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    Shadow Contracts: Side Letters in Private Market Funds

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    This project explores side letters in private market funds. Side letters, separate agreements between a fund and an investor, act as an invisible amendment to the main contract. This article introduces a new use case for side letters: impact investments, where funds target social, as well as financial returns. Using a hand-collected data set, we examine the scope and role of side letters in this growing space. Side letters as “shadow contracts” demonstrate the Easterbrook/Fischel theories in action, namely that parties “write their own tickets,” tailoring agreement terms to their specific needs within the framework of corporate governance rules. Expressing preferences and constricting manager power through contracts is even more important when managers serve dual goals. However, side letters come with costs, including direct transactional fees and indirect costs such as additional complexity, slower adoption of best practices, and hidden hierarchies that advantage some parties to the detriment of others. The solution? Standardization and transparency. Common side letter provisions, such as information rights and advisory committees, should be addressed in the main agreement to reduce costs, increase transparency, and push contract innovations out of the shadows. Further, in line with recent SEC proposed rules, side letters should be disclosed

    Post-Pandemic, but Not Post-Racial

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    The Fair Housing Rights Act and the Voting Rights Act have had measurable success in providing opportunities to address intentional discrimination in housing and voting contexts. Plaintiffs with evidence of direct illegalities have clear frameworks under which justice may be sought, and both Acts provide a path for relief upon violations of housing and voting rights because of one’s membership in a protected class. However, the disparate impact theories that are cognizable under both Acts have been scrutinized for lackluster results. Practitioners and academicians have written about and experienced the difficulties plaintiffs face in successfully proving that a particular housing practice or policy is the cause of specific discriminatory outcomes, given the interrelated factors that give rise to segregation. Similarly, the gutting of the preclearance requirements in the Voting Rights Act, coupled with the onslaught of voter suppression legislation in the last few years, create obstacles to satisfy the complicated “totality of the circumstances” test required to evidence disparate impact under the Voting Rights Act. In addition to critiquing the limits of each Act, this Article explains how racial disparities in poverty and health are exacerbated by these limitations. Systems and individuals seeking to exploit people of color through oppressive housing and voting laws rely on the failure of the Fair Housing Act and Voting Rights Act to eradicate segregation, with determinants in each sphere perpetuating the discrimination within the other. The Article sets forth federal action that can be taken to mitigate these inequities

    Introduction: Agenda for Building a Changing World Responsibly

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    Finding Community With One Another

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    Georgia Legal Research

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    State Abortion Bans: Pregnancy as a New Form of Coverture

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    HB 1009: Remote Operation of Personal Delivery Devices

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    The Act provides for the remote operation of personal delivery devices on Georgia’s highways, streets, bike paths, and sidewalks. It provides the required parameters for operation including parking, time frames, speed limits, safety parameters, weight limits, insurance, and local enforcement through civil citations

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    Georgia State University College of Law: Reading Room
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