Taboo Trades

On this episode, George Mason Law's Ilya Somin joins me and UVA Law students Joseph Camano ('24) and Dennis Ting ('24) to discuss the full implications of "My Body, My Choice." Somin argues that the principle has implications that go far beyond abortion (including paying kidney donors, and abolishing the draft and mandatory jury service) and that both liberals and conservatives are inconsistent in their application. ILYA SOMIN is Professor of Law at George Mason University and the B. Kenneth Simon Chair in Constitutional Studies at the Cato Institute. His research focuses on constitutional law, property law, democratic theory, federalism, and migration rights.  He is the author of  Free to Move: Foot Voting, Migration, and Political Freedom (Oxford University Press, 2020, revised and expanded edition, 2021), Democracy and Political Ignorance: Why Smaller Government is Smarter (Stanford University Press, revised and expanded second edition, 2016), and The Grasping Hand: Kelo v. City of New London and the Limits of Eminent Domain (University of Chicago Press, 2015, rev. paperback ed., 2016), co-author of A Conspiracy Against Obamacare: The Volokh Conspiracy and the Health Care Case (Palgrave Macmillan, 2013), and co-editor of Eminent Domain: A Comparative Perspective (Cambridge University Press, 2017).  Democracy and Political Ignorance has been translated into Italian and Japanese. Further Reading:Ilya Somin bio, George Mason Law SchoolIlya Somin, Democracy and Political Ignorance: Why Smaller Government is Smarter (Stanford University Press, revised and expanded second edition, 2016)Ilya Somin,  Free to Move: Foot Voting, Migration, and Political Freedom (Oxford University Press, 2020, revised and expanded edition, 2021)

Welcome to season 4 with UVA Law students:Aamina MariamAnu GoelDarius AdelDennis TingGabriele JosephsJenna SmithJulia D'RozarioKate GranruthLiam BourqueMary Beth Bloomer

My guests this week are my UVA Law colleagues, Naomi Cahn and Julia Mahoney. We’re discussing their recent article in The Conversation, “Who Keeps The Wedding Ring After A Breakup?” We also discuss work by Margaret Brinig, Rebecca Tushnet, and Viviana Zelizer. Finally, we demonstrate that I utterly fail to understand engagement ring pricing.  Naomi Cahn is the Justice Anthony M. Kennedy Distinguished Professor of Law at the University of Virginia and is an expert in family law, trusts and estates, feminist jurisprudence, reproductive technology, and aging and the law. She is the co-director of UVA Law’s Family Law Center. Julia Mahoney is the John S. Battle Professor of Law at the University of Virginia, where she teaches courses in property and constitutional law, as well as a seminar, “Feminism and the Free Market.” Her scholarship includes works on altruism and the provision of biomedical technologies. Naomi Cahn and Julia D. Mahoney, Who keeps the engagement ring after a breakup? 2 law professors explain why you might want a prenup for your diamond, The Conversation, March 22, 2023Julia Mahoney Bio, University of VirginiaNaomi Cahn Bio, University of VirginiaCourse description, Feminism and the Free MarketMargaret F. Brinig, Rings and Promises, 6 J.L. Econ & Org. 203 (1990). Tushnet, Rebecca. "Rules of engagement." Yale LJ 107 (1997): 2583.Viviana A. Zelizer, The Purchase of Intimacy, Princeton University Press (2007)

