York Law Research Articles

Mandating the offer of HIV testing in New York: simulating the epidemic impact and resource needs.

A 2010 New York law requires that patients aged 13-64 years be offered HIV testing in routine medical care settings. Past studies report the clinical outcomes, cost-effectiveness, and budget impact of expanded HIV testing nationally and within clinics but have not examined how state policies affect resource needs and epidemic outcomes. A system dynamics model of HIV testing and care was developed, where disease progression and transmission differ by awareness of HIV status, engagement in care, and disease stage. Data sources include HIV surveillance, Medicaid claims, and literature. The model projected how alternate implementation scenarios would change new infections, diagnoses, linkage to care, and living HIV cases over 10 years. Without the law, the model projects declining new infections, newly diagnosed cases, individuals newly linked to care, and fraction of undiagnosed cases (reductions of 62.8%, 59.7%, 54.1%, and 57.8%) and a slight increase in living diagnosed cases and individuals in care (2.2% and 6.1%). The law will further reduce new infections, diagnosed AIDS cases, and the fraction undiagnosed and initially increase and then decrease newly diagnosed cases. Outcomes were consistent across scenarios with different testing offer frequencies and implementation times but differed according to the level of implementation. A mandatory offer of HIV testing may increase diagnoses and avert infections but will not eliminate the epidemic. Despite declines in new infections, previously diagnosed cases will continue to need access to antiretroviral therapy, highlighting the importance of continued funding for HIV care.

Creating a Building a Disability Rights Information Center for Asia and the Pacific Clinic: Of Pedagogy and Social Justice

The lead author (MLP) and colleagues (especially Yoshikazu Ikehara, Esq., director of the Tokyo Advocacy Law Office) have been working for several years to create a Disability Rights Tribunal for Asia and the Pacific (DRTAP). One aspect of the DRTAP is the creation of a Disability Rights Information Center for Asia and the Pacific (DRICAP), a website collecting statutes, regulations, scholarly articles, advocacy news, and case law from selected Asian and Pacific nations.As part of the DRTAP efforts, the author created a clinic – Building a Disability Rights Information Center for Asia and the Pacific – that he taught as a two-semester course at New York Law School in academic year 2013-14. Students in the course (1) studied recent developments in the relationship between international human rights and mental disability law (focusing on the UN Convention on the Rights of Persons with Disabilities), (2) learned about the DRTAP initiative (seen as the only realistic way that disability rights will ever be enforced in that region of the world, and (3) participated in the “building” of the DRICAP website, by researching and analyzing all disability rights law-based developments in specified Asia/Pacific nations, and preparing them for website posting and distribution. About 2/3 of the way through the semester, four of the students (including three of the co-authors of this paper) participated with the lead author at Faculty-Student Presentation Day, in which we presented our work-in-progress to faculty and other students.We have chosen to write this article both to share with others the work that we have done through this clinic so as to serve as a tool for social change and to improve access to justice on behalf of persons with disabilities, and, we hope, to inspire other clinicians and students to engage in similar projects on behalf of persons with disabilities in other parts of the world. In Part I, the lead author will explain how he structured the course, what work was assigned, how the classroom sessions operated, how the included nations were chosen, how “key players” in the nations in question were chosen as contacts, and how – for about half of the second semester – the class was broken up into overlapping groups of 2-3 for intensive work with the professor. In Part II, the five participating students will explain separately how they went about their work, the pitfalls, the challenges, and the breakthroughs. In Part III, the lead author will retrospectively reconsider the work that was done and its expected value for advocates in the region in question and for persons with disabilities in the included nations.

Delivering legal education through an integrated problem-based learning model – the nuts and bolts

Judging by the number of enquiries received, visits made and conference discussions wide interest has been shown by academics and students alike in the form and content of legal education at the York Law School (YLS). YLS has, since its inception, used a problem-based learning model for study across all foundation and most, if not all, optional modules and at both undergraduate (LLB) and postgraduate (LLM) levels. Following repeated requests to explain how PBL works in an integrated legal education context this contribution sets out to describe exactly how these programmes are structured and will hopefully promote further discussion on the rationale behind and effectiveness of such an approach to study

Policy modeling to support administrative decisionmaking on the New York state HIV testing law.

