Online Edition

Private equity (PE) funds control over $9 trillion in assets and thousands of companies, yet their leverage-driven model often amplifies financial fragility and social harm. This article argues that the core tools of PE value creation—high leverage, cash extraction, and short-term exit incentives—externalize predictable risks to third parties including workers, healthcare patients, consumers, unsecured creditors, communities and the environment. Drawing on empirical studies, it identifies how debt-amplified fragility and profit-pressure dynamics can degrade quality, safety, and resilience particularly in sensitive sectors such as healthcare, energy, education, childcare and corrections. This article proposes a targeted regulatory framework to internalize these costs, including leverage-indexed insurance and bonding, minimum staffing and quality standards, and ownership-linked disclosure reforms focused on these sensitive sectors. These limited, pragmatic measures would preserve the benefits of the PE investment model while realigning incentives toward long-term stability and social welfare.

This article will focus on shifting regulatory and legal landscapes and how delays may create harsh obstacles in a multi-stage project financing framework.15 The article will begin by discussing the increasing politization of Offshore Wind as a background for the industry’s recent shifts in policy. Next, the article will discuss regulatory volatility, with a focus on the Trump Administration’s January 20th executive order and Section 232 tariff inquiry. Finally, the article will conclude by discussing potential legal avenues developers and states may take (and have already taken) in challenging administrative actions that are averse to Offshore Wind development.

• 15Chad T. Marriott & Heather L. Stewart, Project Finance for Wind Power Projects, Stoel Rives LLP (2022), https://perma.cc/FG4N-FUKL.

In February 2025, the Delaware Supreme Court reversed the Court of Chancery’s ruling in Maffei v. Palkon, holding that TripAdvisor Inc.’s decision to reincorporate from Delaware to Nevada should be reviewed under the business judgment rule, rejecting the entire fairness standard. The decision came amid growing corporate dissatisfaction with Delaware courts—particularly following Tornetta v. Musk and In re Match—and a consequent uptick in companies considering "DExit."

In 2024, the National Women’s Soccer League (NWSL) became the first U.S. professional sports league to abolish the player draft in a historic Collective Bargaining Agreement (CBA) with the National Women’s Soccer League Players Association (NWSLPA). The agreement further recalibrates the balance of power between the league and its athletes by establishing universal free agency, guaranteeing player contracts, and prohibiting trades without player consent. By rejecting long-standing restrictions on player mobility, the NWSL’s new CBA marks a dramatic departure from labor norms in U.S. professional sports and calls into question the prevailing assumption that such restraints are necessary to preserve competitive balance.

This article explores the Eichleay formula, a method for determining how government contractors should be reimbursed when delays prevent them from completing a project. It surveys the three judicial approaches to the formula—mandating, permitting, or prohibiting its use—and shows why ordinary breach-of-contract remedies are inadequate in the context of government construction contracting.
The essay highlights the choice courts face between relying on an imprecise measure of damages and leaving harmed parties with no recovery at all. It also argues that these judicial decisions may influence bidding strategies and risk allocation in future contracts.
It concludes by assessing whether parties should be free to adopt the Eichleay formula as a liquidated-damages provision.

After the Conception boat fire killed 34 people in 2019, public backlash against an ancient liability protection law surged. The plaintiffs’ financial recovery attempts were thwarted when the Conception’s owner invoked the Limitation of Liability Act of 1851 (“LOLA”). In response, Congress amended the LOLA in 2021 to largely remove similarly situated boats from the LOLA’s financial liability limits. Immediately, small boat owners began lobbying Congress to reinstate these protections, claiming that their liability insurance premiums grew exponentially with their increased risk.

Behind the failed Kroger–Albertsons merger lies a story of coalitions and ambition. FTC v. Kroger offers a case study of how the state attorney general’s role has evolved from local law enforcement to national policymaking. In the federal case, state attorneys general divided along partisan lines in their efforts either to block the merger or to see it enforced. After tracing the development of the office in modern America, this essay argues that FTC v. Kroger captures the dual nature of the state attorney general as both guardian of the public interest and political actor. Ultimately, the case illustrates how the state attorney general now shapes nationally significant federal litigation through multistate coalitions that can elevate the attorney general to the national stage.

The now-dismissed case against Coinbase is a symptom of a dynamic regulatory environment where rules for cryptocurrency trading are uncertain. The hallmark uncertainty within the cryptocurrency industry creates a fertile ground for evaluating equitable estoppel claims, where companies are forced to rely on inconsistent messages and unsettled policy to their detriment.

Indeed, Coinbase raised an equitable estoppel defense in its case against the SEC. Coinbase argued that it relied on the SEC’s representations that Coinbase was not violating securities law. The facts of Coinbase’s case could lay the groundwork for future cases to push the traditionally strict boundaries of equitable estoppel against government entities.

The purpose of this comment is to evaluate the strength of Coinbase’s equitable estoppel claims. Given the case’s dismissal, equitable estoppel is no longer relevant to Coinbase. But by evaluating the strength of the doctrine against this case, future cryptocurrency firms may be able to use its lessons as a defense should the policies shift against cryptocurrency firms again.

Artificial intelligence (AI) has begun to significantly impact many sectors of the economy and everyday life. As generative AI models improve at unimaginable rates, AI will become continually integrated into our daily lives. This will undoubtedly involve integrating AI tools into the technology that millions of people use daily, including PCs, phones, digital watches, and televisions—technology that many people cannot live without. Indeed, some companies are already beginning to do so. Seems great, right? Maybe so, but only time will tell how effective the integration of AI into hardware will be.

The touchstone of the Securities and Exchange Commission’s (SEC) new rule on climate-related disclosures, The Enhancement and Standardization of Climate-Related Disclosures for Investors (the “Rule”), is materiality. As Cyndy Posner pointed out, there are over 1,000 references to material or materiality in the Rule. Such an approach must have pleased those commentators who feared the Rule would result in public companies being burdened with providing costly disclosures of non-material information and investors being overwhelmed with information they do not need or want.

When you enter a company’s website, perhaps to buy a product, it is common to receive a pop-up message that asks you to enter your email address to receive promotional materials. The options presented to you in this pop-up may read something akin to “I like to stay informed,” and “I like to be left out.” However, if the website is attempting to make you feel bad about declining to provide your personal information, then you may have experienced a dark pattern.

A recurring joke in the TV series Arrested Development is that a real estate mogul beset by hard financial times refrains to his son, “there’s always money in the [family-owned] banana stand.” Every time he does, the son—who has taken over the family real estate empire—expresses exasperation, as a boardwalk shop selling frozen bananas is obviously no cure for the family’s financial woes. In an act of defiance, the son eventually burns the banana stand down. Enraged, the real estate mogul explains that there was literally $250,000 in cash lining its walls. The stockholder franchise is Delaware’s banana stand.