My guests today are Mark Fenster of the University of Florida Levin College of Law and Dave Hoffman of the University of Pennsylvania Carey Law School. We’re discussing Mark’s recent article, How Reputational Nondisclosure Agreements Fail (Or, In Praise of Breach), forthcoming in The Marquette Law Review. Mark Fenster is the Marshall M. Criser Eminent Scholar Chair in Electronic Communications and Administrative Law at the Levin College of Law. His legal research has focused on government transparency, legal intellectual history, and constitutional limits on government regulation. He is the author of the book The Transparency Fix: Secrets, Leaks, and Uncontrollable Government Information (Stanford University Press, 2017), and his articles and essays have appeared in the California Law Review, Michigan Law Review, and the Iowa Law Review, among others. David Hoffman is the William A. Schnader Professor of Law and Deputy Dean at the University of Pennsylvania Carey Law School. Professor Hoffman is a widely-cited scholar who focuses his research and teaching on contract law.  His work is typically interdisciplinary, built through collaboration with co-authors from a variety of fields. He has engaged in the national conversation sparked by the #metoo movement, publishing a paper with a (then) Penn Carey Law student that argues that nondisclosure clauses in employment contracts violate public policy.Further Reading:Mark Fenster Bio, University of FloridaDave Hoffman Bio, University of PennsylvaniaMark Fenster, How Reputational Nondisclosure Agreements Fail (Or, In Praise of Breach), SSRNDavid Hoffman & Erik Lampmann, Hushing Contracts  

My guests today are my UVA Law colleague, Mike Gilbert, and University of Alabama Professor, Yonathan Arbel. We’re discussing their paper, Truth Bounties: A Market Solution to Fake News, forthcoming in the University of North Carolina Law Review.  Mike Gilbert is the vice dean and a Professor of Law at the University of Virginia School of Law. He teaches courses on election law, legislation, and law and economics, and his current research focuses on misinformation, corruption, and the role of “prosocial” preferences such as empathy in law.  Yonathan Arbel is an Associate Professor of Law at the University of Alabama School of Law. His work focuses on commercial, consumer, and private law; and his methodology combines doctrinal, economic, and socio-legal analysis.  Further Reading:Truth Bounties: A Market Solution to Fake NewsSlicing Defamation by Contract by Yonathan ArbelHow Do You Stop Fake News? Guarantee the TruthCarlill v Carbolic Smoke Ball CoMichael Gilbert Bio, UVA LawYonathan Arbel Bio, University of Alabama Law

Today’s guest is the Israeli sociologist, Hagai Boas, a four-time organ transplant recipient and the author of The Political Economy of Organ Transplantation, published by Routledge. Hagai is the second transplant recipient on the podcast (Sally Satel, an earlier guest, has received two kidney transplants), but I’ve never met anyone before who has been transplanted *four* times, or who has purchased an organ on the black market, as Hagai did with his third transplant. Boas is the director of the Science, Technology, and Society unit at Van Leer Jerusalem Institute. He is also a senior lecturer in the Department of Politics and Government at Ben-Gurion University. 