A recent New York law requires medical providers to offer HIV tests as part of routine care. We developed a system dynamics simulation model of the HIV testing and care system to help administrators understand the law's potential epidemic impact, resource needs, strategies to improve implementation, and appropriate outcome indicators for future policy evaluations once postlaw data become available. Policy modeling allowed us to synthesize information from numerous sources including quantitative administrative data sets and practitioners' content expertise, structure the information to be viewed both numerically and visually, and organize consensus for decisionmaking purposes. This case illustrates how policy modeling can provide an integrated framework for administrators to examine policy problems in complex systems, particularly when data time lags limit pre--post comparisons and key outcomes cannot be measured directly.

Reconceiving Citizenship: Noncitizen Voting in New York City Municipal Elections as a Case Study in Immigrant Integration and Local Governance

This paper uses New York City's consideration of an amendment to its charter that would extend voting rights to noncitizens in municipal elections as a case study in immigrant integration and local governance. It argues that New York City's biggest challenge in moving this issue forward is dealing successfully with two related questions: (1) why the New York City Council should be able to decide who “the People” are without approval from the state government in Albany and (2) whether it should attempt to enact the measure without a referendum. The analysis first examines the role of local government in regulating the lives of immigrants, contrasting enforcement-oriented strategies with those that are more integration-oriented. It then spotlights federal law obstacles to noncitizen suffrage, concluding that while neither federal criminal nor immigration law prevents state or local governments from extending the franchise to noncitizens in state or local matters, federal law imposes impediments that may deter some noncitizens from registering or that could carry serious immigration consequences for those who vote in violation of federal law. The article then focuses on state law obstacles, including New York's constitution, its state election law and its home rule provisions. It contrasts other recent experiences with noncitizen suffrage around the country, looking at both municipal and school board elections. Finally, it provides some thoughts on best practices in moving forward the issue of noncitizen suffrage in New York City and other locales. New York law is ambiguous enough that good arguments can be made for why neither Albany's approval nor a city-wide referendum is required. However, given New York City's historic relationship with Albany and the state legislature's power to preempt local law on election matters, if the city council attempts to expand the franchise to noncitizen voters without a referendum or comparable measure, it could trigger preemptive action in Albany or lengthy, divisive, and costly battles in the courts.

Discussing Advocacy Skills in Traditional Doctrinal Courses

Can teaching students in doctrinal courses, using traditional case-oriented materials, convey some of the skills lawyers need to practice law effectively? While the recent interest in and debate over training practice-ready lawyers makes this a timely question, my thinking about this harks back to the mid-1990s, when Harry Wellington, then dean of New York Law School, suggested that faculty members consider teaching law from the lawyer’s perspective rather than from the perspective of either the judge or the legal scholar.In traditional doctrinal courses in law school, like my own in family law, coverage is broad and time is short. Despite the pressures of time, there is a way to incorporate discussion of various skills of the lawyer into these courses. I here suggest that in a modest but meaningful way, professors teaching doctrinal courses might inject into class discussions matters such as the role of the lawyer in gathering evidence, using narrative techniques in presenting evidence, narrowing legal claims, naming and labeling parties, counseling clients, and dealing with experts.Regular additions to class discussion of such matters could help students see the connections between doctrinal law and practice, stimulate thinking about how lawyers go about making a persuasive case on behalf of their clients, and reinforce the student’s learning in skills and experiential learning courses. I offer some examples from my own course, with the expectation that instructors of other doctrinal courses will have their own ideas for incorporating into class discussions these ways of thinking about the lawyer’s job.A modest degree of discussion along the lines outlined in this essay might help show students the vital connections between reading judicial opinions in an academically rigorous manner, and practicing law in a persuasive, imaginative, and artful way.

