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Standing the Test of 'Time Is of the Essence'
Real estate purchase and sale contracts have included the magic language, “Time is of the Essence” (TOE), seemingly since time immemorial. This term of art has been imbedded in the lexicon of a multitude of commercial contracts to an indelible extent and has earned general acceptance and use in our culture. For example, “Time is of the Essence” is the name of a jazz album (Michael Brecker), and you do not see many records named after real estate contractual provisions.
Practitioners should be mindful, however, of the meaning of TOE and the significance of its absence from a contract. In 1989 and 2001, the lead author of this article co-wrote several articles discussing and interpreting New York law governing TOE provisions in real estate contracts. Recent decisions interpreting TOE indicate a consistency of interpretation, but with certain wrinkles of which attorneys should be aware.
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.
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.
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.