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'Now for Something Completely Different'
No franchise agreement, despite its length and the genius of its drafting, anticipates all commercial realities and advances over its intended life span. For example, until the mid-to-late 1990s, the Internet was a novelty of the military, academia, and entertainment industry, and it formed no part of the commercial landscape for business format franchises. As franchise systems and methods of operation evolve in our technological society, how much of the future should the draftsperson attempt to enmesh in the agreement? Perhaps this issue is less of a concern than first thought. The answer may lie in a doctrine that is, ironically, viewed by franchisors with less favor.
The implied covenant of good faith and fair dealing forms an increasingly popular element in claims and counterclaims by franchisees that the franchisor engaged in wrongful termination of a franchise agreement. The application of this frequently misunderstood and misapplied doctrine by trial courts changes contract interpretation litigation into contract renegotiation. From the franchisor's perspective, the doctrine's misunderstanding by juries makes civil litigation more closely resemble gaming than the administration of justice.
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.
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.
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.