Law Professors Blog

https://archive.ph/K5EKy "...Basically, Musk is trying to pivot and strengthen his legal justification for walking away from Twitter, from the initial focus on how many fake users there are. But on Friday Ann Lipton of Tulane University’s law school wrote an excellent summary on why Zatko’s “cornucopia” of allegations aren’t actually that helpful for Musk..." "I guess I’m writing about Twitter again" - https://lawprofessors.typepad.com/business_law/2022/08/i-guess-im-writ…

> Should we initiate a recall? Take the number of vehicles in the field, A, multiply by ... Did you pick that example because of the Ford Pinto case? In case you didn't know about it, that's exactly the cost/benefit analysis that Ford did when they discovered that the gas tank on the Pinto would rupture if the car was hit from behind at 31 mph or greater. Here's the infamous internal memo: http://lawprofessors.typepad.com/tortsprof/files/FordMemo.pdf Look at Table 3 on page 6. Paying $200,000 per death would cost $49.5 million. Strengthening the tank at $11 per car would cost $137 million. Clearly it was cheaper to pay settlements on the deaths.

> I thought privacy policies like this were in fact legally binding... This has never been tested in court and so the "bindingness" of privacy policies is ambiguous (see http://lawprofessors.typepad.com/contractsprof_blog/2010/08/is-a-websi… Even in the best-case, if you wanted to have standing to sue for a privacy policy violation, you'd have to prove not just that it happened, but that you were materially harmed by it, which is a tough hurdle to clear. But that's all moot anyway, since privacy policies can be changed at any time. If a company wants to violate their existing policy, they just change it first.

I think the only real genius of Serial was using a slick style and conversational tone as a gloss for what was quite poor (and arguably irresponsible) reporting. As an example, the whole Best Buy charade was only reenacted either out of their unfamiliarity with the facts of the case (the court transcripts reveal the exact location of the phone), or with more cynical intentions, depending on how generous you want to be. See update at the bottom: http://lawprofessors.typepad.com/evidenceprof/2015/01/ive-posted-26-en…

A "religion" primarily assumes standard Christianity, Judaism, Islam, Buddhism, Sikhism, etc: all of which have buildings, assets, collections, and such. For those of us who either have a solitary practice or meet with a small group (coven), none of our costs for our practices are tax exempt. If we are large enough, we usually cannot be "acknowledged by the state" to get tax exempt status. When we do get enough people in our group, it's an uphill slog to even get acknowledged as 'real', although there are few and far between covens which have won what the Christians get already. https://lawprofessors.typepad.com/nonprofit/2011/03/witches-and-tax-ex… https://nonprofitquarterly.org/pagans-weigh-in-on-the-laws-of-religiou… https://www.timesunion.com/local/article/Court-considers-neo-Pagan-s-t… Basically, the Christians get away with using tax exempt status, and then populate things like "megachurches" (aka: church-based tax fraud). Those of us with less common beliefs are given the short shrift, and default treat our beliefs as "not worthy of federal and state tax exemption". When the IRS and state tax entities start playing games of discerning which belief is real and not, is a grave concern for 1FA. The state should never be in the business of saying whose beliefs are real or not.

> > those single member LLCs may be surprised to find the assets of their single member LLC at risk for their personal liabilities > Not to discount that but aren't LLCs usually formed to avoid personal liability for company liabilities? That’s officially why they’re formed, but that doesn’t mean they provide what the owner expects. Years ago, when I was a bank teller, I noticed that one of our clients — a CPA — had not incorporated her business, or set up an LLC, LLP, etc. She mentioned that the limited liability wasn’t absolute; people are often able to pierce the veil ( http://lawprofessors.typepad.com/business_law/2017/11/no-need-to-veil-… ), so she wasn’t convinced it was worth the trouble. I found out later that courts are willing to pierce the veil in cases that don’t make sense (often, the courts pierce the veil for contract lawsuits where the injured party failed to write in the contract that the LLC’s owners would personally guarantee the performance, but if a car owned by an LLC was in an accident, courts would respect the limited liability; this seems backward since the victim of the accident didn’t pass up a chance to get the owner to personally take liability: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=236967 ).

