With an advanced corporate code and a highly respected Court of Chancery, Delaware has long been America’s home for big business. But its status may be in jeopardy. Within the past year, the Court of Chancery has shattered two market practices and reminded stakeholders of the uncertain nature of fiduciary duties.

Corporations have responded. Termed “DExit,” corporations are leaving Delaware for competing jurisdictions, namely Texas and Nevada. Part I of this Comment discusses the gravity of DExit and how a larger exodus of corporations will hurt Delaware taxpayers. It also explains the negative effects of excessive unpredictability. Furthermore, Part I details Delaware’s efforts to increase predictability and how those efforts have fallen short. Part II generally explores certified questions, explaining how certification works, the history of certification, and the arguments for and against certification. Part II also briefly explains how certified questions can fill the gaps that dicta leave untouched. Part III argues that Delaware should allow the Council to certify questions to the Delaware Supreme Court. It first details the Council’s integral role in developing Delaware law and its incentives to ensure Delaware’s continued success while also recognizing the Council’s flaws. It concludes by discussing the necessary changes to implement the proposal.

University logos and insignias—once limited to athletic uniforms and official stationery—now appear on everything from high-end apparel to mass-produced mugs. Collegiate merchandising is a massive industry, generating $14.8 billion in 2023 alone. Infringers have followed close behind, producing look-alike goods that blur the line between authorized merchandise and unauthorized imitation.

As universities increasingly pursue infringers, defendants have seized on a principle of trademark law to fight back: the ornamental use doctrine. Originally intended to prevent the registration of marks that serve merely as decorative features rather than source identifiers, the doctrine has morphed into an affirmative defense that challenges the validity of the plaintiff’s mark. Alleged infringers argue that university logos emblazoned on t-shirts, hats, or posters are not functioning as trademarks at all, but instead merely as ornamentation. Pennsylvania State University v. Vintage Brand, LLC (“Penn State”) is the most recent example of this trend, underscoring the confusion surrounding how courts ought to apply the ornamental use doctrine.

Using Penn State as a focal point, this Comment traces the judicial inconsistencies in the analysis of the ornamental use doctrine in collegiate merchandising cases. Ultimately, this Comment argues for a more uniform approach that incorporates two additional factors rooted in consumer protection theory: the emotional impact of advertisements and the presence of consumer-facing economic harm. This Comment’s proposals lay the groundwork for more principled and judicially consistent outcomes across circuits.

The digital world is becoming a one-way mirror: tech companies gain unprecedented knowledge of individuals who remain ignorant of how companies handle their data. Tech giants have been able to discreetly train their artificial intelligence models on vast troves of personal data, raising privacy concerns. This shows that we have yet to fully learn the lessons of the Cambridge Analytica scandal, where the infamous company misused the personal data of millions of people until the misdeeds were revealed by whistleblowers. A largely overlooked aspect of the scandal is that the law failed to enable timely detection of anomalies because data controllers lurked in the shadows. The ultimate lesson is how to achieve more meaningful organizational transparency that helps safeguard consumer privacy. Three major data privacy laws enacted after the scandal—the General Data Protection Regulation of the European Union, the California Privacy Rights Act, and the Personal Information Protection Law of China—all attempt to enhance transparency of data processing, but none have achieved the goal.

This Article builds on the disclosure requirements in securities laws and proposes that ex post transparency, the requirement for data controllers to disclose their actual data processing activities, will deliver more meaningful transparency. Such disclosure must be directly accessible to the public, revealing information based on reviews and audits. It will compel data controllers to take greater precautions because they know their behaviors will be subject to public scrutiny, and will thus provide a feasible way to shatter the one-way mirror.

