Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
Arbitration Update
Arbitrator's Jurisdiction. The Court of Appeal of California, Second Appellate Division, Division Four, held that an arbitrator should determine whether alleged breaches of an agreement to purchase a multimedia and entertainment company were arbitrable. Dream Theater Inc. v. Dream Theater, B174152. The Los Angeles Superior Court had found that the dispute wasn't subject to arbitration. The arbitration clause in this case had been included in the indemnification section of the purchase agreement, prompting the sellers to argue that arbitration applied only to third-party claims. But the court of appeal concluded: “Sellers do not point to any language of the Contract which specifically limits the arbitration clause to third party claims or otherwise excludes from arbitration the parties' dispute over Sellers' alleged breach of the representations and warranties concerning the loss of FX Networks business. [The buyers claimed that the sellers had failed to disclose that the sellers' largest customer, FX Networks, had given a termination notice to the sellers before the agreement with the buyers had been finalized.] … The terms 'Indemnification,' 'Indemnified Party,' and 'Indemnitor' in the Contract, in and of themselves, do not limit the scope of the arbitration clause to third party claims.” The court of appeal recently denied the sellers' petition for rehearing of the court's decision.
Effect of Bankruptcy. In the Matter of: George Foreman Foods Inc.
Arbitrator's Jurisdiction. The Court of Appeal of California, Second Appellate Division, Division Four, held that an arbitrator should determine whether alleged breaches of an agreement to purchase a multimedia and entertainment company were arbitrable. Dream Theater Inc. v. Dream Theater, B174152. The Los Angeles Superior Court had found that the dispute wasn't subject to arbitration. The arbitration clause in this case had been included in the indemnification section of the purchase agreement, prompting the sellers to argue that arbitration applied only to third-party claims. But the court of appeal concluded: “Sellers do not point to any language of the Contract which specifically limits the arbitration clause to third party claims or otherwise excludes from arbitration the parties' dispute over Sellers' alleged breach of the representations and warranties concerning the loss of FX Networks business. [The buyers claimed that the sellers had failed to disclose that the sellers' largest customer, FX Networks, had given a termination notice to the sellers before the agreement with the buyers had been finalized.] … The terms 'Indemnification,' 'Indemnified Party,' and 'Indemnitor' in the Contract, in and of themselves, do not limit the scope of the arbitration clause to third party claims.” The court of appeal recently denied the sellers' petition for rehearing of the court's decision.
Effect of Bankruptcy. In the Matter of: George Foreman Foods Inc.
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.