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Indemnification May Add to LLP Protection
Editor's note: The first part of this article focused on various LLP statutes, including sample language, and the basics of the concept of indemnification. We now turn to the potential consequences of indemnification and the future of LLPs.
There are situations when indemnification against the partnership assets may indirectly obligate partners to outside creditors. While many LLP statutes hold that partners are not liable “either directly or indirectly, by way of indemnification, contribution, assessment or otherwise” for the specific claims in which their liability is limited, under contribution laws, many partners still may remain liable for some of the firm's general obligations, including obligations incurred before the firm registered as an LLP. Since, often times, the firm's assets must be exhausted before contribution obligations arise, it may be difficult to allocate the sources of the remaining partnership debt, and as a result, individual partners may indirectly pay towards liabilities for which they are otherwise protected. Bromberg & Ribstein, '3.09(b). There is an emerging trend by which partnership statutes require depletion of partnership assets before plaintiffs can proceed against individual partners for their vicarious. Bromberg & Ribstein, '3.08(b). The marriage of LLP statutes with the exhaustion requirement provides another layer of protection for law firm partners in preventing creditors from accessing partners' assets.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
Second Circuit Reinforces Bankruptcy Code Settlement Payment Safe Harbor
The Second Circuit affirmed the lower courts' judgment that a "transfer made … in connection with a securities contract … by a qualifying financial institution" was entitled "to the protection of ... §546 (e)'s safe harbor ...."