The purpose of an IPO is to raise money for the company. In order to do this, they say "our stock is worth price X" and issue it out. The people who get to fill orders at price X are overwhelmingly, by volume, the bankers who are helping out with the IPO -- who often are also the people who help set the price. Later in the day, if the stock jumps to the 'correct' (market-valued) price Y, then (Y-X) represents the profit that the purchasers made at X can realize, and also represents the money that the company could have gotten if they had properly priced the stock at Y to begin with. In this case, the stock went from 26 to 44. Bankers made a 69% profit off their allocation at 26. If Twitter had priced at 44, they would have an extra 1.2 billion dollars in their hands and not the bankers'. The bankers did this to eToys too (http://lawprofessors.typepad.com/mergers/2013/03/etoys-and-the-rigged-… Full disclosure: I worked there at the time.

While researching OpenAI use of unique corporate governance and structures, I found these interesting resources: OpenAI’s Hybrid Governance: Overcoming AI Corporate Challenges. - https://aminiconant.com/openais-hybrid-governance-overcoming-ai-corpor… Nonprofit Law Prof Blog | The OpenAI Corporate Structure - https://lawprofessors.typepad.com/nonprofit/2024/01/the-openai-corpora… AI is Testing the Limits of Corporate Governance (research paper)- https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4693045 OpenAI and the Value of Governance - https://www.glasslewis.com/openai-and-the-value-of-governance/

Mostly articles like https://lawprofessors.typepad.com/whitecollarcrime_blog/2015/12/21-day… (this case is also being prosecuted by SDNY) and a general expectation that she won't go scot free (so not just 21 days) but also that SBF is the one they really want to put away.

> After all, LEGO is just the medium for an expression here, and by creating something with LEGO as that medium you have made a (hopefully) original work. Again, I'm not a Lawyer, but I think this is covered by merger: https://lawprofessors.typepad.com/media_law_prof_blog/2006/05/merger_d… There are only so many ways to connect Lego bricks which is the part I'm trying to understand.

It’s a little sad that so many people only get interested in these problems for the drug angle: https://lawprofessors.typepad.com/human_rights/2019/05/revisiting-life… Geneva Cooley was sentenced to mandatory life without parole based on the drug conviction. However, even if that hadn’t been the case, she could’ve gotten a life sentence based on two prior felony convictions for forgery, and a felony conviction for failing to get tax stamps for the drugs she sold. The drug laws in Alabama have been amended, but the habitual offender laws have been much harder to change. There is a ton of focus on the injustice of drug convictions, maybe because it’s something middle class people can identify with. But that’s just scratching the surface of what’s wrong.

In some circumstances privacy policies have had legal teeth, "particularly when parties claiming a breach have alleged that they read and subsequently relied on the policy prior to transacting business with the site operator" according to this page: http://lawprofessors.typepad.com/contractsprof_blog/2010/08/is-a-websi…

Under Section 12(g), they probably should have had to report this information anyway, even without going public. However, it seems they've found an "innovative" way to skirt that part of the law: http://lawprofessors.typepad.com/business_law/2016/01/uber-and-section…

It's actually a paraphrasing of the Ivey (GM) and Grush-Saunby reports (Ford) from the 1970s. This was several years after Ralph Nader's famous book, Unsafe at Any Speed (1965) 1. http://lawprofessors.typepad.com/tortsprof/files/FordMemo.pdf 2. https://en.m.wikipedia.org/wiki/Unsafe_at_Any_Speed

The C&D letter is here: http://lawprofessors.typepad.com/files/letter-10-12-15.pdf and seems to specify the combination of 1) Kentucky 2) clothing and 3) UK's color scheme [blue & white]. This feels like the opening of a negotiation that is being turned into publicity.

Trying to find the Brooklyn case from September where this was specifically name-dropped in one agent's testimony, but blergh. EDIT: Not what I wanted, but it'll do (warning for annoying autoplay news vid): http://www.usatoday.com/story/news/2016/02/18/tech-companies-privacy-b… Magistrate Orenstein's order for... I get them all mixed up, it's in Brooklyn and they all have to do with iPhones: http://lawprofessors.typepad.com/files/orenstein-order.pdf Old post: https://news.ycombinator.com/item?id=10421736

They already are. Law dropped in 2008 recession and hasn't recovered. Law school applicants are down 1/3 or something like that, and it's causing much stir [1]. [1] http://lawprofessors.typepad.com/legalwhiteboard/2014/10/what-law-scho…

That is just your opinion -- legally, it has not been clarified whether mashups constitute fair use or not. There are arguments on both sides. See for example http://lawprofessors.typepad.com/media_law_prof_blog/2012/03/mashups-a…

An non-binding policy, how quaint! http://lawprofessors.typepad.com/contractsprof_blog/2010/08/is-a-websi… Even if you trusted such things, google will still do targeted ads. If DEA want to find drug users, all they have to do is ask google and they will use users emails to locate them.

