New Edition! Master the 8-K

Master the 8-K is one of the publications in PLI’s SEC Compliance and Disclosure Series. This clear, concise, and comprehensive guide to filing the SEC’s Form 8-K is a tool that every securities lawyer or person who is responsible for a company’s periodic SEC reports will want to have close at hand. With sample disclosure language and detailed appendices containing the Form 8-K itself, key regulations, SEC compliance and disclosure interpretations (C&DIs), this title is a stand-alone resource for anyone seeking to master the 8-K.

In this easy-to-use book, each Form 8-K Item is separately analyzed and begins with “highlights” that, at a glance, alert you to critical matters about that Item, such as whether the “safe harbor” applies, whether there are exhibit requirements, whether there are possible update requirements, and whether there are critical definitions to consider. Each section then provides step-by-step instructions and expert practice tips.

This updated new edition of Master the 8-K provides current guidance primarily designed to address the SEC’s 2018 and 2019 rule changes that were intended to modernize and simplify disclosure requirements, such as:

  • Permitting omission of schedules and attachments from many exhibits;
  • Streamlining the rules for incorporation by reference; and
  • An innovative new approach to confidential treatment, which allows companies to redact confidential information from exhibits without the need to submit formal confidential treatment requests.

This treatise is available on PLI PLUS. If you would like to purchase a print copy, please email libraryrelations@pli.edu.

2020 Edition! International Tax Controversies

International Tax Controversies is a practical guide to handling international tax audits and appeals, government-to-government cooperation and special dispute resolution mechanisms, and litigating international tax cases. Disputes with the IRS regarding international tax issues often present special issues in addition to those normally relevant in purely domestic tax controversies.

For example, questions may arise regarding the application of attorney-client privilege and other protections in the cross-border context. Where relevant documents, witnesses, and other information are held abroad, special procedures may be applicable. In addition, special dispute resolution mechanisms may be available in international tax disputes involving tax treaties and transfer pricing. Taxpayers should also be aware of the potential impact on the competent authority process of entering into closing agreements. Finally, country-by-country reporting data will be changed by the United States pursuant to bilateral competent authority arrangements (CAAs) entered into in connection with tax treaties and TIEAs that permit automatic exchanges of information.

International Tax Controversies explores these and other relevant issues in international tax cases, in addition to the issues and procedures that commonly arise in U.S. federal tax audits (whether or not focused on international issues).

This essential treatise is available on PLI PLUS. If you would like to order a print copy, please contact libraryrelations@pli.edu.

Learn More about the Cannabis Industry with PLI PLUS

Marijuana has been called the fastest-growing industry in the United States — and it is one that every legal professional needs to be aware of. From regulation to decriminalization to dispensaries, the business of marijuana presents a complex array of legal issues.

PLI PLUS offers a number of resources available to attorneys navigating this topic, including:

  • State regulation of medical and non-medical marijuana
  • Federal law, enforcement, and preemption
  • Regulation of marijuana businesses
  • Implications of preemption on employment, taxes, and banking
  • Ethical issues in representing the cannabis client

Below we’ve highlighted some of our marijuana law content that may be of particular interest:

Blockchain Resources on PLI PLUS

Blockchain and distributed ledger technology have been dramatically transforming all industries, including the legal profession. The implementation of “smart contracts” is just one way blockchain technology directly affects lawyers and law firms.

The following are some of the many key blockchain-related topics that lawyers need to understand in order to effectively represent their clients:

  • The evolving landscape of token and ICO regulation
  • The expansion of blockchain technology and smart contracts
  • Legislative and regulatory initiatives affecting blockchain technology and digital assets
  • Intellectual property and blockchain
  • The mechanics of cross-border payments through correspondent banks and payment systems
  • Challenges and solutions for GDPR compliance

Below, we’ve highlighted some of our blockchain articles that may be of particular interest:

Meet our AALL 2019 Raffle Winner: Caren Luckie

At the AALL Annual Meeting & Conference in Washington, D.C. this year, PLI raffled off an Amazon Echo. Caren Luckie, Research Attorney at Jackson Walker was our winner. Check out our interview with Caren below!

Tell me a little about yourself. Why did you become a librarian?