Today, I'm joined by two fabulous guests: Marielle Gross, Assistant Professor of Obstetrics, Gynecology, and Reproductive Sciences at the University of Pittsburgh, and renaissance man, Brian Frye, the Spears-Gilbert Professor of Law at the University of Kentucky.  Marielle provides clinical care at UPMC Altoona and her research focuses on the application of technology and elimination of bias as a means of promoting evidence-basis, equity and efficiency in women’s healthcare. Today, we’re discussing heny, Inc., a start up that Marielle founded that utilizes NFTs to allow breast cancer patients to remain connected to their biopsy results. When patients participate in research studies, their names and identifying features are taken off of their samples – in other words, they are deidentified. What this means is that if researchers find medically relevant information, they can’t pass that on to the patient. Nor can patients share in any of the profits that research on their tissue might generate. As we discuss in this episode, Marielle was inspired by the infamous Henrietta Lacks case to create a non-fungible NFT-like token that allows breast cancer patients to track and learn about research on their donated tumor and tissues.  That’s where Brian Frye comes in: he teaches courses on patent and intellectural property law, and has published widely about NFTs. Many of his articles are linked in the show notes. Brian is also a filmmaker. He produced the documentary Our Nixon (2013), which was broadcast by CNN and opened theatrically nationwide. His short films and videos have shown in the 2002 Whitney Biennial, the New York Film Festival, and the San Francisco International Film Festival, among other venues, and are in the permanent collection of the Whitney Museum of American Art. If you don’t get enough of Brian in this episode, then make sure to listen to my earlier bonus episode: The Plagiarism Taboo with Brian Frye.  Further reading and listening: Marielle S Gross, MD; Amelia J Hood, MA; Robert C Miller Jr, BA, Nonfungible Tokens as a Blockchain Solution to Ethical Challenges for the Secondary Use of Biospecimens: Viewpoint, JMIR Bioinform Biotech 2021;2(1):e29905) doi: 10.2196/29905; https://bioinform.jmir.org/2021/1/e29905 This Pitt professor’s startup applies NFTs to bioethics, Technical.ly, Sept. 13, 2022; https://technical.ly/startups/heny-nfts-bioethics-marielle-gross/ The Plagiarism Taboo with Brian Frye, https://www.buzzsprout.com/1227113/episodes/11050801 Frye, Brian L., NFTs & the Death of Art (April 19, 2021). Available at SSRN: https://ssrn.com/abstract=3829399 or http://dx.doi.org/10.2139/ssrn.3829399 Frye, Brian L., How to Sell NFTs Without Really Trying (September 25, 2021). 13 Harvard Journal of Sports and Entertainment Law 113 (2022), Available at SSRN: https://ssrn.com/abstract=3930430 Frye, Brian L., After Copyright: Pwning NFTs in a Clout Economy (November 25, 2021). 45 Colum. J.L.& Arts 341 (2022), Available at SSRN: https://ssrn.com/abstract=3971240 or http://dx.doi.org/10.2139/ssrn.3971240 Frye, Brian L., The Art of the Token (March 16, 2022). Stanford Journal of Blockchain Law & Policy, Available at SSRN: https://ssrn.com/abstract=4059574 

 And so concludes another season of the Taboo Trades podcast,courtesy of me, Kim Krawiec, and the fabulous students at the University of Virginia. But never fear, I have some wonderful bonus episodes lined up over the coming months, with interesting guests, and I’ve invited some very special colleagues to join me as guest co-hosts.   

In this episode, Holly Fernandez Lynch and I continue our discussion of clinical research ethics with co-hosts Rahima Ghafoori and Caroline Gozigian (UVA Law '23). In this Part 2 of our interview, we focus on questions of payment, exploitation, and trust. As a reminder, in Part I, Holly introduced the basic regulatory framework governing clinical trials, with a focus on laws and rules impacting payment. She also discussed the benefits of and concerns about human challenge studies, and shared some historical examples. Holly Fernandez Lynch, JD, MBE, is Assistant Professor of Medical Ethics in the Department of Medical Ethics and Health Policy at the Perelman School of Medicine (PSOM), University of Pennsylvania. She has a secondary appointment as an Assistant Professor of Law at the University of Pennsylvania Carey Law School.A lawyer and bioethicist by training, Professor Fernandez Lynch’s scholarly work focuses on Food and Drug Administration (FDA) pharmaceutical policy, access to investigational medicines outside clinical trials, clinical research ethics, and the ethics of gatekeeping in health care. Her specific areas of expertise include Institutional Review Board (IRB) quality, payment to research participants, research prioritization, pre-approval access pathways (e.g., Expanded Access, Emergency Use Authorization, and Right to Try), and efforts to balance speed and certainty in drug approvals, including pathways that rely on post-approval trials such as accelerated approval. Links:Lynch HF, Darton TC, Levy J, McCormick F, Ogbogu U, Payne RO, Roth AE, Shah AJ, Smiley T, Largent EA. Promoting Ethical Payment in Human Infection Challenge Studies. Am J Bioeth. 2021 Mar;21(3):11-31. doi: 10.1080/15265161.2020.1854368. Epub 2021 Feb 4. PubMed PMID: 33541252.Shah SK, Miller FG, Darton TC, Duenas D, Emerson C, Lynch HF, Jamrozik E, Jecker NS, Kamuya D, Kapulu M, Kimmelman J, MacKay D, Memoli MJ, Murphy SC, Palacios R, Richie TL, Roestenberg M, Saxena A, Saylor K, Selgelid MJ, Vaswani V, Rid A. Ethics of controlled human infection to address COVID-19. Science. 2020 May 22;368(6493):832-834. doi: 10.1126/science.abc1076. Epub 2020 May 7. PubMed PMID: 32381590.Largent EA, Heffernan KG, Joffe S, Lynch HF. Paying Clinical Trial Participants: Legal Risks and Mitigation Strategies. J Clin Oncol. 2020 Feb 20;38(6):532-537. doi: 10.1200/JCO.19.00250. Epub 2019 Jun 14. PubMed PMID: 31199697.

