Rethinking MAC Clauses in the Time of \u3cem\u3eAkorn, Boston Scientific\u3c/em\u3e, and COVID-19

The MAC clause is perhaps the most important clause in contract law, giving acquirers the ability to terminate even the largest agreements in the face of an often vaguely defined “Material Adverse Change.” For decades, even though MAC clauses have been present in nearly every merger agreement, courts have almost universally refused to enforce them. But the Delaware Chancery Court’s 2018 decision in Akorn may finally change that. As the world deals with the economic uncertainty caused by COVID-19, courts may soon get more opportunities to decide whether or not they will follow Akorn’s lead and begin to allow companies to exit agreements. In this Article, I argue that they should

On generic and maximal k-ranks of binary forms

In what follows, we pose two general conjectures about decompositions of homogeneous polynomials as sums of powers. The first one (suggested by G. Ottaviani) deals with the generic k-rank of complex-valued forms of any degree divisible by k in any number of variables. The second one (by the fourth author) deals with the maximal k-rank of binary forms. We settle the first conjecture in the cases of two variables and the second in the first non-trivial case of the 3-rd powers of quadratic binary forms.Comment: 17 pages, 1 figur

Interview with Sam and Carol Shapiro by Andrea L’Hommedieu

Biographical NoteSamuel Shapiro was born in Brownsville, Pennsylvania, on August 26, 1927. His parents were Maurice and Anna (Silver) Shapiro. His father was born in the Ukraine and his mother in Lithuania. He spent two years in the Navy, then attended the University of Pittsburg on the G.I. Bill, graduating in 1952. He married and moved to Waterville, Maine, in 1953 and served as Maine Democratic Party treasurer for thirteen years. He also ran several furniture stores with his father-in-law. He served as Maine state treasurer for 16 years (1980-1996) during the Brennan, McKernan, and King administrations. He worked with George Mitchell on the Democratic State Committee in the early 1960s; he was especially close to George Mitchell’s brother, Robbie, and they often played tennis. Carol Shapiro was born and raised in Waterville, Maine, and attended Colby College. She and George Mitchell were high school classmates. SummaryInterview includes discussion of: family background; 1974 Maine gubernatorial campaign; Jim Longley story; military service; anti-Semitism; description of George Mitchell’s character and personality; state treasurers story; dating story; George Mitchell’s mother, Mary (Saad) Mitchell; Mitchell-Muskie comparison; Ken Curtis; and Bill Clinton story

Aristotle, Wittgenstein and Beholding Categories

Senior Project submitted to The Division of Social Studies of Bard College