Student loans don't discharge in bankruptcy. Also, the odds are not decent of landing a "sweet job that lets you pay [loans] off much more easily and have plenty of money to spare." Take a look at the bimodal distribution for starting lawyer salaries.[1] In 2011, less than 6% of graduates got jobs at large law firms paying $160k.[2] I don't know current attrition rate stats, but generally most of the entry-level class at a large firm is gone within 5-7 years.[3] It sounds like the people you know may have gotten lucky pursuing a high-risk gamble, whether they knew it or not. [1] http://insidethelawschoolscam.blogspot.com/2012/10/five-stages-of-grie… [2] http://lawprofessors.typepad.com/legalwhiteboard/2012/07/a-picture-of-… [3] http://www.law.com/jsp/llf/PubArticleLLF.jsp?id=1194948247090&slre…

It looks to me like Sony is being sued, not over the clause itself, but in their application of it and the circumstances surrounding it. That is, that it was patched in, bolted on toward the bottom of an agreement that is difficult to even read on a console, that the opt-out method is unnecessarily cumbersome, and that opting-out would take away an advertised feature of the purchased hardware with no recourse. Because the more general question of "is this clause even legal?" was famously settled not all that long ago by the SCOTUS in the AT&T Mobility case. http://lawprofessors.typepad.com/banking/2011/05/us-supreme-court-okay…

Salaries for Law School graduates are bimodal. Most people will over-estimate the rewards: http://lawprofessors.typepad.com/legal_profession/2009/06/the-end-of-a…

2008 wasn't economically "disastrous" until the very end. Up until October, it wasn't too dissimilar from 2007. http://lawprofessors.typepad.com/securities/2008/02/januarys-ipo-co.ht… : "January [2008] was a slow month for IPOs, with only five that raised a total of $892 million. This compares with ten in January 2007 that raised a total of $2.25 billion." I quickly googled, and there's probably more to look at here, since either 5 of the 6 IPOs did it in January, or there's different counting methodology in action here. Still, it's down even in months that weren't bad. It's not just statistical gaming, even if that's in play. Asking what changed is still fair.

Back in my law school days I was part of our school’s Immigration and Human Rights Clinic that won a $22M judgment under the Alien Tort Statute Act on behalf of Liberian torture victims against “Chuckie” Taylor, son of Liberian President Charles Taylor.[1] The background is the stuff of movies, Charles Taylor was a high ranking official in Liberia that fled to the US after being accused of embezzlement (principally from US contracts), he was arrested in the US and “escaped” from Federal prison, fled back to Africa where he was armed and funded by Gaddafi, and became President of Liberia after a coup. His campaign slogan was "He killed my ma, he killed my pa, but I will vote for him.” In fact both Charles and Chuckie are depicted in the Movie Lord of War, where Chuckie was the one who asks Nicolas Cage for the Rambo’s golden gun. Their brutality was also depicted in Blood Diamond, in neighboring Sierra Leon where they were behind Revolutionary United Front (RUF) and would cut people’s arms off (long sleeve/short sleeves for above/below the elbow) when they voted in elections, because voters hands/thumbs were inked as evidence of voting. Chuckie interestingly was actually a born in the US and a private school kid. Then went to Liberia after Charles became President and became head of his anti-terrorists unit called the “demon forces”, the rest is the stuff of nightmares they leave out of the movies. If you can read between the lines, this stuff goes to the highest…

Which is kind of interesting - because farm equipment doesn't have that sort of protection. Product Liability in the Farm Equipment Industry - https://youtu.be/NdN577BbnSY?t=1166 Also: https://lawprofessors.typepad.com/agriculturallaw/2019/05/product-liab… > When purchased equipment is altered, the manufacturer is generally released from liability unless the manufacturer could have reasonably foreseen that purchasers would alter the equipment in the manner that resulted in injury. So if you could have modified a tractor in a way that was not obviously bad and the manufacturer didn't try to stop you from doing it, the manufacturer could still be liable. Is it reasonable to believe that if the purchaser has the ability to modify the software, they will? If so, how does one rewrite the liability laws for farm equipment? And while physical modifications may reduce manufacturer liability - what about software? And the ability to reset the software so that evidence of the changes are no longer present? There's a challenge with the law for repair and liability for farm equipment that needs to be reconciled. That liability issue doesn't exist for other domains (modifying a personal computing device). You aren't likely to find a $6M claim against Apple for ripping someone's arm off - that is an issue with farm equipment.

