Law

Court has never formally declared to whom the right belongs. Each side of the gun debate-one holding that the Amendment guarantees a right to individuals, the other that states possess the right-supports its position with ostensibly solid precedential, historical, and textual arguments. This Note approaches the issue from the opposite direction, asking how many precedential, historical, and textual obstacles each side must explain away and examining the relative strength of those explanations. Under this analysis, the individual right prevails.

This Article, using statistical tools and theory in conjunction with more standard legal approaches, argues that pharmaceutical manufacturers should disclose all cases of illness or injury associated with their products because this data is material to patients and their doctors, and therefore to Securities and Exchange Commission Rule 10b-5's "reasonable investor." Patient and investor interests complement each other in this context, so each will benefit from disclosures that interest the other. Because individuals process more information than traditional statistical tests convey, they act reasonably in expanding their treatment and investment criteria beyond statistical data. Moreover, two sets of expert intermediaries-doctors and professional investors-will be involved. Their expertise will contribute to a more accurate assessment of the risks that adverse-event reports may suggest a drug presents, and of the significance of these risks to shareholders. The Supreme Court's reasons for not requiring full disclosure are out of place in the context of adverse-event reporting given Rule 10b-5's pro-disclosure mandate and the fact that even seemingly singular and unconnected facts can substantially move investors' and patients' opinions about a drug's safety, and thus its maker's viability. A fulldisclosure rule would place the determination of which facts are important into the hands of parties with "skin in the game" rather than regulators or selfinterested drug makers.

This Article examines whether mandating liability insurance for
firearm owners would meet its avowed goals of efficiently
compensating shooting victims and deterring unlawful and
accidental shootings without creating a net social loss by chilling
socially beneficial gun use. In the process, the Article also examines
whether nonmandatory liability insurance may enable socially
desirable, but potentially risky, firearm-related activities.
The analysis indicates that a compulsory firearm-liability
insurance regime is unlikely to attain its goals, and may in fact
exacerbate the problems it seeks to solve by incentivizing firearm
owners to take less care with their weapons. It also shows that it is
markedly unlikely that such a mandate would achieve a significant
level of compliance. Optional forms of firearm-liability insurance
can, however, enable socially desirable activities by those who
would otherwise be unable to bear the risks inherent in those
activities.
One of the best ways to incentivize an activity is to compensate it
or to remove its financial consequences. Well-meaning legislators,
regulators, and industry members would therefore best serve their
constituencies by encouraging optional insurance that covers
liability risks arising from socially useful activities, rather than
pushing for unhelpful mandates that may aggravate the firearm
violence that they seek to remedy.

