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DE Chancery Court Won't Dismiss Action Seeking Dissolution of a Deadlocked Joint Venture
Unsuccessful 50/50 joint ventures often lead to disputes between the partners and, in some cases, may produce noteworthy judicial decisions. Such is the case with Lola Cars International Limited v. Krohn Racing, LLC, et al. (C.A. No. 4479-VCN (Del. Ch. Nov. 12, 2009), available at http://www.delawarebusinesslitigation.com/), in which the Delaware Court of Chancery recently refused to dismiss claims arising out of a deadlocked joint venture structured as a limited liability company (“LLC”), including a request by one of the members for a judicial dissolution of the LLC pursuant to Section 18-802 of the Delaware Limited Liability Company Act (the “Act”). While courts are generally reluctant to interfere with contractual relationships negotiated by sophisticated parties, the Lola Cars ruling demonstrates that Delaware courts will intercede when participants in a commercial venture are genuinely deadlocked and specific allegations of bad faith are made, even if remedies to address the deadlock are available under the contract.
Background
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.
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.