpose acquisition […]