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<i>Palmer v. Marsh</i>: New Considerations for Non-Compete Agreements
The recent 11th Circuit ruling in Palmer & Cay, Inc., et. al. v. Marsh & McLennan Companies, Inc., No. 03-16248 (11th Cir. April 1, 2005) means corporate counsel should reconsider their approach to drafting and enforcing non-compete agreements. Reviewing a Georgia trial court's ruling in a declaratory judgment action that a non-compete agreement was unenforceable only in Georgia under Georgia public policy, the 11th Circuit ruled that the unenforceability ruling should be extended to any other lawsuit between the parties in any other state. The ruling means corporate counsel must carefully consider dispute resolution clauses and other aspects of employment agreements to ensure their company is not forced into a situation where a federal court sitting in a state hostile to non-competes issues an adverse decision that is then enforced nationally. In addition, the ruling has the effect of imposing additional due diligence burdens in the context of mergers and acquisitions.
The Facts
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.