Under New York law, the doctrine of <i>caveat emptor</i>, or buyer beware, applies to the purchase and sale of real property. <i>Stambovsky v. Ackley</i>, 169 AD2d 254, 257. Under this doctrine, which has undergone some recent modifications, the seller of real property is under no duty to speak (<i>ie</i>, make certain disclosures to the purchaser) concerning the condition of the property when the parties deal at arms' length. <i>Id</i>. Mere silence on the part of the seller concerning a defective or otherwise undesirable condition of the property, without some act or conduct that deceived the purchaser, does not amount to conduct that is actionable as a fraud.
The latest real estate trend in the hospitality industry, across the country and around the world, is the "condo hotel." A condo hotel resembles, and is managed and operates as, a traditional hotel, except that certain hotel rooms are offered for sale as condominium units to individual buyers. In addition, unit owners usually have the option of placing those units in a reservation system or rental program and sharing in any associated fees. The proliferation of the condo hotel is largely the result of the benefits that condo hotels afford developers, lenders, and buyers. For a developer, the condo hotel provides the opportunity to turn a quick profit upon sale of condominiums as opposed to the incremental profits traditionally associated with the cyclical hotel industry. Lenders are also more likely to support developers as a result of the potential return on investment realized with condominium sales (even prior to construction). Finally, the condo hotel is attractive to buyers seeking a residence that includes all the amenities associated with traditional hotel stays. Condo hotel purchases and sales also raise new and unresolved legal issues, particularly whether the sale of a condo hotel unit constitutes the sale of a security requiring registration and compliance with federal securities laws.
With trillions of dollars to keep watch over, the last thing we need is the distraction of costly litigation brought on by patent assertion entities (PAEs or "patent trolls"), companies that don't make any products but instead seek royalties by asserting their patents against those who do make products.
Insiders (and others) in the private equity business are accustomed to seeing a good deal of discussion ' academic and trade ' on the question of the appropriate methods of valuing private equity positions and securities which are otherwise illiquid. An interesting recent decision in the Southern District has been brought to our attention. The case is <i>In Re Allied Capital Corp.</i>, CCH Fed. SEC L. Rep. 92411 (US DC, S.D.N.Y., Apr. 25, 2003). Judge Lynch's decision is well written, the Judge reviewing a motion to dismiss by a business development company, Allied Capital, against a strike suit claiming that Allied's method of valuing its portfolio failed adequately to account for i) conditions at the companies themselves and ii) market conditions. The complaint appears to be, as is often the case, slap dash, content to point out that Allied revalued some of its positions, marking them down for a variety of reasons, and the stock price went down - all this, in the view of plaintiff's counsel, amounting to violations of Rule 10b-5.
At the Oscars in March, Best Actress winner Frances McDormand made “inclusion rider” go viral. But Kalpana Kotagal, a partner at Cohen Milstein Sellers & Toll had already worked for months to write the language for such provisions. Kotagal was developing legal language for contract provisions that Hollywood's elite could use to require studios and other partners to employ diverse workers on set.
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.
While the DOJ Civil Cyber-Fraud Initiative is still in its early stages and cybersecurity regulations are evolving, whistleblower plaintiffs have already begun leveraging the FCA to pursue alleged noncompliance with government cybersecurity requirements.
