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Effect of Omnicare On Private Placements in Film Ventures
In the entertainment industry, we frequently see private placement memoranda seeking to raise capital for films and that refer to success stories such as My Big Fat Greek Wedding , Little Miss Sunshine or other independent films that became box office hits. But the U.S. Supreme Court's March 24, 2015, decision in Omnicare Inc. v. Laborers District Counsel Construction Industry Pension Fund, 13'435, should make all producers think twice about whether, or how, to include these success stories.
In the Omnicare case, in a registration statement the defendant had included opinions that it was legally complying with laws regarding its business practices of accepting rebates from drug companies in connection with its business of providing pharmacy services for residents of nursing homes. Even though Omnicare noted in the registration statement ' near its statements of belief that it was legally compliant ' that state and federal enforcement actions could adversely affect its business, the Supreme Court found a potential violation of '11 of the 1933 Securities Act: there was an issue for trial about whether Omnicare could hold a reasonable belief that it was legally compliant in light of such federal and state enforcement actions. The Supreme Court therefore reversed a decision by the U.S. Court of Appeals for the Sixth Circuit in favor of Omnicare and sent the case back for further proceedings.
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.
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.
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.