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The New York Uniform Commercial Code Comes of Age
New York justifiably prides itself on being one of the world's major financial and commercial centers. In addition, very few would dispute that New York is a, if not the, preeminent commercial law jurisdiction. As such, it is the jurisdiction of choice for a vast majority of all commercial transactions, both domestic and international. Parties in large non-consumer transactions with no connection whatsoever to New York often choose its law to govern their transactions, and New York statutes permit them to do so. See New York General Obligations Law ' 5-1401 and NY UCC ' 1-105. Jurists of state and federal courts located in New York City are among the world's most experienced in resolving complex commercial law disputes.
What most people do not know is that the New York Uniform Commercial Code is outdated. New York is the only state that has not adopted the 1990 amendments to Articles 3 (Negotiable Instruments) and 4 (Bank Deposits and Collections). Its Article 1 (General Provisions) does not reflect the many changes recommended in 2001 by the National Commissioners on Uniform State Laws (NCCUSL)) and the American Law Institute (ALI), which changes are now in effect in all but five states (New York, Georgia, Missouri, South Carolina and Wyoming) and Puerto Rico. New York UCC Article 7 (Documents of Title) does not contain any of the amendments proposed by NCCUSL and ALI in 2003 (RA 7). Although RA 7 has been enacted in 45 states and the District of Columbia, the New York State Legislature has yet to consider enactment of RA 7.
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.