Right of First Refusal and the Package Deal

A persistent problem in right-of-first-refusal jurisprudence has been the effect of an acceptable third-party offer for a package of properties, a portion of which is burdened. In determining the effect of such package deals, courts have primarily relied on principles related to the nature and operation of rights of first refusal. Unfortunately, this approach has led different courts to reach disparate and inconsistent results.The problems posed by the package deal, of course, could be remedied by the parties themselves through a provision addressing the effect of such a transaction on the rightholder\u27s privilege. The provision would answer whether the package deal is to trigger the right of first refusal, and if so, whether the rightholder would be allowed to exercise her privilege on the burdened portion alone or on the entire package. There is, however, every indication that in many circumstances, the costs of agreeing to a provision addressing the somewhat remote possibility of a dispute arising out of a package deal will outweigh its benefits. As a result, parties to right-of-first-refusal agreements will continue to omit a provision addressing the possibility of a package deal. Therefore, a consistent and uniform judicial treatment of the package deal is desirable. The most appropriate solution is for the courts to adopt a default rule that would apply to all instances of the package deal, unless the parties to a right-of-first-refusal agreement contracted around the rule explicitly. In terms of fairness and efficiency, the most appropriate default rule is to require an owner who receives an acceptable offer for a package deal to provide the rightholder with an opportunity to purchase the burdened portion of the package at a reasonable price. If the owner fails to do so, the rightholder should be entitled to enforce her privilege by purchasing the burdened property at a price determined by the court to be fair and reasonable

Supplement use amongst young individuals in São Paulo's fitness centers

The concern with physical appearance and aesthetics in fitness centers can lead to an indiscriminate use of supplements. A questionnaire was used to investigate factors relating to supplement use among 201 young users of fitness centers in the city of São Paulo, Brazil. Supplement use was reported by 61.2% (n = 23) of the sample. Men use more supplements than women (p < 0.001) and adolescents tend to use them more than young adults (p = 0.07). The supplements most used by this group are sports drinks (12%); high-calorie gainers (12%), amino acids (10%), proteins (10%) and creatine (8%). The supplements are taken trough own initiative (42.8%) and trainers' recommendation (27.5%). Those who have been exercising for a longer time, go more often to the fitness centers, and devote more time to exercise/week are significantly more involved in supplement use. The presence of user friends (p = 0.03) and/or a user at home (p = 0.01) also influences on the use of supplements. Supplement use is a widespread, common practice at fitness centers, whose environment favors their use.A preocupação com a aparência e a estética pode levar ao consumo indiscriminado de suplementos nas academias. Os fatores relacionados ao consumo de suplementos em 201 jovens entre 15 e 25 anos freqüentadores de academias de ginástica da cidade de São Paulo foram investigados através da aplicação de formulário próprio. O uso de suplementos é relatado por 61,2% (n = 123) da amostra. Os homens usam mais suplementos que as mulheres (p < 0,001) e os adolescentes tendem a utilizar mais que os adultos jovens (p = 0,07). Os suplementos mais utilizados são bebidas esportiva (12%), hipercalóricos (12%), aminoácidos (10%), proteínas (10%) e creatina (8%), basicamente por auto-prescrição (42,8%) e pela indicação de treinadores (27,5%). O consumo de suplementos é significativamente maior entre aqueles que se exercitam há mais tempo; freqüentam a academia há mais tempo; e ficam na academia mais horas/semana. Ter amigos usuários (p = 0,03) e/ou um usuário em casa (p = 0,01) influencia no consumo de suplementos. O consumo de suplementos é uma prática que faz parte da realidade das academias de ginástica e o ambiente é favorecedor do uso desses produtos.Recomendo - Assessoria em Nutrição e Qualidade de VidaUniversidade Federal de São Paulo (UNIFESP) departamento de Pediatria Centro de Atendimento e Apoio ao AdolescenteUniversidade de São Paulo Escola de Artes, Ciências e HumanidadesUNIFESP, Depto. de Pediatria Centro de Atendimento e Apoio ao AdolescenteSciEL

The Overlapping Web of Data, Territoriality and Sovereignty

Provides a framework to better understand Global Legal Pluralism and the current international state of law. Equips practitioners, theorists, and students with deeper insights and analytical tools to describe the conflict among legal and quasi-legal systems. Analyzes global legal pluralism in light of legal theory, constitutionalism, conflict of laws, international law, commercial transactions, and as it affects indigenous polities, religious orders, and citizenship.https://digitalcommons.wcl.american.edu/facsch_bk_contributions/1288/thumbnail.jp

Borders and Bits

Our personal data is everywhere and anywhere, moving across national borders in ways that defy normal expectations of how things and people travel from Point A to Point B. Yet, whereas data transits the globe without any intrinsic ties to territory, the governments that seek to access or regulate this data operate with territorial-based limits. This Article tackles the inherent tension between how governments and data operate, the jurisdictional conflicts that have emerged, and the power that has been delegated to the multinational corporations that manage our data across borders as a result. It does so through the lens of the highly contested and often conflicting approaches to the jurisdictional reach of law enforcement over data, the so-called right to be forgotten, and a range of other privacy regulations-engaging in an in-depth analysis as to how these issues are playing out across both Europe and the United States. In so doing, the Article highlights the flaws with the straightforward application of old jurisdictional rules onto the new medium of data-taking on recent scholarship on this issue. And it shines a spotlight on the unilateral rulemaking by powerful states and the powerful multinational companies that manage our data, which in turn puts private, multinational companies increasingly in control of whose rules govern and thus the substance of both privacy and speech rights on a global, or near-global, basi

Hamdan v. United States: A Death Knell for Military Commissions?

