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Mar. 10, 2019 - The Denver Law Review will soon be accepting submissions for the 2019 Emerging Scholar Award. For details on the award including eligibility, award information, and submission instructions, please review this document. We look forward to reviewing all submissions!


Jan. 9, 2019 - The Denver Law Review is pleased to open registration for our 2019 Symposium, Driven by Data: Empirical Studies in Civil Litigation and Health Law. We have a top-class list of speakers for this year's symposium and we look forward to seeing you there! Register by following this link.


Apr. 4, 2018 - The Denver Law Review is currently accepting submissions for its Recent Developments in the Tenth Circuit issue. For details on the issue and submission instructions, please review this document. We look forward to reviewing all submissions!


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Tuesday
May302017

Torts in the Virtual World

[PDF]

Roderick O'Dorisio

Last year, virtual reality (VR) and its counterpart, augmented reality (AR), erupted with popularity. At long last, the highly publicized head-mounted displays (HMDs), through which users can enter into a virtual world, went on sale to the public, including Facebook’s Oculus Rift, Samsung’s Gear VR, Sony’s PlayStation VR, and HTC’s Vive. Virtual Reality and Augmented Reality have hit the mainstream. Indeed, in 2016, four major VR hardware platforms were released, as well as numerous VR applications, from games to immersive news reporting to social experiments. Also, let us not forget the summer of 2016, where the world went nuts for Pokémon GO, and as a result, local hospitals and the Holocaust Memorial Museum were forced to put up signs asking players to please stop catching Pokémon on their premises.

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Tuesday
May232017

Corporate Governance, Shareholder Proposals, and Engagement Between Managers and Owners

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J. Robert Brown, Jr.

In the corporate governance area, few regulations have greater importance than Rule 14a-8. Put in place in 1942, the provision requires companies to include in their proxy statements proposals properly submitted by shareholders. Phrased in precatory language, proposals typically advise rather than command. Rule 14a-8, therefore, provides a cost effective mechanism for obtaining the collective views of shareholders on designated matters.

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Tuesday
May232017

Proving Shareholder Eligibility Under Rule 14a-8(b)

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Sophie Fritz

Rule 14a-8 requires management to include a properly submitted shareholder proposal in the company's proxy materials. The Rule, however, limits applicability to owners holding at least $2,000 in market value of the company's securities, or 1%, of the outstanding voting shares for at least one year through the date of the meeting. Beneficial owners must establish their eligibility by submitting a written statement from the record holder. The registrant has fourteen days to provide notification of any deficiency in the required proof and the owner has fourteen days to respond.

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Tuesday
May232017

The Untimely Problem of the Timely Submission of Shareholder Proposals

[PDF]

Ashley Kincaid Lloyd

Rule 14a-8 requires companies to include properly submitted shareholder proposals in their proxy materials. The Rule, however, imposes a number of substantive and procedural requirements. Subsection (e)(2) provides that, in most cases, shareholders must submit a proposal no later than 120 days before the date the company distributed the proxy statement to shareholders the prior year. Failure to do so can result in exclusion.

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Tuesday
May232017

The Lack of Adequate Time to Address Deficiencies Under Rule 14a-8(f)

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John Ikard

Rule 14a-8 (the Rule) sought to facilitate "functional corporate democracy" between a company's management and shareholders. The Rule allows shareholders to include proposals in a company's proxy materials. Management can, however, exclude a proposal on a number of substantive and procedural grounds. Subsection (f) requires that companies provide proponents with notice of, and an opportunity to correct, certain procedural deficiencies. Issuers have fourteen days to issue the notice and shareholders have the same period to respond.

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Tuesday
May232017

Limiting the Limited Number of Shareholder Proposals under   Rule 14a-8

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Renee Himes

Rule 14a-8 (the Rule) provides shareholders with the opportunity to advise corporate action through inclusion of proposals in a company's proxy statement. The Securities and Exchange Commission (SEC or Commission) qualified the availability of the provision through a number of procedural thresholds for submission as well as substantive grounds for exclusion. These include a limit to a single submission per shareholder to each company.

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Tuesday
May232017

What’s in a Name: Rule 14a-8(l) and the Identification of Shareholder Proponents

[PDF]

Erin Stutz

Section 14(a) of the Securities Exchange Act of 1934 authorizes the Securities and Exchange Commission (SEC) to adopt proxy rules "necessary or appropriate in the public interest or for the protection of investors." Pursuant to this authority, the SEC in 1942 promulgated Rule 14a-8 in order to give shareholders a greater voice in the corporate governance process. Requiring the inclusion of shareholder proposals in a company's proxy statement, the rule also contains a number of procedural conditions and substantive limitations. Specifically, a shareholder may not submit more than one proposal to a single company and proposals cannot exceed 500 words.

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Tuesday
May232017

Excluding Proposals in the Absence of Corporate Authority

[PDF]

Donovan Gibbons

Rule 14a-8 requires inclusion of a properly submitted shareholder proposal in the company's proxy statement. The Rule, however, also includes thirteen substantive grounds for exclusion. Specifically, subsections (i)(6) permits omission of a proposal if "the company would lack the power or authority to implement the proposal."

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Tuesday
May232017

Finding the Grievance in the Personal Grievance Exclusion

[PDF]

Jon Wagner

Rule 14a-8 (the Rule) requires the inclusion of a shareholder proposal in a company's proxy statement. The Rule, however, provides thirteen substantive grounds for exclusion. Subsection (i)(4) allows for the omission of proposals relating to the "redress of a personal claim or grievance against the company or any other person." Originally introduced to prevent "abuse of the [shareholder proposal] rule," the exclusion sought to eliminate proposals intending to "achieve personal ends . . . not necessarily in the common interest of . . . security holders generally."

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Wednesday
Apr192017

Two Bills Demonstrate the Difficulty in Legislating Teen Sexting

[PDF]

Jennifer Eyl

In November 2016, Cañon City High School, in Cañon City, Colorado, was rocked by a scandal involving 300 sexually explicit images of students being shared among more than 100 teenagers. This case, and others around the country, have caused considerable consternation among prosecutors, school officials, parents, and those who want to ensure juveniles do not suffer criminal consequences for acting like teenagers in the age of easily created, shared and exploited digital images.

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