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Starstruck: The Superstar CEO Concept in Delaware Corporate Jurisprudence
Full text linkThe rise of the Superstar CEO—an individual who directors, investors, and markets believe makes a unique contribution to a company’s value—challenges traditional corporate governance norms by blurring the line between visionary leadership and unchecked power. This concept recently made its jurisprudential debut in Tornetta v. Musk, where the Delaware Court of Chancery found that the unique dynamics of Elon Musk’s influence over Tesla allowed him to exercise transaction-specific control over his compensation grant. This Article closely examines how the concept was used in Tornetta in an attempt to unveil how the Superstar CEO concept could be interpreted in future decisions as a common law doctrine. It proposes two possible interpretations, demonstrating the wide precedential impact the concept could have on Delaware’s controlling shareholder doctrine, standard for director independence, and corporate jurisprudence as a whole
Navigating Turbulent Skies: Class Action Waivers in the Airline Industry and the Quest for Passenger Justice
Full text linkIn the ever-evolving skies of the airline industry, airline passengers have continued to benefit from distinctive safeguards, even in the wake of deregulation. As its principal protector, the Department of Transportation has consistently demonstrated its commitment to treating airline customers as a distinct and significant group of consumers. However, these well-intentioned regulations often go unchecked, inadvertently paving the way for airline companies to exploit loopholes, leading to unjust practices. This, in turn, inflicts significant harm upon one of the most crucial consumer segments in the United States. A prime example of this issue is the collaborative effort by airline companies to insert class action waiver provisions into their contracts of carriage. These provisions effectively curtail the ability of passengers to hold airlines accountable for their transgressions. In the absence of a vital mechanism for instigating social change, airline customers are left to ponder whether seeking justice in the face of airline misconduct is a pursuit worth embarking upon.
Amidst the backdrop of existing jurisprudence, a prevailing trend emerges in which most courts adhere to a standardized review of these class action waivers, adamantly defending the airline industry’s existing tactics. In light of this, it is imperative to demand change and bring light to the true perils airline passengers face in the current legal environment. This Comment will discuss the development and importance of the airline industry, the unique protections continuously afforded to airline passengers, the perils posed by class action waivers, the necessity of preserving the class action mechanism for passengers, and the feasible solutions to these pressing issues
How Corporate Individualism Challenges Modern Tort Theory
No full textAccording to the modern tort theory, that dominates in the legal academy, deep pocket entities that profit from facilitating harmful activity must compensate those foreseeably injured by that activity. The rationale is that allowing enterprises to externalize the costs they impose on others encourages excessively risky behavior. Therefore, cost internalization must be mandated to achieve the twin goals of tort law: compensation of tort victims and deterrence of potentially harmful conduct.
The thesis of this Article is that the academic model is misleading and incomplete. The concerns of the tort system are not limited to compensation and deterrence. Our legal system also cares about the rights of defendants, the protection of lawful enterprise, and the encouragement of investment. Legal rules advancing these policies contradict modern tort theory. A prime example, and the subject of this Article, is the doctrine of corporate individuality, which the U.S. Supreme Court unanimously reaffirmed in February 2025. This doctrine holds that a corporation is a separate and autonomous legal person, legally distinct from its owners and affiliates, and therefore not a conduit of liability to them. The doctrine allows businesses to avoid liability by outsourcing risky behavior to a separately incorporated company and protects shareholders from liability for conduct they enabled, in defiance of modern tort theory. The continuing vitality of the corporate individuality doctrine demonstrates that modern tort theory needs the supplement of an alternative model, more in line with the classic common law of the late nineteenth century, that can account for competing policies and current legal reality
The Integral Fail–Safe: Restoring Clemency’s Role as a Remedy for Injustice in Death Penalty Cases
No full textExecutive clemency has long been understood simply as an act of mercy; however, this Note argues that executive clemency was historically designed to also function as an indispensable corrective mechanism within the criminal justice system, especially in capital cases where the consequences of error are irreversible. Using the execution of Marcellus Williams as a central illustration, this Note examines how modern clemency practices have deviated from their original purpose, becoming increasingly arbitrary, politically influenced, and vulnerable to racial bias. Although clemency has been characterized by its broad discretion and minimal procedural constraints, this Note argues that such unfettered authority has rendered the process unreliable as a “fail safe,” especially in light of high rates of wrongful convictions and documented racial disparities in exoneration outcomes.
