Events & Announcements

2017 Symposium – Justice Reinvestment: The Solution to Mass Incarceration?

Feb. 2 & 3, 2017 - Justice Reinvestment: The Solution to Mass Incarceration? The Denver Law Review presents its annual symposium on whether justice reinvestment initiatives are effective tools to end mass incarceration.

Registration is now open. Pending up to 14 CLEs.


Denver Law Review Announces 2016 Emerging Scholar Award Winner

The Denver Law Review is pleased to announce that it has selected Adam Feldman, a Ph.D. student at the University of Southern California, for the 2016 Emerging Scholar Award.

Click here for more information.


DLR Online Proudly Presents a Special Issue, Navigating the Nuance: Pressing Issues in M&A Law and Practice

DLR Online's new special issue, Navigating the Nuance: Pressing Issues in M&A Law and Practice, features eleven student articles covering recent topics in mergers and acquisitions. This is the first collaboration between the Denver Law Review, DLR Online, and Professor Michael R. Siebecker. 
 
Prior special issues from the DLR Online can be found here.

DLR Online Proudly Presents a Special Issue: The Shareholder Proposal Rule and the SEC

DLR Online's new special issue, The Shareholder Proposal Rule and the SEC, features eleven student articles covering Rule 14a-8, the epicenter of the shareholder rights movement. The issue represents the continued collaboration between the Denver Law Review, DLR Online, and Professor J. Robert Brown, Jr. 
 
Explore a thoughtful introduction to the issue by Professor Brown. Prior special issues from the DLR Online can be found here.

DLR Online Proudly Presents a Special Issue 

Taking it to the Next Level: Your Course, Your Program, Your Career

DLR Online's new special issue, Taking it to the Next Level: Your Course, Your Program, Your Career, features three articles by legal writing Professors who share their experiences in the classroom.

 


Vol. 94 Emerging Scholar Award: Request for Submissions

The Denver Law Review is pleased to announce the 2016 Emerging Scholar Award. This exclusive publication opportunity is open to all scholars who (1) have received their J.D. as of March 1, 2016, (2) have not yet accepted a tenure-track teaching position, and (3) have not held a full-time teaching position for more than three years.

The selected recipient will receive an award of $500, and the Denver Law Review will publish the winning entry in Issue 1, Volume 94, scheduled for early 2017.

Click here for more information.


We've Changed Our Name!

The Denver University Law Review is now the Denver Law Review, and the DULR Online is now DLR Online.


Volume 93 Staff Announced

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

Please click here to view the photo masthead.


Denver Law Review Announces Emerging Scholar Award

The Denver 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!


 

Subscriptions and Submissions

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

For the guidelines on how to submit an article to the Denver Law Review, please click here.

DLR Online

The online supplement to the Denver Law Review

Monday
May092016

CONFLICT BETWEEN PRETEXTING IN M&A INVESTIGATIVE DUE DILIGENCE AND THE ABA MODEL RULES OF ETHICS

[PDF]

Michael Wenman

The purpose of due diligence in a merger and acquisition (M&A) transaction is to determine the appropriate purchase price to be paid by the buyer. In order to determine the purchase price there should be a thorough investigation and analysis of legal and financial risks, including the discovery of liabilities that may be deal-breakers. The due diligence process typically encompasses legal, financial, and commercial due diligence. Another aspect of due diligence is investigative due diligence, which utilizes a wide range of intelligence gathering techniques including covert activities that are used to perform thorough background checks on a target and its key employees. The investigative due diligence team should be an outside investigative firm that can offer an unbiased review of the potential target and expose any derogatory information such as a history of violating the law, fraud, bribery or any unethical behavior that can ultimately affect the purchase price or possibly terminate the transaction.

Click to read more ...

Monday
May092016

NON-PROSECUTION AGREEMENTS IN THE FCPA: IMPACTING THE VIABILITY OF MERGERS ONE DOJ OPINION LETTER AT A TIME

[PDF]

Kaylea Waechter

In recent years, the Department of Justice (DOJ) and the Securities Exchange Commission (SEC) have increased the prevalence of prosecutions for Foreign Corrupt Practices Act (FCPA) violations by 60%, costing companies an average of $1.5 billion in fines in 2014 alone. As companies become more wary of the economic impact of FCPA violations, they have begun to seek alternative solutions to compliance in the mergers and acquisitions context. In response, the DOJ has implemented the use of Non-Prosecution Agreements (NPA) with extensive compliance requirements that have ultimately forced companies to concede to FCPA violations.

Click to read more ...

Monday
May092016

MANAGING ACQUISITIONS COMPLIANCE IN INTERNATIONAL FRANCHISE EXPANSION 

[PDF]

Rachael Isaacson

This article examines the major concerns when evaluating how to ensure compliance with the Foreign Corrupt Practices Act (FCPA) for a franchise looking to expand internationally, and from this examination, to craft the best approach to ensuring compliance with the FCPA. Couple franchising’s exponential growth and reliance on third parties for expansion of the franchise system with the recent crack down on FCPA compliance by the Securities and Exchange Commission (SEC) and the Department of Justice (DOJ), and there is the perfect storm regarding risk to the franchisor of inadvertently creating liability under the FCPA. By adopting a commitment to non-tolerance of bribery or otherwise corrupt practices, as well as adopting a system-wide, robust, and comprehensive anti-corruption compliance program, franchises expanding internationally can mitigate their unique risks regarding the commission or imputation of potential FCPA violation within the franchise system.

