With the Supreme Court’s recent incorporation—in Ramos v. Louisiana—of the Sixth Amendment’s jury unanimity requirement to apply to the states, the project of “total incorporation” is all but complete in the criminal procedure context. Virtually every core criminal procedural protection in the Bill of Rights has been incorporated through the Due Process Clause of the Fourteenth Amendment to constrain not only the federal government, but also the states—with one exception. The Fifth Amendment’s grand jury right now stands alone as the only federal criminal procedural right the Supreme Court has permitted states to ignore. In one of the earliest incorporation decisions following the ratification of the Fourteenth Amendment, the Court held that the right to grand jury indictment enshrined in the Fifth Amendment was not a requisite of due process and, therefore, could be dispensed with in state criminal proceedings.

Appraisal rights (or dissenter’s rights) entitle a shareholder to the judicially determined “fair value” of her shares upon the occurrence of a merger that she does not support. Once a quiet corner of corporate law, appraisal rights have recently given rise to significant litigation and a growing body of scholarship. Whereas existing scholarship commonly has focused on improvements to be implemented by the judiciary, I propose a legislative improvement.

Foreign disinformation catapulted into the national spotlight with the 2016 presidential election, but its impact is not confined to the electoral map or season. This Article addresses the threat of foreign disinformation by proposing a new statute: a private right of action, enabling harmed persons to directly sue state or private actors, foreign or domestic, who knowingly or recklessly spread disinformation from abroad. Scholars and policymakers have proposed other, far- flung solutions ranging from greater online security to outright censorship. Each of those ideas stumbles on common challenges and lacks a valuable ingredient: an interested party, directly harmed by the foreign campaign, who benefits from a solution and thus has a motivation to act. This proposal adds to the arsenal and grants benefits found nowhere else: public notice of foreign interference; a tool to restrain domestic accomplices who spread disinformation; and a moral, if not always financial, payoff for victims.

“Courts of justice are universally acknowledged to be vested, by their very creation, with power to impose silence, respect, and decorum, in their presence, and submission to their lawful mandates.” These powers are “governed not by rule or statute but by the control necessarily vested in courts to manage their own affairs so as to achieve the orderly and expeditious disposition of cases.”
This principle, repeatedly declared by the United States Supreme Court since 1812, is a fundamental tenet of federal courts jurisprudence. The existence of such powers is described as being virtually self-evident. Inherent powers are those “necessary to the exercise of all others” and are said to derive from the “control necessarily vested in courts to manage their own affairs.”

This Article discusses and analyzes the proper framework for the construction
of the terms “financial institution” and “financial participant” as defined in Sections
101(22)(A) and 101(22A) of the Bankruptcy Code (the Code), as they work in
tandem with Section 546(e) of the Code. In 2018, the U.S. Supreme Court issued its
long awaited decision in Merit, which held that the language regarding transfers
“made by or to (or for the benefit of) . . . a financial institution” contained in Section
546(e) does not insulate the ultimate transferee of a constructive fraudulent action
(a CFTA) simply because the company being acquired (the Target) through the
leveraged buyout (an LBO) uses a bank as an intermediary between itself and its
redeeming shareholders (Redeeming Shareholders). Merit stated that in such a
transaction, for purposes of fraudulent transfer law and Section 546(e), the Target,
not the intermediary bank, is the “transferor.” Likewise, Merit stated that the
Redeeming Shareholder, as the ultimate recipient of the transfer, is the “transferee.”
Merit concluded that Section 546(e) does not insulate a Redeeming Shareholder
from a CFTA simply because a bank or similar entity acted as an intermediary
between the Target and the Redeeming Shareholder.

Constitutional police regulation is a complex tangle of substantive rights, remedies, and procedural rules. Together, they appear to scaffold a cohesive system of police restraint. Legal scholars tend to focus criticism on specific rules, impelled by faith that the system can be made to serve its core purpose: protecting civilians against police overreach and abuse. Drawing on critical legal studies, this Article contends that constitutional police regulation is incapable of realizing its putative purpose. Constitutional police regulation frames policing as a series of isolated, individual police-civilian encounters. This is compounded by the unpredictable interpretive interplay between substantive, remedial, and procedural rules. That interplay generates systemic indeterminacy.