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Legal Updates for PE and VC Funds
VC Appointed Directors
A recent decision in a case (in which I was personally involved) has been handed down by a bankruptcy judge in the Northern District of Illinois (Eastern Division) in Telesphere Liquidating Trust, vs. Galesi. The decision turned out to be a resounding victory for Galesi, who had been a director of Telesphere Communications, Inc., and was the defendant in the instant action on the theory that he was the “controlling shareholder” of Telesphere and, therefore, owed a fiduciary duty to various parties. To prove Galesi's control, the plaintiff argued that Galesi dominated the board. I had been counsel to Galesi when he invested in Telesphere and was appointed to the board of directors in connection with his investment pursuant to a contractual right he bargained for. To illustrate the point of this article, I quote from two passages of the Judge's opinion:
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.
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.
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.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.
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.