Every few decades, there erupt political and academic debates over
the proper nature and purpose of the corporation.1 It is black letter
law, according to most scholars, that corporations exist to maximize
shareholder wealth. Others maintain that the corporation should exist
for the benefit of multiple constituencies, regardless of what current
black letter law may say. The current discourse of corporate purpose,
however, is incomplete and misleading. The disarray has resulted from
insufficient reliance on historical context in (1) analyzing the firm
under modern theories of corporate governance, and (2) interpreting
the “purpose” language in corporate charters and corporation-law
statutes.
Modern conceptions of corporate governance, and by extension,
corporate purpose, have failed to account for the historical evolution
of the firm. Significantly, they characterize the corporation along too
few dimensions, typically treating the firm as merely, and exclusively,
a contract- or property-based entity; and they neglect to treat the laterstage corporation as a historical entity that inherits characteristics and restrictions, including its purpose, from the time of its founding.
Corporations are a triality of property, contractual, and
associational rights. Firms can simultaneously and independently be
described along each dimension. The triality of rights should entitle
shareholders to form general corporations to pursue the ends of their
choosing—shareholder wealth maximization or otherwise. Focusing
on one aspect of the firm at the expense of the other two, however,
obscures the central place of shareholder ends in the corporation.
At its inception, the corporation is nearly indistinguishable from
its shareholders, who possess the special talents or resources around which the enterprise is started. They possess all the property, financial,
and control sticks in the corporate bundle of rights. They associate via
the corporate form to better achieve some end than they could
without it. Shareholders necessarily give up ever more control as the
firm grows. But even at later stages in a firm’s life, shareholders retain
enough rights to entitle them to have their corporations run in pursuit
of the purposes they established at the firm’s founding (or later
modified via the proper procedures).
This Article distinguishes two understandings of the corporate
“purpose” language that is a statutorily required component of every
corporate charter. The first is what the Article terms the corporation’s
“tactical,” or operating, purpose. A corporation engages in its
operations as it pursues its “strategic” purpose. The strategic purpose
is the telos of the corporation or its board of directors. Shareholder
wealth maximization is the archetypical strategic purpose, and the one
most naturally derived from the corporate bundle of rights.
The Article addresses the assertion that corporate law does not, at
least by default, require directors to maximize shareholder wealth, and
concludes that this claim is indefensible when viewed in proper
context. This fundamental stockholder right established, the Article
proposes expanding existing law to allow stockholders to charter
corporations for any lawful strategic purpose, given sufficient notice
to potential mid-stream shareholders. It thus argues for a clarification
of the marked uncertainty in corporate law as to whether nonwealth
corporate ends are cognizable. Corporate law provides the pieces to
maximize the social benefit enabled by the corporate form. This
Article offers a flexible yet simple way to join those pieces together by
permitting, but not requiring, stockholders to depart from the wealth
maximization norm.
This Article proceeds in three parts. Part I situates the discussion
of purpose amidst the three primary theories of corporate governance,
lays out the Article’s working model of the corporate bundle of sticks,
and sets forth its definition of corporate purpose. Part II interrogates
the five primary arguments against the shareholder wealth
maximization norm. Part III proposes that shareholders be allowed to
depart from the norm by forming corporations to pursue their choice
of strategic purposes. It also addresses accountability concerns raised
by the proposal.

Recent mass shootings have led to public and private responses implicating insurance. The public response consisted of calls to require firearm owners to purchase liability insurance, and has been discussed at length elsewhere. 1 This article examines the private response: the steady proliferation of "active shooter insurance," more recently called "active assailant insurance." (collectively, AS/AA insurance). 2 Although these policies cover the for-profit businesses, nonprofit institutions, and even municipalities 3 that purchase them, rather than shooting victims or others impacted by a tragic event, benefits would flow through to these individuals if a covered event occurs.

The U.S. insider trading enforcement regime has been mired in controversy since the SEC introduced it in 1961. Some have argued that the SEC should not regulate insider trading because it improves market performance. Others have argued that the SEC must vigorously regulate insider trading because it is unfair and undermines market confidence. Arguments on both sides of this debate, however, rest on empirical claims that are rarely backed by data. The resulting impasse has left lawmakers and jurists without a clear sense of what conduct they should proscribe and why. This, in turn, has placed market participants in a state of confusion that has been exaggerated by insider trading's being a common law offense, never having been defined by statute or rule. But after sixty years, Congress appears poised to act. With reform proposals pending, reliable empirical evidence of public attitudes concerning insider trading has never been more needed. This Article presents the results of the first large-scale national survey of public attitudes regarding insider trading since 1986, and the first comprehensive, census-representative study ever conducted on the subject. It offers valuable data to inform claims regarding public perceptions of, inter alia, the fairness of different forms of insider trading, its pervasiveness, and the public's willingness to participate in markets where insider trading is common.