Reconceiving Citizenship: Noncitizen Voting in New York City Municipal Elections as a Case Study in Immigrant Integration and Local Governance

In this paper, I use New York City’s consideration of an amendment to its Charter that would extend voting rights to noncitizens in municipal elections as a case study in immigrant integration and local governance. I argue that New York City’s biggest challenge in moving this issue forward is dealing successfully with two related questions: 1.) why N.Y. City Council should be able to decide who the People are without approval from Albany and 2.) whether it should attempt to enact measure without a referendum. I first examine role of local government in regulating lives of immigrants, contrasting enforcement-oriented strategies with those that are more integration-oriented. I then spotlight federal law obstacles to noncitizen suffrage, concluding that while neither federal criminal nor immigration law prevents state or local governments from extending franchise to noncitizens in state or local matters, federal law imposes certain impediments that may deter some noncitizens from registering or that could carry serious immigration consequences for those who vote in violation of federal law. I then focus on state law obstacles, including New York’s Constitution, its state election law and its home rule provisions. I contrast other recent experiences with noncitizen suffrage around country, looking at both municipal and school board elections. Finally, I provide some thoughts on best practices in moving issue of noncitizen suffrage in New York City and other locales forward. I conclude that although New York law is ambiguous enough that good arguments can be made for why neither Albany’s approval nor a city-wide referendum is required, given New York City’s historic relationship with Albany and power State legislature has to preempt local law on election matters, if City Council attempts to expand franchise to noncitizen voters without a referendum or comparable measure, it could trigger preemptive action in Albany or lengthy, divisive, and costly battles in courts.

Increased Frequency for Delaware Choice of Law in Merger Agreements and the Implications for Scholarly Research

The legal community has long recognized that business corporations heavily favor Delaware as the state of incorporation. However, a recent study suggested that despite Delaware’s prominence as the place of incorporation, companies “flee” from Delaware with respect to both choice of law and forum, and instead prefer New York. In Professor Eisenberg and Miller’s study, while 181 acquirers were incorporated in Delaware, only 135 chose Delaware law, and while there were only five acquirers that were incorporated in New York, 63 merger contracts chose New York law. Building on Professor Eisenberg and Miller’s work, we study a data of 343 merger and acquisitions contracted on between January 1, 2011 and June 30, 2011. We find that companies only display a New York bias when companies have connections to New York. In other words, a company’s place of incorporation, place of business, and merger attorneys’ locale substantially influence the choice of law for merger deals. Our study shows that by eliminating acquirers that are domiciled — either incorporated or having a primary place of business — in New York, as well as eliminating merger attorneys that have presences in New York, the data reflects little New York bias.Specifically, when the acquirer has no place of business in New York, only 12.23 percent of the merger deals chose New York law. Going one-step further, out of the ninety merger deals that did not have any New York connection, only 8.89 percent chose New York law. By eliminating all New York connections, the study shows that companies are much less likely to choose New York law. Moreover, the data reflects that a Delaware incorporated acquirer is more likely to choose Delaware law to govern their merger deals than any other state law — 64.37 percent of Delaware incorporated acquirers chose Delaware law, whereas only 14.94 percent chose New York law. Indeed, our data shows that when we follow the methodology and use the assumptions of the Eisenberg and Miller study in constructing our data set, the frequency with which Delaware law was chosen to govern the merger deal had substantially increased when compared to the frequency with which Delaware law was chosen by the parties in the Eisenberg and Miller study. Our results further nullify the premise that Delaware corporations are engaged in a flight to choose New York law in their merger agreements.

An Administrative Alternative to the As-Applied Challenge: New York's Public Integrity Reform Act and the Future of Disclosure Statutes

In recent years, tax-exempt organizations have become increasingly prominent in political activity of all sorts, including lobbying. In response to the perceived abuses associated with this trend, there have been a number of proposals on both federal and state levels to disclose the identities of such organizations’ donors. This Note focuses on the legislative efforts of one state, New York, to promote greater transparency in politics through the Public Integrity Reform Act of 2011, a statute that is the first in the nation to require 501(c)(4) organizations engaged in lobbying to disclose donors that contribute to those efforts. First, this Note discusses the developments that precipitated the statute’s enactment, the regime it establishes, and recent problems with its implementation. Second, the Note considers the First Amendment implications of the statute’s novel requirement. Looking to the judicial treatment of disclosure laws applied to lobbying and other political activity, the Note discusses whether the New York law’s disclosure mandate would withstand constitutional challenges. The Note concludes that statutes of this sort would likely survive facial challenges, although certain groups harboring legitimate concerns regarding the consequences disclosure poses for their donors would face difficulty bringing successful as-applied challenges. Third, in light of the current state of the as-applied challenge to disclosure laws, the Note argues that future statutory regimes should follow New York’s lead (and learn from its lessons) in fashioning an administrative procedural alternative for groups with a legitimate need for exemption. In doing so, the Note considers the feasibility of implementing such a procedure in other jurisdictions and disclosure regimes applicable to other forms of political speech.

