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Court Casts Doubts on Value of Information Disclaimers in Lease Syndications
In a standard lease syndication transaction, the lease syndicator (ie, the seller of the lease) wants to ensure that it is not responsible for the accuracy or completeness of the underlying lessee's financial data. The seller thus typically requires its buyer to affirmatively acknowledge that the buyer itself has made a complete and independent investigation of the lessee's financial condition and is fully satisfied with the lessor's credit standing. The buyer will also be expected to acknowledge that, in acquiring the syndicated lease, it is in no way relying on the seller's business judgment or financial expertise, and has not relied on any information provided by the seller as to the lessee's financial condition.
The efficacy of these and similar disclaimers of representations and warranties by the seller as to the lessee's financial condition (also referred to as “information disclaimers”) are often called into question, however, whenever a lessee defaults amid allegations that false or misleading financial information was provided (or that adverse financial information was withheld) by or on behalf of the lessee, especially when the buyer of the lease can readily show it relied on this tainted financial data. Although such information disclaimers are often upheld in the courts in the syndication of leases and loans (whether the syndication is in the form of a participation agreement or an outright sale and assignment of a lease), successful attacks can and have been mounted on these disclaimers (at least on the summary judgment level) under the rubric of “fraud in the inducement.”
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.
How AI Has Affected PR
When we consider how the use of AI affects legal PR and communications, we have to look at it as an industrywide global phenomenon. A recent online conference provided an overview of the latest AI trends in public relations, and specifically, the impact of AI on communications. Here are some of the key points and takeaways from several of the speakers, who provided current best practices, tips, concerns and case studies.
New York's Latest Cybersecurity Commitment
On Aug. 9, 2023, Gov. Kathy Hochul introduced New York's inaugural comprehensive cybersecurity strategy. In sum, the plan aims to update government networks, bolster county-level digital defenses, and regulate critical infrastructure.