Holly Fernandez Lynch and I discuss clinical research ethics, including challenge trials, research subject payment, and diversity in medical research with co-hosts Rahima          Ghafoori and Caroline Gozigian (UVA Law '23). In this episode, Holly introduces the basic regulatory framework governing clinical trials, with a focus on laws and rules impacting payment. She also discusses the benefits of and concerns about human challenge studies, and shares some historical examples. In the next episode, Part II of our interview, we explore issues of coercion, inducement, and exploitation more explicitly.Holly Fernandez Lynch, JD, MBE, is Assistant Professor of Medical Ethics in the Department of Medical Ethics and Health Policy at the Perelman School of Medicine (PSOM), University of Pennsylvania. She co-chairs the PSOM Research Ethics and Policy Series (REPS) and serves as Assistant Faculty Director of Online Educational Initiatives in the Department, where she helps lead the Master of Health Care Innovation. She has a secondary appointment as an Assistant Professor of Law at the University of Pennsylvania Carey Law School.A lawyer and bioethicist by training, Professor Fernandez Lynch’s scholarly work focuses on Food and Drug Administration (FDA) pharmaceutical policy, access to investigational medicines outside clinical trials, clinical research ethics, and the ethics of gatekeeping in health care. Her specific areas of expertise include Institutional Review Board (IRB) quality, payment to research participants, research prioritization, pre-approval access pathways (e.g., Expanded Access, Emergency Use Authorization, and Right to Try), and efforts to balance speed and certainty in drug approvals, including pathways that rely on post-approval trials such as accelerated approval.Links:Lynch HF, Darton TC, Levy J, McCormick F, Ogbogu U, Payne RO, Roth AE, Shah AJ, Smiley T, Largent EA. Promoting Ethical Payment in Human Infection Challenge Studies. Am J Bioeth. 2021 Mar;21(3):11-31. doi: 10.1080/15265161.2020.1854368. Epub 2021 Feb 4. PubMed PMID: 33541252.Shah SK, Miller FG, Darton TC, Duenas D, Emerson C, Lynch HF, Jamrozik E, Jecker NS, Kamuya D, Kapulu M, Kimmelman J, MacKay D, Memoli MJ, Murphy SC, Palacios R, Richie TL, Roestenberg M, Saxena A, Saylor K, Selgelid MJ, Vaswani V, Rid A. Ethics of controlled human infection to address COVID-19. Science. 2020 May 22;368(6493):832-834. doi: 10.1126/science.abc1076. Epub 2020 May 7. PubMed PMID: 32381590.Largent EA, Heffernan KG, Joffe S, Lynch HF. Paying Clinical Trial Participants: Legal Risks and Mitigation Strategies. J Clin Oncol. 2020 Feb 20;38(6):532-537. doi: 10.1200/JCO.19.00250. Epub 2019 Jun 14. PubMed PMID: 31199697.

