And the Most Notable Legal Terms of 2021 Are…
Ken Bresler
Massachusetts Lawyers Weekly, December 23, 2021
The most notable legal phrases of 2021 weren’t coined in 2021. If they had been, it probably would be too soon to have noticed them and too soon to gauge their impact, longevity, and usefulness. Nonetheless, these notable legal phrases are fairly new, did make news, and are not in Black’s Law Dictionary. Here are my picks and definitions.
6. blank check company. noun. Company that has no specific business plan or purpose or whose business plan is to conduct a merger or acquisition with an unidentified company, companies, entity, or person.
A blank check company encompasses a…
5. special purpose acquisition company (SPAC). noun. Blank check company created to finance, within a set time, a merger or acquisition, which usually has yet to be identified.
Although the terms “blank check company” and “special purpose acquisition company” are used as synonyms, a SPAC is a kind of blank check company, according to the Securities and Exchange Commission.
SPACs and other blank check companies are an alternative to traditional initial public offerings (IPOs). They have been around for years so they’re not the new hot thing, but they did become a newly hot thing. Do you remember 23AndMe, the genetic testing company, and Buzzfeed, the digital media company, going public in 2021? Whether you remember or not, they went public through SPACs.
As of this writing, the SEC and Financial Industry Regulatory Authority are investigating a SPAC that was supposed to take public the new media venture of ex-President Donald Trump.
Still don’t understand SPACs? Don’t worry. On March 31, 2021, the SEC issued a staff statement advising companies to carefully consider “certain accounting, financial reporting and governance issues” before merging with a SPAC. In response, the number of SPACS plummeted. A commentator, Tom Tibbs, predicted that the number of SPACs in 2022 will fall far short of 2021’s number. That means that “blank check company,” “special purpose acquisition company,” and “SPAC” – among 2021’s hottest legal terms – might be lukewarm or even coolish in 2022.
Be on the lookout for “de-SPAC.” Tibbs (the senior product marketing manager for M&A at SS&C Intralinks) writes that “de-SPAC” means “merging a publicly traded SPAC with a private operating company, resulting in an operating company that then itself becomes publicly traded.” Who knows? This could become a notable legal phrase of 2022.
4. shadow docket. noun. U.S. Supreme Court’s list of orders and summary decisions that lack typical procedure and transparency. 9 N.Y.U. J.L. & Liberty 1 (2015).
The legal controversy over abortion just won’t end and won’t stop generating new legal terms – or at least bringing them to our attention. In 2015, I called “fetal assault law” the most notable legal term of the year. (Tennessee’s law expired the next year.) I added “targeted regulation of abortion providers (TRAP)” to my online legal dictionary in 2016, and “fetal heartbeat bill” in 2019. (My online dictionary is at www.ClearWriting.com/dictionary.)
A law review article coined “shadow docket” six years ago. The term hit the news after the U.S. Supreme Court on September 1, 2021 allowed the new Texas Heartbeat Act, illegalizing most abortions, to remain in effect while the case was fully briefed and argued. (Yes, the Texas legislation is a fetal heartbeat bill.)
On December 1, 2021, the U.S. Supreme Court heard oral argument on a Mississippi law that could be a vehicle to overturn or curtail Roe v. Wade. That leads me to define “trigger law,” which has nothing to do with guns or emotional triggers. I’m not naming this as a notable legal term of 2021, but this is a good place to discuss another abortion-related phrase.
trigger law. noun. Contingent state law generally banning abortions that will become effective – be triggered – if the Supreme Court overturns or curtails Roe v. Wade, which protects a woman’s constitutional right to decide whether to abort a pregnancy.
Twelve states, as of this writing, have trigger laws: Arkansas, Idaho, Kentucky, Louisiana, Mississippi, Missouri, North Dakota, Oklahoma, South Dakota, Tennessee, Texas, and Utah. Most trigger laws were enacted during the Trump Administration, when opponents of abortion rights became heartened with the appointment of conservatives Neil Gorsuch and Brett Kavanaugh as Supreme Court justices.
Who knows? The most notable legal phrase of 2022 could be “trigger law.”
As for 2021, the pandemic generated the last three notable legal terms, which, unlike “trigger law,” are fairly self-explanatory and don’t need definitions.
3. mask mandate.
Most reported legal cases in 2021 using “mask mandate” involved individual litigants challenging such mandates. On September 30, 2021, the South Carolina Supreme Court upheld what is in effect a state legislative ban on public schools imposing mask mandates on students and staff. Call it a mask anti-mandate.
2. vaccine passport.
This legal term emerged in three scenarios: jurisdictions creating a verified documentation system of people’s vaccination status; jurisdictions requiring people to have and show vaccine passports for certain activities; and jurisdictions banning vaccine passports.
On November 29, 2021, Massachusetts Governor Charlie Baker announced that the Bay State would be part of a consortium of 15 to 20 states to introduce a vaccine passport based on a QR code. As of this writing, further details have not been announced.
On September 13, 2021, New York City became the first city in the U.S. to require people to show proof of vaccination to enter indoor public spaces, such as restaurants, gyms, cinemas, sports arenas, and museums. The requirement continued to expand through December 2021, including by lowering the age of people who needed proof of vaccination.
Various states have banned vaccine passports by legislation or executive order. Florida did so early on by executive order on April 2, 2021, barring state government entities from issuing “vaccine passports, vaccine passes, or other standardized documentation for the purpose of certifying an individual’s COVID-19 vaccination record….” Florida businesses are barred from requiring vaccine passports.
1. vaccine mandate, also called vaccination mandate.
The term existed before the COVID-19 pandemic. It referred to required vaccines against other diseases. Reported legal cases using the term proliferated in mid-2021. A recent and prominent use of the term happened on December 13, 2021, when the U.S. Supreme Court denied an application to block New York State’s regulation requiring healthcare workers to be vaccinated against COVID-19. Justice Gorsuch dissented from the denial, used the term “vaccine mandate,” and quoted a New York news release that used “vaccination mandate.”
Almost 117 years earlier, on February 20, 1905, the U.S. Supreme Court upheld the constitutionality of Cambridge’s smallpox vaccine mandate for all inhabitants, authorized under a Massachusetts statute. Did the case, Jacobson v. Massachusetts, use the term “vaccine mandate”? No, it used “compulsory vaccination law.”
Legal terminology keeps on evolving. Unfortunately, so does COVID-19.