 This Article explores the Nicotine Free Generation (“NFG”) policy, an emerging endgame strategy for tobacco products that employs a completely novel legal design. Tobacco remains the leading cause of preventable death, killing almost half of its users and imposing $600 billion in social costs each year. We see two basic choices for regulating sales: prohibition or a legal age-gate, such as twenty-one, for retail sales. NFG charts a third way. Recognizing the dire harm of tobacco and the serious consequences of abrupt prohibition, NFG lays the groundwork for a gradual transition to a sales sunset. In place of the twenty-one age-gate, NFG creates a divide between those who are of age and those who are not when the law passes, using a birthdate to divide the two cohorts. For those of age when the birthdate is set, NFG leaves the existing market in place, and so it delivers no shock to the market or social practices. It focuses instead on preventing the creation of future demand by preventing sales to everyone born after the designated birth date. NFG’s gradualism is in stark contrast to prohibition’s comprehensive ban, which removed a product from people who used it.

This Article explains the imperative for state intervention on the corporate exploitation of adolescent development, recognizing that adolescent decision-making has a long tail into adulthood. The market for tobacco products exists at the juncture of addiction and adolescence. Both are essential to its continued existence, with adolescence being the spark and addiction the fuel to long-term sales revenue. NFG takes addiction seriously by exempting from the regulation’s impact those people who are currently dependent on the product. NFG has been adopted in twenty-two cities and towns in Massachusetts and introduced in five state legislatures. Two nations, the Maldives and the United Kingdom, have recently adopted a version of NFG.

This Article is the first to evaluate NFG’s legal design, explaining the way it finesses the challenges of adolescence and of addiction to provide a hopeful path and to set an example for endgame strategies in other fields. Tobacco is known to be deadly beyond compare, without countervailing usefulness, almost never initiated in developmental adulthood, and regretted by most of its users. NFG charts a new course to eliminating its harms.

Government records are fuel for the engine of investigative reporting. Using documents obtained through freedom-of-information requests, journalists regularly expose waste, mismanagement, and corruption across every level of government, from Cabinet-level federal agencies to the tiniest local police department. The Supreme Court of the United States has recognized the foundational role of accessible government documents “to ensure an informed citizenry, vital to the functioning of a democratic society, needed to check against corruption and to hold the governors accountable to the governed.” But records are notoriously challenging to obtain.

This Article proposes a better system. Drawing on a very different body of law—the law of public utilities—the Article recommends enacting a system of “net metering” that would enable news organizations to earn government compensation for adding value to public records. Just as the owners of rooftop solar-power arrays can offset their electric bills by selling power back to the utility grid, news outlets should be compensated for generating public serving datasets—in effect, doing the job that the government should be doing itself. This Article attempts to lay out a case for why “net metering” makes sense in the newsroom context, and how a net metering compensation approach might work in practice

Wage theft is a crime.” Workers, their advocates, and even some policymakers have made this declaration repeatedly to emphasize the severity of violations of wage and hour laws. In recent years, this campaign has moved beyond mere rhetoric into increased criminal enforcement. Various obstacles to seeking remedies through the civil system have buoyed this expansion. This Article critiques criminal strategies to remedy wage theft. It first identifies three spheres of harm caused by wage theft: (1) to individuals laboring in low-wage industries; (2) to the workplaces where employers engage in wage theft, and (3) to communities to which impacted workers be-long. It then examines the criminal penalty provisions on the books in all fifty states and Washington, D.C., and analyzes their implementation in selected jurisdictions, using data gathered from various sources. This close examination of criminal penalties and their enforcement uncovers a deep disconnect between what criminal strategies seek to achieve–or are even capable of achieving—and the harms for which impacted workers seek remedies. The Article argues that various practices in the criminal system utilized in wage theft prosecutions, such as an emphasis on incarceration to coerce compliance and a rigid adversarial system, further entrench practices detrimental to the communities most impacted by wage theft and undermine efforts to engage workers collectively and to build coalitions across racial and immigrant justice movements. The Article identifies various anti-wage theft strategies that align more closely with remedying the harms experienced by workers. It concludes by renewing a call to center workers’ experiences in develop-ing anti-wage theft strategies and to invest in strategies that seek structural change, both within and outside of the legal system.