The Yale Law Journal



A Proposed Postpandemic Framework for Ordinary Course and MAE Provisions in Merger Agreements: Reviewing Recent Market Practice Changes and Addressing Skewed Incentives

This empirical analysis of merger agreements indicates an evolution in market practice since the COVID-19 pandemic toward providing additional flexibility to targets to respond to extraordinary events that may occur pending closing. This Essay argues that relying on the buyer’s providing consent for such responses is inadequate, and proposes a

26 Apr 2022
Corporate Law


Free-World Law Behind Bars

In the “free world,” we look to regulatory rather than constitutional law to keep us healthy, safe, and connected. But inside prison walls, regulatory law recedes. This Article considers its failure to protect prisoners; its substantive, procedural, and normative advantages over constitutional law; and how to strengthen it behind bars.

29 Mar 2022
Prisons and Jails


The Antitrust Duty to Deal in the Age of Big Tech

Tech platforms are often accused of refusing to deal with their competitors. But courts have largely killed off antitrust liability for such behavior, citing concerns that it would chill investment in new technologies. This Article argues that antitrust can protect investment without needlessly stifling enforcement in meritorious cases. 

29 Mar 2022
Antitrust Law


Unwritten Law and the Odd Ones Out

In a new book, Douglas Baird argues that the values of reorganization professionals, more than statute or case law, define the norms of corporate bankruptcy. This Book Review shows how rule-by-reorganizers can explain Chapter 11's troubling tendency to disregard the interests of legacy creditors. 

29 Mar 2022


Equalizing Access to Evidence: Criminal Defendants and the Stored Communications Act

The Stored Communications Act poses an increasing threat to criminal defendants’ ability to access evidence. This Note analyzes pathways criminal defendants can pursue to access evidence within the current statutory framework and argues that the statute is unconstitutional as applied to cases where such pathways to exculpatory evidence are blocked. 

29 Mar 2022
Criminal Procedure


Schoolhouse Property

Since the Supreme Courts 1975 decision that students enjoy constitutionally protected property interests in education, most states have passed laws and regulations requiring schools to provide meals and health services to students. These services arguably constitute entitlements, requiring schools to afford heightened procedural protections to students subject to exclusionary discipline. 

29 Mar 2022
Education LawConstitutional Law


20 Jan 2022

Announcing Volume 132

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