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Integration Clauses and the Proposed FTC Rule Revision
The Staff Report on proposed changes to the Federal Trade Commission (FTC) Franchise Trade Regulation Rule (the “Rule”) contains proposed amendments regarding the use of integration clauses in franchise agreements. The amendments are found in the additional prohibitions section, at Part 436.9 of the Rule, although other provisions of the Rule also are applicable including Part 436.1(f).
Integration clauses are provisions found in the franchise agreements themselves and typically state that the written agreement is the entire agreement of the parties with no other additional terms. Often the integration clause will also contain two additional provisions, which may be labeled “no representation” and “no reliance” clauses. These two contract provisions often state that no other representations were made to the prospect other than the written terms in the franchise agreement and that the prospect is relying on nothing other than the written provisions of the franchise agreement itself in entering the franchise agreement.
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.