Sovereign bonds and national relativism: can New York law contracts safely cross the Atlantic?

Based on an overview of European cases related to the NML vs Argentina litigation saga, this article aims to show that the crossing of the Atlantic is perilous travel for sovereign bonds contracts terms. Normally, the choice of New York as providing governing law and as the competent court would ensure a certain degree of uniformity of interpretation and application of those contracts terms. However, it appears that some European countries’ rules might interfere with this goal of uniformity, particularly in the context of two clauses: the waiver of immunity from attachment and execution and the pari passu clause.

Stevens’ Everyday Trips in Ideas of Order

Stevens’ Everyday Trips in Ideas of Order Bart Eeckhout One of the better reasons for organizing academic conferences is that they allow people with special interests to meet and make serendipitous discoveries. So it was that Bonnie Costello and I ran into each other in the picturesque English seaside town of Brighton, late in August last year, when we found ourselves at the annual conference organized by the Modernist Studies Association. The topic of the conference was “Everydayness and the Event” and I had been invited to join a session entitled “Poetic Journeys into the Everyday.” Bonnie had seen the title of my paper, “Reverse Traveling: Wallace Stevens’ Everyday Trips Abroad during the 1930s.” She was eager to hear more as she was herself preparing to give a lecture at the Annual Wallace Stevens Birthday Bash on “Traveling with Wallace Stevens.” Our brief conversation sufficed to make us understand we were coming at our shared subject in very different ways. And so we decided to exchange drafts and run both essays back to back in the Journal. As a result, we are able to offer our readers a little treat to launch this issue: a double opportunity to travel around the world with Stevens—by train, boat, or imaginary balloon. Our Art Editor, Alexis Serio, chimed in beautifully by devising a cover image inspired by Stevens’ own imaginary-artistic travels to Rome. There is something obviously ironic and playful to this joint enterprise, since we tend to associate Stevens so much with the interiority and socially withdrawn quality of the lyricist’s meditative mind, not with any reportage about travels in the world. Our main image of Stevens is that of the elderly writer who composed the lion’s share of his poetry between the ages of 55 and 75 while living a life for which he almost deserved the nickname of “the hermit of Hartford.” Indeed, the association between Stevens and a homegrown brand of American writing in the tradition of such notorious stick-at-homes as Henry David Thoreau and Emily Dickinson is made inevitable by the biographical fact that he never once traveled to Europe. In the end, he quipped that he had “never been closer to Europe than Staten Island” (qtd. in Brazeau 201). To be sure, Stevens did leave his country on two occasions, going on a seven-week hunting trip to British Columbia as a young clerk in a New York law office, and twenty [End Page 7] years later taking an elaborate cruise with his wife through the Caribbean. In his early years at the Hartford Accident and Indemnity Company, he was also forced to travel a lot domestically for his job, as Bonnie reminds us at greater length in her essay. And in the 1920s and early ’30s, he was in the habit of making his well-known winter visits to Florida, most famously to Key West. But all of this is less than one would expect from a man who, for several decades, had the financial means to travel, had a large network of foreign correspondents, and had received his artistic formation as a cosmopolitan New Yorker, typically drawn to cultural products from anywhere around the world. Because we are so used to summing up this critical arc of Stevens’ entire “career,” we tend to forget that Stevens did not in the least plan his life to turn out the way it did. In “‘The Switzerland of the Mind’: Stevens’ Invention of Europe,” George Lensing retraces some of the early stages of the poet’s adult life. He usefully reminds us that soon after finishing his studies at Harvard, during his first year in New York City, Stevens was already making a note in his journal, saying, “I hope to get to Paris next summer—and mean to if I have the money” (qtd. in Holly Stevens 90). During his stretched-out engagement to Elsie Kachel, he liked to indulge in elaborate daydreams about pan-European travels, for instance in the following letter he sent her from New York: Bernard Shaw has just brought out a new thing in London called “The Admirable Bashville.” . . . Wouldn’t it be nice to live...