In October 2012, a panel of the D.C. Circuit dealt a blow to the United States’ post- September 11, 2001 decade-long experiment with military commissions as a forum for trying Guantanamo Bay detainees. Specifically, the court concluded that prior to the 2006 statutory reforms, military commission jurisdiction was limited to violations of internationally-recognized war crimes; that providing material support to terrorism was not an internationally-recognized war crime; and that the military commission conviction of Salim Hamdan for material support charges based on pre-2006 conduct was therefore invalid. Three months later, a panel of the D.C. Circuit reached the same conclusion with respect to conspiracy and solicitation charges, and vacated the conviction and life sentence of Guantanamo Bay detainee Ali Hamza Ahmad al Bahlul. That case is now on appeal to an en banc (full court) panel of the D.C. Circuit. This article analyses the D.C. Circuit’s ruling in Hamdan’s case, explaining why the ultimate holding is the right one, even though some of the reasoning is flawed, and why the ruling should be upheld on appeal. It also highlights the many unresolved questions and the implications for the future of military commissions at Guantanamo Bay. As the article explains, the D.C. Circuit’s rulings are a major victory for the rule of law and a major defeat for commissions

Microsoft Ireland, the CLOUD Act, and International Lawmaking 2.0

On March 23, President Trump signed the CLOUD Act, 1 thereby mooting one of the most closely watched Supreme Court cases this term: the Microsoft Ireland case. 2 This essay examines these extraordinary and fast-moving developments, explaining how the Act resolves the Supreme Court case and addresses the complicated questions of jurisdiction over data in the cloud. The developments represent a classic case of international lawmaking via domestic regulation, as mediated by major multinational corporations that manage so much of the world\u27s data

Notice and Standing in the Fourth Amendment: Searches of Personal Data

In at least two recent cases, courts have rejected service providers’ capacity to raise Fourth Amendment claims on behalf of their customers. These holdings rely on longstanding Supreme Court doctrine establishing a general rule against third parties asserting the Fourth Amendment rights of others. However, there is a key difference between these two recent cases and those cases on which the doctrine rests. The relevant Supreme Court doctrine stems from situations in which someone could take action to raise the Fourth Amendment claim, even if the particular third-party litigant could not. In the situations presented by the recent cases, by contrast, the service provider was the only source of possible challenge—at least for some meaningful period of time. In both cases, the searches were done pursuant to a warrant issued in accordance with the Stored Communications Act (SCA). Because the government proceeded by warrant, the government was not required to give notice to the target of the search. The warrants were also accompanied by no-notice orders, meaning that the provider was barred from telling anyone, including the target of the search, that his or her data was being sought by the government—in some cases indefinitely. The use of such no-notice warrants served on third-party providers is an increasingly common investigatory tool, wrought by the changes in the way personal information is stored and managed in the digital age. Its use presents a significant shift in how investigations are carried out. It relies on a third-party intermediary between the police and the citizenry to gather information about persons of interest. It makes the searches that are occurring much more indirect and less visible. And it means that individuals are a lot less likely to know—and thus have an opportunity to object—if and when their personal information is being sought and collected by law enforcement officials. This Article examines what has changed; why it matters; and the implications for the Fourth Amendment. Ultimately, this Article makes the case for notice and revisions to standing doctrine as an essential to protecting Fourth Amendment interests and as good policy

The Geography of the Battlefield: A Framework for Detention and Targeting Outside the \u27Hot\u27 Conflict Zone

The U.S. conflict with al Qaeda raises a number of complicated and contested questions regarding the geographic scope of the battlefield and the related limits on the state’s authority to use lethal force and to detain without charge. To date, the legal and policy discussions on this issue have resulted in a heated and intractable debate. On the one hand, the United States and its supporters argue that the conflict — and broad detention and targeting authorities — extend to wherever the alleged enemy is found, subject to a series of malleable policy constraints. On the other hand, European allies, human rights groups, and other scholars, fearing the creep of war, counter that the conflict and related authorities are geographically limited to Afghanistan and possibly northwest Pakistan. Based on this view, state action outside these areas is governed exclusively by civilian law enforcement, tempered by international human rights norms. This Article breaks through the impasse. It offers a new and comprehensive law-of-war framework that mediates the multifaceted security, liberty, and foreign policy interests at stake. Specifically, the Article recognizes the state’s need to respond to the enemy threat wherever it is located, but argues that the rules for doing so ought to distinguish between the so-called “hot” battlefield and elsewhere. It proposes a set of binding standards that would limit and legitimize the use of targeted killings and law-of-war detention outside zones of active hostilities — subjecting their use to an individualized threat assessment, a least-harmful-means test, and significant procedural safeguards. The Article concludes by describing how and why this approach should be incorporated into U.S. and international law and applied to what are likely to be increasingly common threats posed by transnational nonstate actors in the future