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Forum Selection Clause Applies To Merged TV Company
The U.S. District Court for the Southern District of New York decided that a forum selection clause in a television broadcast agreement applied to a company within which the original signatory broadcaster later was merged. Metro-Goldwyn-Mayer Studios Inc. v. Canal Distribution S.A.S., 07 Civ. 2918(DAB).
In 1996, MGM entered into an agreement to provide pay-TV rights in movies and TV programs to TPS Societe en Nom Collectif (TPS), a French satellite network. In case of disputes, the agreement's forum selection clause cited New York. The contract's initial five-year term was subsequently extended for an additional five years to Dec. 31, 2006. The extension agreement gave MGM the right to extend the license for yet another five years, if TPS merged with another company. TPS did merge with CanalSatellite S.A. (CANALSAT), its only competitor, into Canal Distribution. The TPS and CanalSatellite owners announced the merger would be completed in November 2006, though it was approved in January 2007. In September 2006, MGM initially notified TPS and then later Canal Distribution that MGM would exercise its license extension option. But the French parties refused to perform, and MGM sued the Canal Distribution owners in New York federal court for breach of contract and tortious interference with contract.
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.