This Article illuminates the interdependence between the structure of Delaware’s franchise tax and Delaware’s corporate law. It makes three major arguments. First, different franchise tax structures would create different regulatory incentives for Delaware. Second, the current structure of Delaware’s franchise tax law is suboptimal. A franchise tax that is sensitive to firm performance would be superior to Delaware’s current franchise tax. It would align Delaware’s incentives with those of shareholders and induce Delaware to offer corporate law that maximizes shareholder value. It will have this effect even if Delaware faces no competition from other states over incorporations and even if shareholders are passive. Third, Delaware may not have sufficient incentives to reform its franchise tax law. The Article derives policy implications.
Racial Equality: Progressives’ Passion for the Unattainable
In the 2008 presidential race, the debate as to the role of race in past and present American life would benefit enormously had all the citizenry read The Lost Promise of Civil Rights, Professor Risa L. Goluboff’s extensively researched and impressively presented history of racial discrimination and the only partially successful efforts to combat it by a small group of government and private lawyers and those who supported them. In my review, I express doubt with her thesis that more progress might have been possible had civil rights advocates devoted more of their limited resources to litigation challenging employment discrimination. Refuting her position, though, enhanced my understanding of why in the abstract we Americans have more that unites than divides us. For that truth is, even today, too easily diluted by fears, suspicions, and deep-seated beliefs about the legitimacy of dominance by whites over people of color.
The Low Written Description Bar for Software
This Note focuses on the application of 35 U.S.C. � 112�s �written description� disclosure requirement to software. After tracing the contours of the modern written description requirement, it addresses the seemingly-inconsistent treatment of software and biotechnology inventions under � 112. The Note argues that while functional written descriptions are generally held to be insufficient for biotechnology or DNA inventions (�Gene X does Y� does not pass muster), courts will allow inventions involving software to be claimed via functional descriptions (�Program X does Y� is sufficient)�a much lower descriptive bar. The note concludes that the relative predictability of software development as well as the inherently functional nature of software description account for this differing treatment, and that biotechnology inventions will require less burdensome disclosure as the predictability of that field increases.