Human Rights in State Courts 2014

The Opportunity Agenda and the Program on Human Rights and the Global Economy of Northeastern University School of Law have released a new report, Human Rights in State Courts 2014. The report reviews state court decisions and Attorneys General opinions interpreting human rights treaties, laws, and standards.Since the last version of this report was released in 2011, litigants have continued to use international human rights law in their arguments before state courts. In fact, the range of cases in which international law arguments are offered seems to have increased, now encompassing environmental claims, tort cases, and guardianship matters. Many of these arguments have been cursorily dismissed, with a few courts and individual judges staking out their opposition to the application of international human rights law. However, some state courts have considered and affirmatively used international law as persuasive authority for the interpretation of state constitutions, statutes, and common law. Further, individual judges regularly draw on human rights norms in concurring or dissenting opinions.This updated publication includes previously reported cases as well as those that have been decided since the 2011 edition. Highlights of the new report include the following developments:-The Massachusetts Supreme Judicial Court gave retroactive effect to a U.S. Supreme Court ruling that sentencing a juvenile to life without the possibility of parole is unconstitutional, citing international law in support.-A Maryland Court of Appeals considered the Universal Declaration of Human Rights (UDHR), and its recognition of the right to “family life” as a marker of fundamental fairness, when deciding upon a due process challenge to a guardianship proceeding.-The Tennessee Attorney General addressed international human rights law when a state representative inquired as to whether a bill to prohibit and criminalize observation of state elections by United Nations (U.N.) officials violated the United States Constitution. The Attorney General determined that the bill would likely violate the Supremacy Clause and noted that U.N. officials would be immune from prosecution under the Convention on Privileges and Immunities of the United Nations, to which the United States is a party.-A dissenting judge in an Iowa Supreme Court decision, addressing the right to education under the state constitution, would have used the human rights norms as a tool for interpreting the Iowa constitution. The dissent cited the UDHR for the proposition that education is essential to the development of an autonomous individual with dignity.-State courts continued to consider claims arising under Article 36 of the Vienna Convention on Consular Relations, generally finding that the treaty does not grant defendants the right to any actual assistance by consular officials, as opposed to a right to consular notification.-There continue to be a host of cases citing the Hague Service Convention for guidelines to proper service of process between parties residing in signatory countries. Additionally, the Hague Convention on the Civil Aspects of International Child Abduction continues to play a substantial role in guiding courts in child custody hearings.-Regional international norms articulated by the Inter-American system figured in several cases. For example, a Connecticut Superior Court utilized the Inter-American Convention on Letters of Rogatory and Additional Protocol to impose proper service of process when it found that protocols under the Hague Service Convention were not applicable.-A New York court stated that while the U.N. Convention on the Rights of Persons with Disabilities is not binding under New York law, the international adoption of a guarantee of legal capacity for all persons is entitled to persuasive weight in the interpretation of local laws.

<i>DIEBOLD</i> and the Not so Beautiful: Transferee Liability Trumps Tax Shelter

The Second Circuit Court of Appeals, in Diebold v. Commissioner, describes the requirements for finding transferee liability under Section 6901 of the Internal Revenue Code of 1986, as amended, here specifically under New York law, as state law predominates the determination of whether a person will be liable for federal taxes as a transferee. This case involved a so-called “Midco” transaction, whereby the goal was to avoid the corporate level taxes on the disposition of the assets of a C corporation. A sale by the shareholders of their C corporation stock and a sale by the C corporation of its assets were recharacterized as a sale by the C corporation of its assets and then a liquidating distribution of the sale proceeds to the shareholders of the C corporation. This recharacterization allowed the Second Circuit to hold that the C corporation's shareholders had transferee liability under New York law with respect to the tax liability recognized by the C corporation on the sale of its assets. A remand to the Tax Court concerns whether such recharacterization satisfies federal law.