Clemency is an integral component of the criminal justice system and should therefore be subject to heightened procedural safeguards comparable to the protections already applied at other stages of capital litigation. The current mix of state procedures are marked by infrequent grants, a lack of uniform standards, absence of reviewability, and susceptibility to discriminatory outcomes. These procedures fail to provide a cohesive and meaningful protection for death row prisoners asserting innocence. To restore clemency’s role in safeguarding justice, this Note proposes a unified clemency model which requires states to adopt standardized evaluation procedures, implement advisory board recommendations, and incorporate racial impact assessments. By supplementing clemency with heightened procedural safeguards consistent with its historical purpose, this model seeks to transform clemency from an arbitrary political tool into an equitable remedy capable of preventing wrongful executions and addressing systemic shortcomings in the justice system
Standard Search Logic Under Article 9: The Florida Debacle Revisited
Full text linkIf a financing statement is filed in a filing office that does not have a search system that uses a standard search logic, Article 9 of the Uniform Commercial Code provides that there is no tolerance for any error, however slight, in the debtor’s name shown on that financing statement. Such an erroneous financing statement will not be effective to perfect a security interest. In 2012 the author warned that the search system used by Florida’s central filing office lacks a standard search logic, and in 2022 the Florida Supreme Court so held. This Article (i) details how Florida should modernize its search system to invest it with a standard search logic, (ii) evaluates the partial modernization Florida adopted in November 2024, (iii) evaluates a proposal for nationwide revision of Article 9’s system for filing and indexing financing statements, and (iv) recommends that states adopt the proposal by previous scholars to amend their enactments of Article 9 to award an unperfected security interest priority over the interest of a lien creditor, which would greatly reduce litigation over perfection
Hoodwinked by Rucho: The Illusion of Protection for Racial Gerrymandering in Federal Courts
Full text linklt is emphatically the province and duty of the judicial department to say what the law is. Those who apply the rule to particular cases, must of necessity expound and interpret that rule. - Marbury v. Madison, 5 U.S. 137 (1803).
[W]e must never forget, that it is a constitution we are expounding. - McCulloch v. Maryland, 17 U.S. 316 (1819)
\u3cem\u3eFilarsky’s\u3c/em\u3e Dilemma: Qualified Immunity for Private Actors and its Potentially Negative Impact on Policing
Full text linkIf You Can’t Beat Hemp, Join Hemp: A Policy Argument for a Federal Regulatory Framework Encompassing Intoxicating Hemp Derivatives and Marijuana and Why Re-scheduling Marijuana Isn’t the Answer
Full text linkThe Agriculture Improvement Act of 2018 (2018 Farm Bill) legalized industrial hemp and its downstream uses by removing hemp from the definition of marijuana under the Controlled Substances Act (CSA). Its enactment led to the explosion of a multi-billion dollar intoxicating hemp derivatives (IHD) market. This boom, combined with growing state–level marijuana legalization, presents a unique opportunity for comprehensive federal cannabis reform.
This Note argues that the traditional pathways for marijuana legalization—rescheduling through the Controlled Substances Act or state-by-state legislation—are inadequate given the emergence of a federally legal but largely unregulated IHD industry. Instead, this Note proposes a unified federal framework encompassing both the IHD and marijuana industries, drawing inspiration from alcohol beverage regulations and established state cannabis regulatory schemes.
The proposal leverages existing regulatory frameworks while preserving state autonomy, offering a sustainable path forward for the entire cannabis industry. Rather than viewing IHD as unwanted competition exploiting a legislative loophole, the marijuana industry should recognize that hemp has created a viable pathway to federal legitimacy. As the title suggests, if you can’t beat hemp, join hemp