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JACOB M. SCOTT, Plaintiff/ Appellant, v. WINGATE WILDERNESS THERAPY, LLC, Defendant/ Appellee. : Reply Brief of Appellant
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Review of a Certified Question from the United States Tenth Circuit Court of Apeals, Case No. 19-405
The Importance of Inferior Voting Rights in Dual-Class Firms
Get PDFOver the past several years, corporate law scholarship has carefully analyzed the effects of dual-class capital structures, which allocate superior voting rights to insiders and inferior voting rights to public shareholders. This Article adds to the literature by focusing on a unique and novel type of dual-class structure—one in which the public shares have no voting rights at all. It notes that this structure is fundamentally different because in the absence of even highly diluted voting rights in public hands, the firm does not have to abide by certain types of disclosure rules and corporate governance standards. Nonvoting shareholders are deprived of these significant components of investor protection.
After carefully identifying the serious consequences of nonvoting common stock for investor protection, the Article suggests two ways to address them. First, the Securities and Exchange Commission should act to protect nonvoting shareholders by requiring the same level of disclosure when nonvoting stock is issued as is required when voting stock is issued. Towards implementing this proposal, the Article distinguishes between the situation of no voting rights and the long-standing federal court decision asserting that the regulation of voting rights is beyond the delegated authority of the Commission. Second, stock exchange rules should impose requirements for listed firms aimed at protecting holders of nonvoting stock. These rules would grant nonvoting shareholders certain disclosure and governance rights they do not otherwise have under federal or state law. The Article’s proposals directly address the implications of nonvoting stock for disclosure and corporate governance, and therefore are preferable to the current incidental reaction of major index providers to dual-class capital structures
Kill Me Through the Phone: The Legality of Encouraging Suicide in an Increasingly Digital World
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The (Surprisingly) Prevalent Role of States in an Era of Federalized Class Actions
Get PDFIn enacting the Class Action Fairness Act of 2005 (CAFA), Congress intended to expand access to the federal courts for interstate class actions by creating minimal diversity and removal jurisdiction. In Section 2 of the Act, “Findings and Purposes,” Congress stated that class action abuses undermined “the concept of diversity jurisdiction as intended by the Framers of the United States Constitution” in that state courts kept cases of national importance out of federal court and sometimes demonstrated bias against out-of-state defendants. Congress stated that a purpose of CAFA was to “restore the intent of the framers of the United States Constitution by providing for Federal court consideration of interstate cases of national importance under diversity jurisdiction.” As many commentators have suggested, CAFA was intended to federalize class action litigation. An historical examination of dual system complex litigation illustrates the extent to which federal courts have successfully (or unsuccessfully) intervened in pending parallel state court proceedings through application of abstention, the Anti-Injunction Act, preclusion, and Erie doctrines. In the post-CAFA era, however, class action and other complex litigation has been federalized in derogation of state enforcement efforts by providing defendants with more ready access to federal courts. Nonetheless, state courts have retained jurisdiction over an array of complex litigation. Despite the federal predisposition of CAFA, states have retained a role in addressing complex litigation aided by Supreme Court decisions recognizing the independent role of state courts in enforcing local legal norms. To a significant extent, state courts have been insulated from federal judicial encroachment on states’ ability to handle complex litigation in its own courts, and state attorneys general have in various ways been empowered to pursue aggregate relief on behalf of state citizenry
Anti-Gay Discrimination,“Conscience Exemptions,” and the Racism Analogy: A Reply to Professor Koppelman
Get PDFTHE STATE OF UTAH, Plaintiff/ Appellee v. ALBERTO HERRERA, Defendant/ Appellant : Brief of Appellee
No full textAppeal from a conviction for negligently operating a vehicle with a measurable controlled substance in the body and causing serious bodily injury or the death of another, a second degree felony, in the Third Judicial District, Salt Lake County, the Honorable Elizabeth A. Hruby-Mills presiding
Nathalie S. Skibine, Elise Lockwood, Nick Falcone, Salt Lake Legal Defender Ass\u27n, Counsel for Appellant
Jeffrey S. Gray (5852), Assistant Solicitor General, Sean D. Reyes (7969), Utah Attorney General, Paul Fuller, Salt Lake District Attorney\u27s Office, Counsel for Appelle
ALEXIE KAMOE, Petitioner/ Appellant v. HONORABLE STEVAN RIDGE, Respondent / Appellee : Reply Brief
No full textAppeal Following An Order Of Certification From The Utah Court Of Appeals In An Appeal From The Denial Of A Rule 65b Petition For Extraordinary Relief In The Fourth District Court, Before The Honorable Judge Robert Lunnen, Arising From An Order For Trial In The Utah County Justice Court
Carl Hollan, David Leavitt, Utah County Attorney, Counsel for Appellee
Douglas J. Thompson (12690), Utah County Public Defender Assoc., Appeals Division, Counsel for Appellan