I became a librarian somewhat by default.  I was looking for a job after college, and was talking to a friend of my parents who was in charge of the Shell Oil business library.  She was a Seven Sisters graduate (Wellesley) and said she would be willing and happy to hire another Seven Sisters (Mount Holyoke) graduate.  And so it began.  I spent 4 years in the Shell Oil library as a ‘clerk’, but handled basic research and reference requests.  I went on to another job as a bloodstock researcher for a thoroughbred breeding farm, and then to law school.  I didn’t think much about becoming a librarian until I was practicing law and decided that I didn’t like being first chair in a litigation practice.  I wanted to do research and the background work.  So I went to grad school at UT and got my MLIS in one year.  With a  background in research of all types, plus a law degree, I wanted to focus on research and being a law librarian was the way to go. 

What do you like most about your job at Jackson Walker?

The variety.  Much of my work is for the litigation group, but I work with all of our practice groups.  I’m a “generalist” rather than a specialist, and it never (rarely) gets dull.  Also the people – attorneys, staff, administration – are great.  This month marks my 25th anniversary with Jackson Walker, so I think it’s safe to say that I like it here.

What is a common research question you receive?

There is no common question J  I do quite a bit of public records research, both for our real estate practice and for our litigation group.  But I also get complex legal research questions.  I think my most common research project/question is checking on the status of tenants for our commercial real estate clients.

Which PLI publication do you most frequently recommend to attorneys?

That would depend on the practice group.   For our real estate group, it’s frequently Friedman on Leases.  For my First Amendment attorneys, Sack on Defamation.

What did you think of AALL 2019? Did you do any sightseeing in Washington D.C.?

I thought it was an excellent conference.  The programs were good, and it’s always great to network with old friends and meet new colleagues.  I spent 2 days before the conference sightseeing – my husband and I toured the Capital, spent time at the Spy Museum, and got to see the pandas at the National Zoo.  I also got to see the Carnegie Library building that has been turned into an Apple Store.  They share the building with the historical society, and have kept the building’s integrity – simply whitewashed the whole thing – and have the old blueprints and quite a few old photos.

Thank you Caren! And Congratulations!

What’s New for August

We add content to PLI PLUS every month to ensure our subscribers have access to the most up-to-date and relevant secondary source legal documents. Renowned legal experts regularly update our acclaimed Treatises, Course Handbooks, Answer Books, Transcripts, and Forms to reflect recent changes and developments in the law.

Click here to see what we added in August!

PLI PLUS Search Widget

Did you know we have a PLI PLUS search widget? It can be embedded into any knowledge management portal, whether it’s your library’s intranet page or a standard webpage, a SharePoint page or another format. This simple and easy search box allows you to enter a search query without having to open a new window.  This search box gives your organization a direct line to over 90,000 legal documents, all of which were written by experts in their respective fields.

Interested in adding this to your webpage? Write us at PLUS@pli.edu and we’ll send you the code.

Or you can test drive the code right here!

Technology Transactions Update

Technology Transactions: A Practical Guide to Drafting and Negotiating Commercial Agreements is an indispensable guide to drafting, reviewing, and negotiating technology transaction agreements. Editor Mark G. Malven, with more than twenty years of experience handling thousands of tech transactions and representing customers as well as technology vendors, combines his legal expertise and that of eleven other contributors from the legal and business worlds to deliver streamlined, practical, easy-to-access guidance.

This release presents the latest developments in the field, affecting most of the chapters in the book. Among the changes are:

  • Chapter 10, Information Security Agreements: This new chapter covers the drafting, review, and negotiation of information security (“InfoSec”) agreements. InfoSec agreements have become more prevalent in service provider relationships as a result of the explosion of electronic data coupled with increasing legal and regulatory risk associated with privacy breaches. InfoSec agreements go beyond the basic limitations on use and disclosure of confidential information covered by NDAs, for example, by imposing specific obligations for each information type covered, imposing obligations as to how the recipient must safeguard information, and allowing for audits of the recipient’s treatment of information. A sample InfoSec agreement is included.
  • Chapter 21, Enforcement of Online Terms and Conditions: This new chapter provides an introduction to enforceability considerations when drafting online terms and conditions, including browsewrap, clickwrap, and in-box contracting. It includes discussion of arbitration clauses in such contexts.
  • Chapter 17, Privacy: HIPAA and Business Associate Agreements: New section 17:6, Enforcement Actions, discusses recent enforcement activity by the U.S. Department of Health and Human Services Office for Civil Rights (OCR), including an action against the University of Texas MD Anderson Cancer Center for violations arising from the loss of a laptop computer and two thumb drives, each of which stored unencrypted PHI, resulting in the OCR’s imposition of $4.3 million in penalties, and another action against Anthem, Inc. pertaining to the unauthorized disclosure of nearly 80 million unencrypted patient records, resulting in a resulting in a resolution agreement with a settlement of $16 million, the highest settlement amount to date associated with an OCR-enforced unauthorized disclosure matter.

