Events & Announcements

DULR Online Proudly Presents a Special Issue: The Direction of Delaware Law

DULR Online's new special issue, The Direction of Delaware Law, features six student articles covering a variety of changes taking place regarding corporate law in Delaware.  The issue represents the continued collaboration between the Denver University Law Review, DULR Online, and Professor J. Robert Brown, Jr. 
 
Please explore the full issue here, including a thoughtful introduction to the issue by Professor Brown.

Prior special issues from the DULR Online can be found here.


DULR Announces Emerging Scholar Award

The Denver University Law Review is pleased to announce that it has selected Kate Sablosky Elengold, Practitioner-in-Residence at American University's Washington College of Law, for the Emerging Scholar Award of Volume 93.

Click here for more information!


Volume 93 Board of Editors Announced

The Denver University Law Review is excited to announce the Volume 93 Board of Editors. Please join us in congratulating them in this accomplishment and supporting them in continuing the fine tradition of the Denver University Law Review. Please click here to view the masthead.


Subscriptions and Submissions

For information on how to subscribe to the Denver University Law Review, please click here.

For the guidelines on how to submit an article to Denver University Law Review, please click here. If you would like to submit a shorter piece to DULR Online, please contact the Online Editor, Nicholas Rising, at nrising16@law.du.edu.

Friday
May152015

RETHINKING HAMON CONTRACTORS, INC. V. CARTER & BURGESS, INC. TO CLARIFY APPLICATION OF COLORADO’S ECONOMIC LOSS RULE TO POST-CONTRACTUAL FRAUD CLAIMS

[PDF]

By Joel Fulton

Through recent decisions, Colorado courts have expanded the economic loss rule. These decisions have applied the rule to bar post-contractual fraud claims by relying on the implied contractual duty of good faith and fair dealing. This expansion does not serve the policy interests underlying the rule and goes beyond the scope of the rule. Therefore, the Colorado Supreme Court should rethink the application of the economic loss rule to post-contractual intentional torts such as fraud.  

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Thursday
May072015

ON THE ETHICAL USE OF PRIVATE INVESTIGATORS

[PDF]

Forrest Plesko, Esq.

As a civil litigation attorney practicing primarily insurance defense, I have often retained the services of private investigators. Sometimes their services make a significant difference in the outcome of a case. A few years ago, for example, one plaintiff stated in an interrogatory answer that the activity he would miss most as the result of his alleged injury was the ability to wash and wax a classic car he had restored over the years. Suspicious of his claims, I sent an investigator to take a few hours of video of him.

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Wednesday
Apr292015

THE FUTURE DIRECTION OF DELAWARE LAW (INCLUDING A BRIEF EXEGESIS ON FEE SHIFTING BYLAWS)

[PDF]

J. Robert Brown, Jr.

I.          Introduction

The Online Law Review for the University of Denver will, for the third time, publish an entire issue of student papers on a common topic in the area of corporate law and governance.  Past issues have involved discussions of the JOBS Act[2] and proxy plumbing issues.[3]  The third issue for the first time looks at topics under Delaware law. 

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Wednesday
Apr292015

DIRECTOR INDEPENDENCE AND THE IMPACT OF BUSINESS AND PERSONAL RELATIONSHIPS

[PDF]

Robin Alexander*

I.          Introduction

Corporate governance reform has often focused on the need for, and the role of, independent directors on the board. The rules of the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) require that listed companies (1) include a majority of independent directors on the board[2] and (2) allow only independent directors to serve on the audit, compensation, and nominating committees.[3] Delaware law does not require the use of independent directors but does provide greater deference to decisions by boards that do.[4]

Click to read more ...

