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Emfore v. Blimpie: License to Commit Fraud or Common-Sense Decision?
Better ingredients, it is said, make for a better pizza, and, as Emfore Corp. v. Blimpie Associates, Ltd. (N.Y. Sup. Ct. Sept. 18, 2006) suggests, better documents make for better decisions, at least if you are the franchisor.
The facts of Emfore are unremarkable in that most of us have come across similar situations in our careers. Plaintiffs franchisees want to buy a franchise. During the course of the sales negotiations, defendant franchisor's sales representatives toss out various numbers, presumably to whet the interests of the prospective purchasers. In this case, the numerical representations were in some cases puffery, and in other cases factual. In any event, franchisees buy the franchise, fail, and then bring suit claiming that they were defrauded in the sales process. Franchisor points out that the documents contain an integration clause, making reliance on these outside-the-document representations inherently suspect. Generally, franchisor wins.
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.
Compliance Officers: Recent Regulatory Guidance and Enforcement Actions and Mitigating the Risk of Personal Liability
This article explores legal developments over the past year that may impact compliance officer personal liability.