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No Harm to Franchisees When Franchisor Acquires Competitor
It is becoming increasingly common for franchise companies to acquire their competitors. Predictably, the franchisees of the acquired system often will feel threatened and take legal action.
In Hanson Hams, Inc. v. HBH Franchise Company, LLC, Bus. Fran. Guide (CCH) '13,093 (Dec. 20, 2004), the U.S. District Court, Southern District of Florida, recently considered such a case. In Hanson Hams, a Heavenly Ham franchisee filed a complaint against the franchisor of the HoneyBaked Ham franchise system for allegedly “unfair” conduct occurring after the defendant's subsidiary acquired the Heavenly Ham franchise system. Plaintiff alleged that after the acquisition, defendant favored the Honey-Baked Ham system over the Heavenly Ham system and that such disparate treatment violated Florida's “little FTC Act” (Florida Deceptive and Unfair Trade Practices Act (“FDUTPA”), Florida Statutes ”501.201, et seq.). In a thorough and well-reasoned decision, the court concluded that defendant's conduct was not unfair within the meaning of the FDUTPA as a matter of law. The court found it particularly telling that the plaintiff had not asserted any claim against its franchisor (a subsidiary of defendant).
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.
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.
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.
Second Circuit Reinforces Bankruptcy Code Settlement Payment Safe Harbor
The Second Circuit affirmed the lower courts' judgment that a "transfer made … in connection with a securities contract … by a qualifying financial institution" was entitled "to the protection of ... §546 (e)'s safe harbor ...."