danielisaac

It's not just a character and fitness check for past conduct. Almost all states require that students pass the Multistate Professional Responsibility Exam (MPRE) for admission to the bar. In some ways it's like the bar exam, but it tests knowledge of the rules of professional conduct (~lawyer ethics).

I'm taking it this month, presumably in person.

Agree with the above. There are also cases in which secured or unsecured creditors will vote for a Chapter 11 reorganization plan to give something to equity holders--even in violation of typical absolute priority--if it helps get the plan approved quickly. Equity holders might also keep their shares if there's "new value" added to the reorganized company (the controlling case is Bank of America v. 203 North LaSalle Street Partnership). There are a handful of other instances, but none are especially common.

Interesting argument, but I think this is somewhat different.

A bankrupt company could always offer new equity to its existing creditors as part of a Chapter 11 reorganization plan, but that's not exactly a sale. If you're describing a transfer to outside investors, then the sale of new equity could violate fraudulent transfer law and the bankruptcy trustee could try to claw it back to preserve the value of the estate. (See Bankruptcy Code § 548).

It's worth mentioning that creditors can throw an insolvent company involuntarily into bankruptcy by petitioning the court. Since creditors don't share in the upside of a company (like equity holders do), there's no reason for the creditors to let the company linger in bankruptcy so that it can gamble for its resurrection. It's in their best interest for the company to enter bankruptcy as soon as possible so they can preserve its value and maximize their payouts.

There might be edge cases (e.g. if there's a single creditor who happens to have a significant equity stake, it could play out differently) but I don't think it's the norm.

They're not making any money, but they're not universally worse off.

Depending on their status (e.g. if their debt is secured by a lien), it's totally possible that some classes of creditors could be reinstated with the same claims under the reorganization plan (assuming it gets confirmed by the court). Even if a secured class doesn't get the same value and votes against the plan, they're still entitled to a handful of protections under the Bankruptcy Code (§ 1129(b)(2)(A)). Less so for unsecured creditors and shareholders.

I'm pretty eager to see where the ASTM case lands. I'm rooting for Public.Resource.Org, but given that the DC Circuit remanded on fair use (rather than copyrightability), the court will probably consider "amount and substantiality" of the work reproduced relative to the original.

Public.Resource.Org photocopied and distributed the complete standards, cover to cover, including ASTM's illustrations, logos, etc. But what aspect of the manuals are the actual law? The technical measurements? From what I understand, the Georgia annotations became law by reference in their entirety. I don't think it's obvious here and I worry the court will rule against them :/

Regardless, I love Public.Resource.Org's work and wish them the best.

This is my lane.

> Criminal law is literally a set of statutes.

Simply untrue in common law countries (e.g. the US). Criminal law is absolutely driven by judicial opinions and statutory interpretation.

> In most states, the formal rules of evidence don't apply.

This isn't about evidence. It's about interpreting many doctrines that vary wildly between states. A single statute (re: defenses, attempt, conspiracy, the requisite mens rea to hold someone liable) can yield totally different interpretations.

> ...are all much more complex than the laws governing the cases that come before these low-level courts.

The law is hardly a set of statutes. It's comprised of thousands of judicial opinions interpreting the code and articulating specific doctrines. Court made law is especially important in criminal law. It has nothing in common with reading a construction blueprint. It's honestly horrifying that there are people with legal authority that have no training applying the law.

I think it's unlikely that Adam would be liable for having accepted an inflated valuation. Courts typically give management pretty wide latitude to make business decisions as along as they can give some plausible explanation. It's called the "business judgment rule" in corporate law and gives the company quite a bit of deference[0]. It derives from Delaware General Corporate Law § 141(a), then gets carved out through case law.

That said, there are a few ways to overcome it. Self-dealing is one way, assuming Adam didn't disclose the transactions. Fraud would be another.

All this stuff is pretty fact-specific. We can guess, but there's a lot we won't know until it gets litigated.

[0] https://en.wikipedia.org/wiki/Business_judgment_rule

This is a slight oversimplification. Self-dealing can create a presumption of unfairness, but it's rebuttable under certain circumstances. For example, if Adam had disclosed the transaction to the board and the board authorized it, it wouldn't be a breach. Likewise, if Adam can demonstrate the complete fairness of the transaction (a high bar), then he could be in the clear. It will largely depend on the AG's investigation.

See Delaware General Corporate Law § 144: https://codes.findlaw.com/de/title-8-corporations/de-code-se...