In Stone v. Ritter, the Delaware Supreme Court attempted to end the debate revolving around good faith’s role in director fiduciary liability. The Stone court finally cleared up some doctrinal issues when it explicitly stated that good faith is not a freestanding duty on the level of care and loyalty. However, the court created a host of new questions and concerns - particularly in director oversight cases - when it included good faith solely as a subsidiary element of the duty of loyalty. The Stone court incorrectly held that the fiduciary duty of loyalty is not limited to cases involving a conflict of interest; loyalty also now encompasses director oversight cases. The court should have recognized that good faith is a necessary subsidiary element of both the duty of loyalty and the duty of care, and left director oversight in the realm of care.

The extent of director oversight liability under Stone remains to be seen. Whether the Chancery can appropriately apply the reformulated Caremark/Disney standard is anybody’s guess. If the recent contradictory decisions in Bear Stearns, Ryan, and Bridgeport are any indication, clarity and consistency in Delaware fiduciary law is a chimera.Fortunately, the Delaware Supreme Court’s cogent analysis in Lyondell, however, should provide some much needed post-Stone guidance.

In the wake of the current economic crisis, the Delaware courts need to recognize that the Stone formulation of good faith is inaccurate. The Delaware courts must also recognize that good faith is the overarching fiduciary goal, and thus, a necessary element of both the duty of loyalty and the duty of care.

This article examines Stone, including the factual basis and rationale of both the Chancery Court and the Delaware Supreme Court. This article then provides a concise history of Delaware’s constant repositioning of directors’ fiduciary duties. The article then analyzes the Delaware Supreme Court’s doctrinal shift regarding good faith and the duty of loyalty. This analysis includes both the conceptual and practical implications of good faith as a component of loyalty. This article also analyzes the Stone court’s improper repositioning of Caremark cases solely into the realm of loyalty. Additionally, this article analyzes the potential changes in section 102(b)(7) after the Delaware Supreme Court’s improper shift of good faith from care to loyalty, as well as the most recent - and inconsistent - post-Stone cases. This article concludes with a glance at the future of director liability and a proposed solution to the new quagmire presented by Stone. In brief, the Delaware courts need to recognize that good faith is the overarching fiduciary goal, and thus a necessary element of both the duty of loyalty and the duty of care. Further, the Delaware courts need to reverse Stone’s reframing of director oversight claims as primarily loyalty claims and reincorporate the appropriate Caremark duty of care framework.

The United States of America currently faces unprecedented challenges. If our nation fails to effectively answer these challenges - such as fragile national security, the worst economic crisis since the Great Depression, and potentially catastrophic climate change - we will lose our position as a world power. One problem underlies all of the United States’ challenges: Dependence on foreign oil. If the United States can dramatically reduce its oil dependence, the direct effect would be less exposure to Middle Eastern turmoil, dampened competitive pressures in Asia, significantly reduced funds flowing to terrorist activities, and a revived economy.

This article proposes a detailed plan that would efficiently and effectively eliminate the United States’ foreign oil dependence. The foundation of this novel proposal is a significantly increased gasoline tax that would eliminate gasoline consumption and consequently solve our nation’s most pressing challenges.

This article begins by analyzing the root problem of the United States’ most pressing challenges: Staggering foreign oil consumption. This article examines the wide-ranging effects of our immense oil consumption on virtually all aspects of life - including national security, climate change, the world economy, the environment, and public health. This article then proposes a simple solution: A federal gasoline tax large enough to reduce consumer demand to practically zero. A significantly increased gasoline tax is the ideal solution; nothing else so simple can have such an immense impact on all our nation’s most pressing challenges. The discussion begins with the general economic principles underlying a gasoline tax, and then moves to a detailed plan to effectively implement such a gasoline tax. Although virtually all economists support an increased gasoline tax, this article is the first to thoroughly propose such a substantial tax combined with the elimination of fuel economy standards. This article also analyzes the Obama administration’s most recent efforts to stimulate the economy and fight climate change. This article then discusses the results of the proposed gasoline tax and its accompanying precipitous drop in fossil-fuel demand. The article concludes with a detailed look at the alternative-energy solutions that would quickly proliferate in a society devoid of gasoline demand.

This article presents a novel and timely proposal that would efficiently and effectively eliminate the United States’ foreign oil dependence, and at the same time immediately stimulate the economy and build a foundation for long-term economic growth. Hopefully this article will begin the discussion that prompts the United States to lead an international shift toward sustainable growth and prosperity.

This article, entitled “Girls Gone Wild” and Rape Law: Revising Contractual Concept of Consent and Ensuring an Unbiased Application of "Reasonable Doubt” When the Victim Is Non-Traditional (American University Journal of Gender, Social Policy and the Law, Volume 17, Number 1, 2009), argues that the traditional contractual standard for consent applied in rape cases is erroneous and particularly harmful to non-traditional rape victims. It, therefore, proposes a change to what is coined by the author as a “continuum-based” standard of consent. Courts’ treatment of non-traditional rape victims when applying the traditional contractual consent standard perpetuates gender biases that nullify the very purpose of the rape shield laws. These decisions are full of sexist assumptions and inferences about the victim’s sexual behavior, which courts use to justify their decisions to allow evidence of the victim’s past sexual conduct. This type of evidence unfailingly permeates the jury’s decision as to whether or not the alleged victim’s behavior and past acts are worthy of protection.