Wednesday
Apr292015

RURAL METRO CORP AND ENSURING FAIRNESS IN A FAIRNESS OPINION

[PDF]

Riley J. Combelic*

Directors owe fiduciary duties of care and loyalty to shareholders.[2] With respect to the duty of care, courts apply the presumption of the business judgment rule. This presumption assumes directors’ make decisions in good faith, in the best interests of shareholders, and on a fully informed basis.[3] Delaware courts, however, have reduced the duty of care to a simple process standard.[4] Thus, so long as board decisions appear to be informed, courts will uphold them. As a result, courts have rarely found inadequate process and imposed liability for breach of the duty of care.[5] 

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Wednesday
Apr292015

OUTER LIMITS: FIDUCIARY DUTIES AND THE DOCTRINE OF WASTE

[PDF]

Charles Gass*

I.   Introduction

Directors have a legal obligation to act with care in managing the business of the corporation. Under Delaware law, the duty has largely evolved into a process standard. Informed decisions made by independent directors receive judicial deference.  Process standards, however, can sometimes generate irrational results.  The doctrine of waste, therefore, amounts to an outer boundary for decisions otherwise protected by the business judgment rule.

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Wednesday
Apr292015

AN APPRAISAL OF APPRAISAL RIGHTS IN DELAWARE

[PDF]

Jennifer McLellan*

Shareholders dissatisfied with the corporation’s decision to merge or consolidate may seek redress by asking a court to assign a fair value to their shares. The right to an appraisal is longstanding and “entirely a creature of statute.”[2] Exercising the right, however, entails certain risks. Under Delaware law, the process is uncertain and can result in a value less than what was offered in the merger.[3] In addition, the process may take years to complete, with shareholders remaining unpaid until completion of the judicial valuation process.

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Wednesday
Apr292015

STOCKHOLDER INSPECTION RIGHTS AND AN "INCREDIBLE" BASIS: SEEKING DISCLOSURE RELATED TO CORPORATE SOCIAL RESPONSIBILITY

[PDF]

Gabrielle Palmer*

I.          Introduction

Corporations are creatures of state law.[2] The state of incorporation determines the rights of shareholders and managers.[3] As part of this regulatory process, state law provides shareholders with the right to inspect the books and records of corporations. Described by courts as a “powerful right,”[4] the authority is “an important part of the corporate governance landscape.”[5]

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Wednesday
Apr292015

THE REASSERTION OF THE PRIMACY OF DELAWARE AND FORUM SELECTION BYLAWS

[PDF]

Patrick J. Rohl*

I. Overview

Most mergers involving public companies face lawsuits,[2] thereby imposing what some have described as a “merger tax” on the transactions.[3] Likewise, derivative suits often arise in more than one jurisdiction. Additionally, concerns have arisen over the settlement costs associated with derivative suits.[4]

Although other mechanisms for consolidating these disputes exist, attention has focused on the increased use of forum selection bylaws. These bylaws require the filing of intra-corporate disputes in a specified forum. For the most part, this has meant Delaware. As a result, litigation is centralized in a single jurisdiction, eliminating multiple lawsuits.

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Friday
Apr242015

IMMIGRATION LAW BY PROXY: THE CASE OF COLORADO'S HUMAN SMUGGLING CRIME

[PDF]

César Cuauhtémoc García Hernández

Introduction

As the United States Supreme Court has repeatedly reiterated since the late nineteenth century, immigration law is an area of federal dominance. The power “to forbid the entrance of foreigners . . . or to admit them only in such cases and upon such conditions as it may see fit to prescribe[,]”[1] the Court wrote in 1892, “is vested in the national government.”[2] More recently, the Court explained in 2012 that the federal government has “broad, undoubted power over the subject of immigration.”[3]

Despite the federal government’s expansive reach in immigration law, the states nonetheless retain authority that allows them to play an important role in migrants’ lives. Through their traditional powers to adopt criminal statutes and police their communities, states can indirectly—but intentionally—inject themselves into the incidents of ordinary life as a migrant. In a number of ways, Colorado has done just that. One notable example is a criminal prohibition against human smuggling, a challenge to which is currently pending before the Colorado Supreme Court.[4] This essay begins by addressing that statute’s reach. It then proceeds to discuss the statute’s treatment in the Colorado Court of Appeals and the challenges against it pending before the Colorado Supreme Court. The essay closes by placing the human smuggling provision within a broader context in which states criminalize immigration-related activity.

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