Pari passu clauses: English law after NML v Argentina

The long-running litigation in the USA involving the meaning of a pari passu provision in the Republic of Argentina’s bonds has resulted in interpretations that many find surprising. The bonds in question were governed by New York law. But, as sovereign bonds are also issued under English law and many contain similar provisions, it is worth considering how an English court might approach the subject. The starting point is to look at the rules of interpretation that would be applied by an English court. These have changed considerably over the years, moving (broadly speaking) from a strict dictionary and syntactical interpretation of the words used in the contract alone, to a more flexible approach aimed at understanding what the parties to the contract must have intended, recognizing that human beings sometimes misuse words and fail to express themselves precisely. Having established these rules, the next stage is to apply them to the facts. As will be seen, this process involves looking not just at the words in isolation, but at whether a reasonable person would, knowing the consequences of an interpretation, have intended that interpretation.

Online Mental Disability Law Education, a Disability Rights Tribunal and the Creation of an Asian Disability Law Database: Their Impact on Research, Training and Teaching of Law, Criminology and Criminal Justice in Asia

Two professors at New York Law School (NYLS) and the director of the Tokyo Advocacy Law Office are engaged in initiatives with the potential to have major influences on the study of law, criminology and criminal justice: the creation of a Disability Rights Tribunal for Asia and the Pacific (DRTAP) and expansion of NYLS’s online mental disability law programme (OMDLP) to include numerous Asian venues. DRTAP seeks to create a sub-regional body (a Commission and eventually a Court) to hear violations of the UN’s Convention on the Rights of Persons with Disabilities. This will explicitly inspire scholarship about issues such as treatment of forensic patients, relationships between mental disability enforcement and criminal law enforcement, and connections between mental disability and criminal procedure. NYLS’s OMDLP offers thirteen valuable courses to criminologists and criminal justice scholars and will host DRICAP (Disability Rights Information Center for Asia and the Pacific), providing Internet access to important disability rights developments from ten nations in the Asia/Pacific region. This partnership offers unrivalled knowledge in criminal justice and mental disability law. Our article will detail and explain how these programmes train, teach and foster new research, distinctively benefiting Asia’s legal/advocacy/criminology/criminal justice communities.

Racial Imperatives: Discipline, Performativity, and Struggles Against Subjection

Racial Imperatives: Discipline, Performativity, and Struggles Against Subjection

The Tuna Court: Law and Norms in the World's Premier Fish Market

Legal scholars have long emphasized the corrosive impact of conflict on long-term commercial and interpersonal relationships. To minimize the negative consequences of such conflict, members of close-knit groups who anticipate future interactions create ways to resolve their disputes using internal group norms rather than state-enforced legal rules. From farmers Copyright © 2006 California Law Review, Inc. California Law Review, Inc. (CLR) is a California nonprofit corporation. CLR and the authors are solely responsible for the content of their publications. t Assistant Professor, University of Pennsylvania Law School. Funding for the research and writing of this Article was provided by a Fulbright Scholarship from the Japan-U.S. Educational Commission and by the University of Pennsylvania Law School's Summer Research Fund. This Article has greatly benefited from the critical comments of Regina Austin, Cary Coglianese, Robert Ellickson, Marc Galanter, John 0. Haley, Edward Janger, Robert B. Leflar, Kristin Madison, Curtis Milhaupt, Gideon Parchornovsky, Mark Ramseyer, Edward Rock, Chris Sanchirico, Frank Upham, and Mark West, as well as participants at faculty workshops at the University of Pennsylvania, New York University/New York Law School, the University of Connecticut, and Hokkaido University. The staff of the Tokyo Metropolitan Government, including Maruyama Hiroshi, Nakatani K6ji, Tanaka Norihiko, and especially Takasaki Akinori, spent hours answering my questions and allowed me access to their data. Yanase Toshi of the Ginrinkai [Silver Scales Society] welcomed me to the Tsukiji library. Nozue Makoko of the Omono Gy6kai [Tuna and Swordfish Buyers Association] made sure that I did not leave his office until I had a better understanding of the tuna trade. Among the many buyers and sellers who shared their busy mornings with me, Matsuzaki Hidehiko was particularly helpful. At the Honolulu Fish Exchange, the hospitality of Assistant General Manager Brooks Takenaka and General Manager Frank Goto, and the access they afforded me, exceeded all reasonable expectations. I am grateful to Harry Scheiber of School of Law, University of California, Berkeley (Boalt Hall), for inviting me to present an early version of this paper at the 2005 Sho Sato Conference on Japanese Studies, and to the participants at that gathering for their comments, particularly Malcolm Feeley, David Johnson, Robert Kagan, and Tanase Takao. The law faculty at Waseda University, particularly Asako Hiroshi, Kamata Kaoru, Kurumisawa Yoshiki, Miyazawa Setsuo, and Shimizu Akio were gracious and intellectually engaging hosts during my time in Japan. Kojima Yukinaga of Mori Hamada & Matsumoto shared his insights on the Commercial Code and other legal issues, Ii Takayuki was an exceptional research assistant in Tokyo, Adam Brenneman provided invaluable help with the collation, presentation, and analysis of data, and the staff of Biddle Law Library at the University of Pennsylvania, especially Alvin Dong and Merle Slyhoff, researched and recovered innumerable essential documents. I dedicate this paper to Inoue Takao, a gifted chef, creative mind, and generous