Denning: I'll just briefly introduce the panelists, and then I will take the moderating privilege just to set the discussion up, including posing a few questions that I hope we could come back to once everybody has made their presentations. So on the right, far right, is Glenn Reynolds. He is a Brogan professor of law at the University of Tennessee and my former professor. Then we've got Jonathan Lowy, the vice president for litigation at the Brady Center to Prevent Gun Violence. George Mocsary, who is assistant professor of law at Southern Illinois University, which was where I had my first teaching gig, so it's nice to have a Saluki in the house. And then finally, Joseph Blocher, who is professor of law at Duke University. So just by way of discussion, I think one of the most interesting shifts in firearm policy over the last three-plus decades has been this transition from either prohibitions on the carrying of concealed weapons, or, where it was allowed, from a may-issue regime-that is to say officials would have discretion whether or not to grant you a license to carry a concealed weapon-to a must-issue regime. And, as of now, the vast majority of states have adopted must-issue laws for concealed carry permits. I think it's over forty and maybe as many as forty-four or forty-five states. Somebody on the panel more knowledgeable can probably verify that.

The en banc Ninth Circuit on March 24 held by a seven-to-four vote that
the Second Amendment right does not encompass open handgun carriage.1 The decision in Young v. Hawaii complements the Circuit’s 2016 en banc Peruta v. San Diego, which held that concealed carry is categorically outside the Second Amendment.2 Thus, according to the Ninth Circuit, a State may ban both open and concealed carry. There is no right to bear handguns. Carrying arms in public for defense is “not within the scope of the right protected by the Second Amendment.” 3 Four judges dissented, in an opinion written by Judge Diarmuid
O’Scannlain.4 The majority opinion examines legal history at great length. It seems aimed at countering Justice Clarence Thomas’s dissent from denial of certiorari last year in Rogers v. Grewal, wherein he detailed the legal foundation for the right to “bear arms.”5 This Article does not join this inter-Judge debate. Instead, it examines the majority opinion on its own terms. Most revealing about Young’s lengthy majority opinion is how it selectively cites the sources on which it relies. Part I of this Article examines Young’s treatment of Supreme Court precedents. Part II reviews the Ninth Circuit’s description of English law; Part III American colonial law, and Part IV subsequent American law. Part V discusses the Ninth Circuit’s argument that bearing arms may be banned to respect State and local sovereignty.

Firearms Law and the Second Amendment: Regulation, Rights and Policy is the first traditional law school textbook to cover the subject, and the only casebook that provides a comprehensive treatment since the Supreme Court affirmed the constitutional right to private firearms in 2008 and extended that right to constrain state action in 2010. From the development of the constitutional right to keep and bear arms through laws governing possession and use of private firearms, the book covers all aspects of firearms law, policy, and regulation. It is ideally suited to law school courses on firearms law, the Second Amendment, criminal law, jurisprudence and legal history, but is modular enough to work with non-law school classes as well. In addition, the textbook is intended to be one of the few that would be of interest to some members of the general public, for whom it would be both an interesting read and the best reference book on firearms law/policy that is available. Please see the ...

Commentators have likened the recent surge in social-media-driven (SMD) retail trading in securities such as GameStop to a roller coaster: “You don’t go on a roller coaster because you end up in a different place, you go on it for the ride and it’s exciting because you’re part of it.” The price charts for GameStop over the past few months resemble a theme-park thrill ride. Retail traders, led by some members of the “WallStreetBets” subreddit “got on” the GameStop roller coaster at just under $20 a share in early January 2021 and rode it to almost $500 by the end of that month. Prices then dropped to around $30 dollars in February before shooting back to $200 in March. But, like most amusement park rides that end where they start, many analysts expect market forces will ultimately prevail, and GameStop’s share price will soon settle back to levels closer to what the company’s fundamentals suggest it should. Conventional wisdom counsels that bubbles driven by little more than noise and FOMO—fear of missing out—should eventually burst. There are, however, signs suggesting that something more than market noise and over-exuberance is sustaining the SMD retail trading in GameStop. There is evidence that at least some of the recent SMD retail trading in GameStop and other securities is not only motivated by the desire to make a profit, but rather to make a point. This Essay identifies and addresses the emerging phenomenon of “expressive trading”—securities trading for the purpose of political, social, or aesthetic expression—and considers some of its implications for issuers, markets, and regulators.