The Enforceability of Non-Competition Covenants Incident to the Sale of a Business
With a range of enforceability dependent upon their relation to the sale of a business or arising solely out of employment, covenants not to compete require a nuanced attention to detail in order to minimize any ambiguity that could lead to challenges. In both New York and Delaware, there are points of distinction between the laws governing non-competition covenants incident to the sale of a business and those relating to employment, and a recent Delaware Chancery Court ruling in Cigna v. Audax Health Solutions might affect common practices in communicating with shareholders before completion of a merger. Adopting a few straightforward practice points should increase the likelihood of enforceability of a covenant not to compete.
Improving upon the SEC's Blockchain "Framework": Toward a Reasonable Regulation of Digital Tokens
The definition of a security under U.S. law has remained unchanged for more than 70 years. But that was before blockchain. Can the SEC's recent framework for clarifying and strengthening the standard by which blockchain's digital tokens are classified be expanded upon? Our "essential" and "sustainable" language for determining the definition of a security might fill in the gap.
DOJ Updates Its Guidance for the Evaluation of Corporate Compliance Programs
Corporate compliance programs exist to mitigate a company's risk by preventing, detecting, and remediating potential misconduct and fraud. Recently updated guidance by the Department of Justice aims to clarify the test for effectiveness but does not provide compliance professionals or counsel with a well-defined path for creating their programs. We discuss the updates and the one thing that still holds true when it comes to establishing the most effective compliance program for your business.
Chapter 11 for Small Businesses
Chapter 11 is a well-known tool used to restructure debt, shed liabilities, and reorganize under the U.S. Bankruptcy Code. What's less known, however, is that the costs associated with filing for Chapter 11 are major – often insurmountable – hurdles for small businesses. In April of this year, the Senate Judiciary Committee reintroduced the Small Business Reorganization Act, which includes a streamlined and cost-effective Chapter 11 process to enable small businesses to emerge from bankruptcy in a more manageable way. Sound promising? We think so.
Key Takeaways for Internal Investigators from the Recent Deutsche Bank Libor-Rigging Ruling and DOJ and SEC Reactions
Law firms are often engaged to investigate potential wrongdoing within a company and can find themselves at odds with government counterparts attempting to do the same. Recent convictions in a Libor-rigging case have brought to light the government's ability to blur lines or overstep in its role as interrogator, which can ultimately risk jeopardizing future criminal prosecutions the government might pursue. There are some key conclusions and takeaways you should know.