Click to read more ...

Monday
May092016

THE UNCERTAINTY OF CONDUCTING PRE-ACQUISITION FCPA DUE DILIGENCE IN MERGERS AND ACQUISITIONS

[PDF]

Richard Howieson

Given the extensive costs of pre-acquisition Foreign Corrupt Practices Act (FCPA) due diligence and the need to stay competitive in foreign markets, U.S. companies should not conduct expansive pre-acquisition FCPA due diligence  while pursuing acquisitions of companies not subject to the FCPA. Congress enacted the FCPA in 1977 to combat bribery and corruption of foreign officials by U.S. companies and agents of those companies.

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Monday
May092016

CYBER INSURANCE IN INTERNATIONAL MERGERS AND ACQUISITIONS 

[PDF]

Tanya Fuhrman-Wenman

Does the recent invalidation of the EU-U.S. Safe Harbor Program, regarding the agreed upon data privacy protection standard of EU citizens’ data, pose a specific concern for the merger and acquisition (M&A) transaction lifecycle involving data transfers from the European Union (EU)?  During the M&A due diligence period, the acquiring company should evaluate the target’s compliance with privacy and data protection laws in all of the international jurisdictions the company operates in. Specifically, the EU Member States enforce privacy and data protection  laws that are more far-reaching than U.S. laws in restricting cross-border data transfers or exchanges of EU citizens’ personal data from coming into countries such as the U.S. This topic is of critical importance in light of the recent October 6, 2015 court opinion by the European Court of Justice (ECJ) invalidating the EU-U.S. Safe Harbor Program, protection,” and upon the proposed adoption of the EU General Data Protection Regulation (GDPR) requiring costly data breach reporting obligations.

Click to read more ...

Monday
May092016

SHAREHOLDER ACTIVISM: THE 21ST CENTURY POISON PILL REPLACEMENT

[PDF]

Maria Bock

Has the twenty-some year dominance of the poison pill come to an end? The 1980s saw the advent of the shareholders rights plan—more commonly referred to as the poison pill—due to the prevalence of corporate raiders wishing to make hostile bids for companies they wished to ultimately sell for parts. Initially praised as an effective tool for defending against hostile takeovers and protecting a company’s directors and officers, adoption of a poison pill often resulted in a temporary stock price increase to the adopting company because the pill sent a message to investors that the company might be a takeover target. Since the 1980s, the poison pill has evolved into a defensive tactic that runs the gamut of severity.

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Monday
May092016

NEW SEC INTERPRETATIONS AND TREASURY REGULATIONS AIMED AT CURBING THE INVERSION EPIDEMIC WILL NOT LIKELY HAVE MATERIAL EFFECTS ON FUTURE INVERSION TRANSACTIONS 

[PDF]

Derek Ball

Over the past few years, political officials, including President Barack Obama, have deemed corporate inversions unpatriotic and thrust them into the spotlight. Inversions occur when a U.S. corporation merges with or acquires a foreign corporation and reorganizes into that country, or a third-party country, if applicable. The Joint Committee on Taxation has projected that over the next ten years, the U.S. Treasury will lose $41 billion because of this tax minimization tactic. While inversions are primarily tax driven, the SEC and the Treasury are attempting to curb them by implementing targeted interpretations and regulations, essentially duct-taping an issue that demands a strong overhaul of the federal corporate tax code.

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Monday
May092016

NAVIGATING THE NUANCE: PRESSING ISSUES IN M&A LAW AND PRACTICE

[PDF]

Michael R. Siebecker

Mergers and acquisitions (M&A) transactions set new records in the past year. In 2015, combined transactions exceeded $4.7 trillion in value with an incredibly high percentage of deals exceeding $5 billion. Access to cheap debt financing, ardent pressure from shareholders to improve profitability, and consistently positive stock market reactions to business combinations represent just a few factors that fuel such unprecedented deal-making activity.

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Monday
May092016

THE EXCLUSION OF DUPLICATIVE PROPOSALS UNDER RULE 14A-8(I)(11)

[PDF]

Hillary Sullivan

Rule 14a-8 (the Rule) allows shareholders to include proposals in a company’s proxy materials. The Rule, however, also contains thirteen substantive grounds for excluding a proposal. Specifically, subsection (i)(11) allows a company to exclude a proposal that “substantially duplicates” a previously submitted proposal.

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Friday
May062016

RULE 14A-8(I)(10): HOW SUBSTANTIAL IS “SUBSTANTIALLY” IMPLEMENTED IN THE CONTEXT OF SOCIAL POLICY PROPOSALS?

[PDF]

Aren Sharifi

Rule 14a-8 (the Rule) allows shareholders to include proposals in the company’s proxy statement. The Rule also has thirteen substantive grounds for exclusion, with the burden on the company to demonstrate proper reliance to omit a proposal. Subsection (i)(10) (14a-8(i)(10)) allows exclusion of proposals “substantially implemented” by the company.

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