Agents Unchained: The Determinants of Takeover Defenses in IPO Firms

Many companies continue to go public with takeover defenses even though institutional investors zealously oppose defenses in public companies. In this Article, I analyze the determinants of takeover defenses at IPO firms using an empirical analysis of 259 IPOs from 2008-12, interviews with numerous practitioners, and a survey of the corporate governance policies of significant investors. I find that the type of an issuer’s legal counsel’s M&A experience and the identity of pre-IPO shareholders explain much of the variation in takeover defenses at IPO firms. Companies advised by law firms with more target-side M&A experience adopt more defenses, while companies advised by law firms with more acquirer-side M&A experience adopt fewer defenses. Companies backed by venture capital funds are significantly more likely to adopt more takeover defenses. However, private equity backing has no effect on the pre-IPO adoption of staggered boards. Even though mutual funds and public pension funds are some of the most ardent opponents of takeover defenses in public companies, I find that issuers that they had invested in prior to the IPO almost always go public with robust takeover defenses in place. A comparison of issuers backed by Silicon Valley law firm Wilson Sonsini and New York law firm Simpson Thacher is particularly telling: Wilson Sonsini, a firm well known for its ties to the venture capital industry and its representation of targets, installed staggered boards in all of its IPO clients while Simpson Thacher, known for its private equity practice and acquirer representation, installed staggered boards in only 50% of its IPO clients. The lack of a consensus regarding the efficiency of defenses among the most experienced participants in the IPO market leads me to reject the idea that takeover defenses are generally optimal for pre-IPO shareholders.

A library in the palm of your hand

PurposeIn response to the changing world of information access, librarians at the New York Law School's Mendik Library became interested in providing a full‐service mobile phone application so that users could search the catalog, access the reserves module, renew books and find information such as library hours. The purpose of this paper is to show how the library went from this concept to an award‐winning product.Design/methodology/approachThe paper shows step by step how the librarians listened to experts in the field, searched the mobile stores to find other libraries that have done this, chosen a vendor, and rolled out the service with a multimedia information campaign.FindingsUsing a team approach, it is possible to develop a mobile application that is useful and still being accessed a year after its first launch.Research limitations/implicationsMore needs to be done to see the precise state of mobile access in the world's libraries.Originality/valueThe approach documented in the paper will serve as a template for libraries planning to add mobile access, but are unsure of how to proceed.

Justice James D. Hopkins: Jurist, Dean, Scholar and Expert on New York Law

It is an appropriate tribute to our late Dean James D. Hopkins that this edition of Pace Law Review be dedicated to a man who many leaders of the bench, bar, and academia believe is one of the twentieth century’s greatest common law appellate jurists. Dean Hopkins, better known as Judge Hopkins, was Pace Law School’s second Dean from 1982 to 1983, an associate justice of the Supreme Court of New York, and a justice of the Appellate Division for the Second Department from 1962 to 1981. He authored hundreds of significant majority, dissenting, and concurring judicial opinions on New York law, many of which continue to be relevant to the development of substantive and procedural law in the Empire State. Hopkins’s opinions have been cited and relied on by courts throughout the nation. He is recognized and praised as a “compleat jurist,” a leading law reformer, and an outstanding scholar.