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The Tyranny of the Majority in Small Co-ops
When someone buys 25% of a four-unit co-op, does the shareholder expect' the co-op to be ruled by only one other shareholder, which could be the case if one of those four shareholders owns more than 50% of the co-op's shares? The issue arose in a recent case currently on appeal to the Appellate Division First Department. Akasa Holdings v. Sweet, No. 65011-12, slip. op. (Sup. Ct., N.Y. Cty 2012, Kornreich, J.).(Crosby case).
Within small co-ops, the primary protection against the must come from the co-op's governing documents. Those documents typically only include by-laws, articles of incorporation and a proprietary lease. But as became readily apparent in the Crosby case, a shareholders' agreement is a crucial document and should be carefully written to reflect shareholder intentions.
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.