In today’s episode, UVA Law 3Ls, Makenna Cherry and Meghana Puchalapalli join me to continue our discussion with Lancaster University professor Stephen Wilkinson. Wilkinson is a Professor of Bioethics, Associate Dean for Research for the Faculty of Arts and Social Sciences, and Chair of the University Research Ethics Committee.Much of his work is about reproductive ethics and the regulation of reproductive technologies, especially the ethics of selective reproduction. A book on this topic (Choosing Tomorrow’s Children, Oxford University Press) was published in 2010. Since then, particular interests have included ethical issues raised by uterus transplantation, non-invasive pre-natal testing, mitochondrial replacement, new sources of eggs and sperm, genome editing, surrogacy, and public funding for infertility treatment.Another abiding interest is the commercial exploitation of the human body, which was the subject of his first book, Bodies for Sale (Routledge, 2003), which we discuss in this episode, together with his 2016 article, Exploitation in international paid surrogacy arrangements, which appeared in the Journal of Applied Philosophy. Professor Stephen Wilkinson Bio, Lancaster University: https://www.lancaster.ac.uk/ppr/people/stephen-wilkinson Exploitation in international paid surrogacy arrangementsWilkinson, S. 05/2016 In: Journal of Applied Philosophy. 33, 2, p. 125-145 Bodies for sale: ethics and exploitation in the human body tradeWilkinson, S. 2003 New York : Routledge. 248 p. ISBN: 9780415266253 .

My guest today is Lancaster University professor Stephen Wilkinson and I’m joined by two UVA Law 3L co-hosts, Makenna Cherry and Meghana Puchalapalli. Wilkinson is a Professor of Bioethics, Associate Dean for Research for the Faculty of Arts and Social Sciences, and Chair of the University Research Ethics Committee.Much of his work is about reproductive ethics and the regulation of reproductive technologies, especially the ethics of selective reproduction. A book on this topic (Choosing Tomorrow’s Children, Oxford University Press) was published in 2010. Since then, particular interests have included ethical issues raised by uterus transplantation, non-invasive pre-natal testing, mitochondrial replacement, new sources of eggs and sperm, genome editing, surrogacy, and public funding for infertility treatment.Another abiding interest is the commercial exploitation of the human body, which was the subject of his first book, Bodies for Sale (Routledge, 2003), which we discuss in this episode, together with his 2016 article, Exploitation in international paid surrogacy arrangements, which appeared in the Journal of Applied Philosophy. Professor Stephen Wilkinson Bio, Lancaster University: https://www.lancaster.ac.uk/ppr/people/stephen-wilkinson Exploitation in international paid surrogacy arrangementsWilkinson, S. 05/2016 In: Journal of Applied Philosophy. 33, 2, p. 125-145 Bodies for sale: ethics and exploitation in the human body tradeWilkinson, S. 2003 New York : Routledge. 248 p. ISBN: 9780415266253 .

In today’s episode, UVA Law 3Ls Reidar Composano and Bryan Blaylock join me to continue our discussion with University of Chicago Law professor, Mary Anne Case, about her forthcoming paper, Donorsexuality. The f-bomb is dropped (but for reasons relevant to the paper) and I emphasize (again) that all this Con Law talk is not welcome on my podcast. No one listens to me.  Case litigated for Paul, Weiss, Rifkind, Wharton & Garrison and was professor of law and Class of 1966 Research Professor at the University of Virginia before joining the Chicago Law School faculty. Her scholarship has concentrated on the regulation of sex, gender, sexuality, religion, and family; and the early history of feminism. Mary Anne Case faculty bio: https://www.law.uchicago.edu/faculty/case

University of Chicago Law professor, Mary Anne Case, joins me and UVA Law 3Ls Reidar Composano and Bryan Blaylock to discuss her forthcoming paper, Donorsexuality. The f-bomb is dropped (but for reasons relevant to the paper) and I emphasize (again) that all this Con Law talk is not welcome on my podcast. No one listens to me. Case litigated for Paul, Weiss, Rifkind, Wharton & Garrison and was professor of law and Class of 1966 Research Professor at the University of Virginia before joining the Chicago Law School faculty. Her scholarship has concentrated on the regulation of sex, gender, sexuality, religion, and family; and the early history of feminism. Mary Anne Case faculty bio: https://www.law.uchicago.edu/faculty/case