Unlawful acts, performed long enough and with sufficient vigor, are never enough to amend the law. To hold otherwise would be to elevate the most brazen and longstanding injustices over the law, both rewarding wrong and failing those in the right. I disagree with this reasoning. As a counterexample I point you to squatters rights. If I live on your land long and openly enough, my unlawful act will confer ownership of the land to me. This principle is not only recognized in our courts, but the clarity that it provides around ownership is a major foundation of our economic system. The reason is that before ownership was clarified with this principle, our land was covered by a mess of overlapping and contradictory claims to ownership of the land. But with a clear owner, however established, that owner can now use their ownership as collateral. For a book-length treatment of that thesis I point you at https://www.amazon.com/Mystery-Capital-Capitalism-Triumphs-Everywhere/… But this decision opens up the legal status of half of Oklahoma for debate, while other tribes around the nation are going to be thinking about which further claims they can now press. If we continue to open up the course of reversing long-done ills, will we start to ask whether West Virginia should not exist not as an interesting academic question, but as a current legal one? See…

This is horribly wrong on so many levels. False reports/accusations of crime in general tend to be low, in the 2-8% range reported here. By this logic, we can dispense with this whole silly and expensive criminal justice system and just convict everyone based on simple accusation. We used to call this sort of thing "lynching", and it is generally considered a good thing that it's become rare. "It is better that ten guilty persons escape than that one innocent suffer"[1] Also note that the "low rate" for false accusations is for cases were the false accusation is proven: "The determination that a report of sexual assault is false can be made only if the evidence establishes that no crime was committed or attempted. This determination can be made only after a thorough investigation. This should not be confused with an investigation that fails to prove a sexual assault occurred. In that case the investigation would be labeled unsubstantiated. The determination that a report is false must be supported by evidence that the assault did not happen."[2][3] By this standard, cases of rape that are actually proven are also low, depending on where you look in the 7% range of reported[3]. So the "we just don't know" figure is very, very high, we simply do not have strong evidence either way[4]. Other studies have found false report rates much higher [5][6]. The Air Force study[6] is interesting in that admissions of false accusations increased dramatically when it became known…

A basic understanding of statistics is sufficient to understand how this happens. Authorities have become obsessed with the idea of assembling giant DNA databanks of entire populations and then doing "cold hits" for unsolved crimes against the entire database. The problem with this is that DNA testing is not 100% accurate, and when you test an entire population you're going to start getting false positives. The larger the population, the more false positives. But then a jury may be told "there was a 100% DNA match" or that "There is a less than 1 in a billion chance that he is not the killer." And the wrong guy goes to prison. Check out this other recent cold hit case. They took DNA samples from Occupy Wall Street protesters and then ran them against unsolved crimes files with no connection to the protesters just to see what they could get. http://www.kens5.com/news/DNA-match-in-cold-case-murder-called-error-1… So a protestor is arrested and charged for a 2004 murder based on this. Later found to be an error, but getting to that point assumes you can afford a good lawyer. There are lots of people getting charged for unsolved crimes they have no connection to. Not all of them can afford a lawyer and expert witnesses. New York recently passed a law requiring DNA samples from all persons convicted of any crime, even misdemeanors such as loitering. http://www.npr.org/2012/03/15/148692189/n-y-passes-dna-requirement-for… There is a nationwide…

It could be wise to fire Dodd just to allow the MPAA to continue making contributions without risking interpretation as a quid pro quo. From the Hobbs Act: "It is important to note, however, that it is irrelevant whether the public official in fact intended to hold up his or her end of the bargain--it is enough that the official had knowledge of the payor's intent to buy official acts." Supreme Count statement in McCormick v United States (1991): "The receipt of such contributions is also vulnerable under the Act as having been taken under color of official right, but only if the payments are made in return for an explicit promise or undertaking by the official to perform or not to perform an official act." Related analysis: http://lawprofessors.typepad.com/whitecollarcrime_blog/2005/11/prosecu… See also Chapter 6 of http://books.google.com/books?id=gJY-i4QHHC8C&lpg=PR7&ots=E0G2… For example, consider Case 4 (http://books.google.com/books?id=gJY-i4QHHC8C&lpg=PR7&ots=E0G2… which is very similar to Dodd's, and which Lowenstein argues might be considered bribery under the Hobbs Act, in light of McCormick v United States. An (opinionated) editorial on the topic: http://www.washingtonmonthly.com/features/2006/0606.birnbaum.html