July 2023

The history of the present King of Great Britain is a history of repeated injuries and usurpations, all having in direct object the establishment of an absolute Tyranny over these States. To prove this, let Facts be submitted to a candid world.

 . . .

He has combined with others to subject us to a jurisdiction foreign to our constitution, and unacknowledged by our laws; giving his Assent to their Acts of pretended Legislation:

 . . . 

For cutting off our Trade with all parts of the world:

For imposing Taxes on us without our Consent:

 . . .

We, therefore, the Representatives of the United States of America, in General Congress, Assembled, appealing to the Supreme Judge of the world for the rectitude of our intentions, do, in the Name, and by Authority of the good people of these Colonies, solemnly publish and declare, That these United Colonies are, and of Right ought to be Free and Independent States; that they are Absolved from all Allegiance to the British Crown, and that all political connection between them and the State of Great Britain, is and ought to be totally dissolved; and that as Free and Independent States, they have…

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Western State College of Law at Westcliff University Faculty Hiring Announcement

Tenure-Track/Tenured Positions

Western State College of Law (WSCL) at Westcliff University invites applications from entry level and lateral candidates for tenure-track or tenured Assistant/Associate/Professor of Law positions beginning in the 2024-25 academic year. We are especially interested in candidates with demonstrated interest or experience in 1) Civil Procedure and Evidence or 2) Contracts.  We will also consider excellent candidates with teaching interests in other first year and required subject areas.  Applicants must hold a J.D. degree (or the equivalent), should have strong academic backgrounds, commitment to teaching excellence, and demonstrated potential for productive scholarship. Appointment rank will be determined commensurate with the candidate’s qualifications and experience.  We are particularly interested in candidates who will enrich the diversity of our faculty and welcome applications from women, underrepresented minorities, persons with disabilities, LGBTQI+ individuals, veterans, and others whose backgrounds, experiences, and viewpoints would contribute to the diversity of our institution.

WSCL is located in the city of Irvine, California – close to miles of famous beaches, parks, recreation facilities and outdoor activities as well as the many museums, music venues, and diverse cultural and social experiences of greater Los Angeles.

Founded…

A while back, I blogged about the Chancery decision in Coster v. UIP Cos. 

Here’s the recap: The case involved a closely-held corporation where voting power was split 50-50 between two shareholders, one being a founder of the company, the other being the widow of another founder.  After the two deadlocked, and the widow sought to appoint a custodian that would throw the company into disarray, the founder caused the company to issue a slug of new stock to a longtime employee.  That broke the deadlock; the founder and the employee sided against the widow.  The widow then alleged that the sale had been effectuated to dilute her voting power in violation of the founder’s fiduciary duties.  Chancellor McCormick concluded that the sale occurred at a price and on terms that were entirely fair; on appeal, the Delaware Supreme Court affirmed the entire fairness holding, but remanded for Chancellor McCormick to consider whether the dilution of voting control had violated Blasius Industries, Inc. v. Atlas Corp, 564 A.2d 651 (Del. Ch. 1988). 

That alone, I said at the time, was sort of weird, because it suggested that a sale could be both entirely fair and represent an…