Jonathan Peterson and I continue our discussion of prisons, commodification, and privatization, together with UVA Law 3Ls Ryan Fitzgerald and Mary Talkington.  Peterson is an Associate Professor of Philosophy at Loyola New Orleans and the paper we’re discussing is forthcoming in the Routledge Handbook on Commodification, edited by Elodie Bertrand and Vida Panitch. (As mentioned in the last episode, I have a chapter in the Handbook as well) Jonathan’s research specializations are in philosophy of law and political philosophy. His current research focuses on political authority, social justice, criminal law, and punishment. Jonathan’s paper is an important read for anyone interested in prison reform. We hope you enjoy this final portion of our discussion. Jonathan Peterson's webpage at Loyola New Orleans: http://cas.loyno.edu/philosophy/bios/jonathan-peterson 

In this episode, I – together with UVA Law 3Ls Ryan Fitzgerald and Mary Talkington -- interview Jonathan Peterson, an Associate Professor of Philosophy at Loyola New Orleans, about commodification and privatization in prisons. The paper we’re discussing is forthcoming in the Routledge Handbook on Commodification, edited by Elodie Bertrand and Vida Panitch. Jonathan’s research specializations are in philosophy of law and political philosophy. His current research focuses on political authority, social justice, criminal law, and punishment. Jonathan Peterson's webpage at Loyola New Orleans: http://cas.loyno.edu/philosophy/bios/jonathan-peterson 

In this episode, UVA Law 3L Marley Peters and I continue our discussion with Brittany Farr, Assistant Professor of Law at NYU School of Law. We’re discussing her article, Breach By Violence, which is forthcoming in the UCLA Law Review. It analyzes the use of private law by sharecroppers and tenant farmers in the Jim Crow South to address violent breaches of contract by landlords. To hear the full interview, make sure to also listen to the prior episode, Episode 3.  Farr is a scholar of private law and race. With more than a decade of interdisciplinary training, her research draws on history, legal theory, and cultural studies to theorize how marginalized populations have availed themselves of otherwise inhospitable legal regimes. In particular, her research focuses on enslaved and free African Americans’ use of contract law during the nineteenth and early twentieth centuries and interrogates the ways in which contract law mediated African Americans’ relationship to bodily autonomy, economic freedom, and legal agency both during and after slavery.   Brittany Farr NYU Homepage: https://its.law.nyu.edu/facultyprofiles/index.cfm?fuseaction=profile.overview&personid=57053 Interview with Samuel James (S. J.) and Leonia Farrar, May 28, 2003. Interview K-0652. Southern Oral History Program Collection (#4007). https://docsouth.unc.edu/sohp/playback.html?base_file=K-0652&duration=01:29:20 Oral history with 84 year old black female, Joiner, Arkansas https://www.loc.gov/item/afccal000030

In this episode, UVA Law 3L Marley Peters and I interview Brittany Farr, Assistant Professor of Law at NYU School of Law. Farr is a scholar of private law and race. With more than a decade of interdisciplinary training, her research draws on history, legal theory, and cultural studies to theorize how marginalized populations have availed themselves of otherwise inhospitable legal regimes. In particular, her research focuses on enslaved and free African Americans’ use of contract law during the nineteenth and early twentieth centuries and interrogates the ways in which contract law mediated African Americans’ relationship to bodily autonomy, economic freedom, and legal agency both during and after slavery.  We’re discussing her article, Breach By Violence, forthcoming in the UCLA Law Review, which analyzes the use of private law by sharecroppers and tenant farmers in the Jim Crow South to address violent breaches of contract by landlords.  Brittany Farr NYU Homepage: https://its.law.nyu.edu/facultyprofiles/index.cfm?fuseaction=profile.overview&personid=57053 Interview with Samuel James (S. J.) and Leonia Farrar, May 28, 2003. Interview K-0652. Southern Oral History Program Collection (#4007). https://docsouth.unc.edu/sohp/playback.html?base_file=K-0652&duration=01:29:20 Oral history with 84 year old black female, Joiner, Arkansas https://www.loc.gov/item/afccal000030 