This essential treatise is available on PLI PLUS. If you would like to order a print copy, please contact libraryrelations@pli.edu.

Financial Institutions Answer Book—2019 Edition just published!

Financial Institutions Answer Book provides a comprehensive overview of the complex federal requirements regulating financial institutions in the United States.

Every aspect of a financial institution’s life cycle is covered, from understanding the differences in regulation based on what type of charter is chosen, through ongoing capital and deposit activities requirements and major changes in corporate control, to the cessation of entity activity through merger, acquisition, or entity failure.

Financial Institutions Answer Book is a practical Q&A reference covering a range of topics related to law, governance, and compliance, including:
• Creation of branch offices
• Deposit Activity
• Corporate governance
• Executive compensation
• Deposit insurance requirements
• Insider and affiliate transactions
• Anti-money laundering and U.S. trade sanctions
• Examination and audit
• Privacy and data security

Reflecting the increased federal concern with fraud, money laundering and protecting the federal taxpayer from bank defaults, individual chapters are devoted to describing in detail the federal enforcement agencies and their powers, anti-money laundering and other fraud issues, the required examinations and audit process, and recent regulatory approaches to problem banks and failure.

This Answer Book is available on PLI PLUS. If you would like to order a print copy, please contact libraryrelations@pli.edu.

Treatise Update: Trade Secrets

Trade Secrets: A Practitioner’s Guide is an indispensable resource that discusses all aspects of protecting trade secrets. It covers what a trade secret is, how it should be protected, and what to do when its secrecy is compromised. Trade Secrets examines in detail what trade secret misappropriation is, how can you prove it in court, how you can protect trade secret information during the course of litigation, and how you can gain appropriate legal and monetary remedies for clients for proven violations. It compares and contrasts trade secret protection with other forms of intellectual property such as copyright, patents, and trademarks.

This release updates and expands the text with new discussions of the law of trade secrets and related topics, including the following:

  • State statutory preemption of common law: The Fifth Circuit, reversing the district court in material part, held that the Louisiana Uniform Trade Secrets Act does not preempt civil law claims for conversion of information that does not constitute trade secrets (Brand Services, L.L.C. v. IREX Corp.). See § 1:5.5, at note 60.1.
  • Patent versus trade secret: In SAP America, Inc. v. Investpic, LLC, the Federal Circuit held that allegedly novel ideas for applying statistical techniques to financial information were unpatentable abstract ideas. If they were protectable at all, they were protectable as trade secrets. See §2:3.4, at note 87.40.
  • Secrecy: In CPI Card Group, Inc. v. Dwyer, the federal district court in Minnesota found that plaintiff CPI did not assure secrecy in emails that included alleged trade secrets. Although it could point to general measures it took to protect confidential information, “CPI has not shown a likelihood of proving that it took reasonable measures to protect the secrecy of the contents of this particular presentation.” See §4:13.1, at note 107.1.
  • Jury instructions: On December 6, 2018, the Florida Supreme Court approved changes in standard form jury instructions for trade secrets misappropriation cases; the new instructions are reproduced in chapter 12. See § 12:11.2, at note 127.1.
  • Remedies—disgorgement: In Texas Advanced Optoelectronic Solutions, Inc. v. Renesas Electronics America, Inc., the Federal Circuit held that a trade secret owner did not have the right to have a jury decide its claim for disgorgement of profits as a remedy for misappropriation. See § 13:3.5, at note 324.14.

This treatise is available on PLI PLUS. If you would like to order a print copy, please contact libraryrelations@pli.edu.