LJN Newsletters

Highlights of the latest franchising cases from around the country.

Recent rulings of interest to you and your practice.

The Foreign Corrupt Practices Act (FCPA) provides two avenues by which a U.S. concern can be prosecuted for improper payments to foreign officials: the anti-bribery provisions, and the books-and-records and internal-control provisions. Somewhat unclear, however, is the kind of involvement in a foreign subsidiary a U.S. parent must have such that it might be exposed to criminal or civil enforcement. This article explores liability for misconduct of foreign subsidiaries and what preventive measures a parent can take.

Following a guilty plea last year by a major pharmaceutical company, Associate Attorney General Robert McCallum declared that "[t]he Department of Justice is committed to rooting out and prosecuting health care fraud. It is of paramount importance that the Department use every legal tool at its disposal to assure the health and safety of the consumers of America's health care system." The tools -- the variety of different criminal statutes and theories used to prosecute drug and device manufacturers -- are so diverse as to defy easy summary.

Much attention has been paid to the requirements of the Sarbanes-Oxley Act (SOX) and the stock exchanges and Nasdaq that issuers establish procedures under which their audit committees can receive complaints, including anonymous complaints. Various service providers now offer issuers solutions in this area, including procedures to submit complaints through hotlines and e-mail addresses maintained by the service providers. But none of the Sarbanes-Oxley Act, the rules or the extensive commentary about establishing complaint procedures addresses what the audit committee is required to do with a complaint when one is received. This article briefly discusses some considerations in dealing with such a complaint.

Highlights of the latest commercial leasing cases from around the country.

Recorded restrictive covenants in commercial developments present many issues. Two important factors to consider when granting such covenants include: 1) the reoccurring impact that they may have over the life span of a shopping center, and 2) the potential impact of such covenants on the current and future objectives of landlords and tenants who are parties to them.

There are few shopping center lease clauses that are more important to a retail tenant than the exclusive use clause. For many retail tenants, the scope of the exclusive use clause represents the essence of the tenant's bargain with the landlord. A tenant's ability to "corner the market" in a retail center for its particular use adds tremendous value to the leasehold estate and can significantly expand the tenant's gross sales at the center.