In this episode, we continue our discussion with Nathan B. Oman, the W. Taylor Reveley III Research Professor and Co-Director of the Center for the Study of Law and Markets at William & Mary School of Law. Nate specializes in Contract Law, the Economic Analysis of Law, Jurisprudence, Law and Religion, and Legal History. Today, we’re discussing his 2009 article, Specific Performance and the Thirteenth Amendment, published in the Minnesota Law Review. As I mentioned in episode 1, the article first came to my attention this summer, when the internet erupted with suggestions that the specific performance clause in the Elon Musk (more precisely, X Holdings) merger agreement with Twitter wasn’t enforceable because of the 13th Amendment. As you heard in our last episode, Nate strongly disagrees with that take.  I’ve split my discussion with Nate into two parts. In Episode 1, largely driven by questions from UVA Law 3Ls Bridget Boyd and Jenn Scoler, we discussed the Musk-Twitter litigation and the various provisions of the merger agreement, including the specific performance provision and the termination fee. In this episode, we delve more deeply into Nate’s analysis of the scope of the 13th amendment’s prohibition against indentured servitude and its relation to the specific performance of personal service contracts. As always, we spend some time on examples from the world of sports . . . because hey, we’re in Virginia. Links:Nathan B. Oman faculty bio https://law2.wm.edu/faculty/bios/fulltime/nboman.php Nathan B. Oman, Specific Performance and the Thirteenth Amendment, 93 MINN. L. REV. 2020 (2009). https://www.minnesotalawreview.org/wp-content/uploads/2012/01/Oman_MLR.pdfAmendment and Plan of Merger by and among X Holdings I, Inc., X Holdings II, Inc. and Twitter, Inc. dated as of April 25, 2022 https://kimberlydkrawiec.org/wp-content/uploads/2022/09/Musk-Twitter-Agreement.pdf

In this episode, UVA Law 3Ls Bridget Boyd and Jenn Scoler join me to interview Nathan B. Oman, the W. Taylor Reveley III Research Professor and Co-Director of the Center for the Study of Law and Markets at William & Mary School of Law. Nate specializes in Contract Law, the Economic Analysis of Law, Jurisprudence, Law and Religion, and Legal History. Today, we’re discussing his 2009 article, Specific Performance and the Thirteenth Amendment, published in the Minnesota Law Review. The article first came to my attention this summer, when the internet erupted with suggestions that the specific performance clause in the Elon Musk (more precisely, X Holdings) merger agreement with Twitter wasn’t enforceable because of the 13thAmendment. As you’ll hear in this episode, Nate is having none of that.  I’ve split my discussion with Nate into two parts. In this Part, largely driven by questions from Bridget and Jenn, we discuss the Musk-Twitter litigation and the various provisions of the merger agreement, including the specific performance provision and the termination fee. If you’re covering that litigation in class this year, in my completely and wholly unbiased view , the episode makes a really nice introduction for students to some of the issues.  Links:Nathan B. Oman faculty bio https://law2.wm.edu/faculty/bios/fulltime/nboman.phpNathan B. Oman, Specific Performance and the Thirteenth Amendment, 93 MINN. L. REV. 2020 (2009). https://www.minnesotalawreview.org/wp-content/uploads/2012/01/Oman_MLR.pdfAmendment and Plan of Merger by and among X Holdings I, Inc., X Holdings II, Inc. and Twitter, Inc. dated as of April 25, 2022 https://kimberlydkrawiec.org/wp-content/uploads/2022/09/Musk-Twitter-Agreement.pdf