What’s New for January on PLI PLUS

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 January!

Updated Treatise! Friedman on Leases (Sixth Edition)

Friedman on Leases is widely regarded as the leading authority on commercial real estate leasing, recognized for its extensive and balanced coverage of tenant and landlord concerns. This fifth release of Friedman on Leases, Sixth Edition continues to deliver not only the foundational knowledge required by novice practitioners, but also analysis of and insight into the most current and relevant developments facing seasoned practitioners in the commercial real estate field.

The author, Andrew R. Berman, is Senior Vice-President and Associate General Counsel with Savills Studley in New York. He is a former real estate partner at Orrick Herrington, Akerman, and Sidley Austin, and is a law professor at New York Law School, where he founded the Center for Real Estate Studies and the Institute for In-House Counsel. Mr. Berman’s expertise in both practice and academia enable him to provide the broad perspective and insight that real estate professionals need in this rigorous and dynamic field.

Highlights of Release #5 include the following:

Fiduciary Capacity; Authority. Updated discussion reviews how Illinois, New York, and Pennsylvania approach a landlord-trustee’s power to lease in the absence of a special power. (See section 2:1.2.)
Taxes, Assessments. Updated discussion covers when a lease requires the tenant to pay the landlord additional rent based on future increases in real estate taxes. (See section 5:2.1.)
Amount of Percentage Rent. Updated with new examples that illustrate the different approaches to determine percentage rent, as well as a new sample percentage rent provision with percentages that vary and a cap. (See section 6:2.)
Holdover Tenant Versus Foreclosing Mortgagee. Updated to include cases that illustrate the uncertainty over whether an attornment provision affirms that privity of estate exists between the tenant and the purchaser, or whether it extends liability by way of privity of contract. (See section 8:3.)

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

Treatise Update: Mutual Funds and Exchange Traded Funds Regulation (Third Edition)

Mutual Funds and Exchange Traded Funds Regulation offers definitive and up-to-date legal and compliance information. This two-volume treatise is filled with practical advice on complex issues involving valuation, distribution through intermediaries, structuring a 12b-1 plan, conducting a compliance review, and guarding against conflicts of interest. Mutual Funds and Exchange Traded Funds Regulation is an essential compliance tool for securities attorneys, mutual fund practitioners, compliance personnel, and risk officers in fund complexes, and a valuable reference for business professionals and investors.

The latest update to Mutual Funds and Exchange Traded Funds Regulation, Third Edition expands the treatise to cover developments affecting mutual funds and exchange traded funds. Highlights of this release include:

Chapter 5, Shareholder Reports. New discussion covers the June 2018 changes to Form N-1A adopted by the SEC regarding the reporting and disclosure of liquidity information by mutual funds in fund shareholder reports (see section 5:2.2[D]); reviews the SEC’s June 2018 adoption of new Rule 30e-3 under the Investment Company Act, which gives mutual funds a “notice and access” option for delivering shareholder reports (see section 5:3.2[B]); and examines Form N-PORT, which is the new form in which funds (except for money market funds) are required to provide additional and more frequent reports of portfolio holdings, risk metrics, and other data monthly (see section 5:4).
Chapter 13A, Liquidity Risk Management Programs and Swing Pricing. New discussion covers the SEC’s statement in the Investment Company Liquidity Disclosure Release that “funds that believe they would have to maintain dual liquidity classification programs” may apply for exemptive relief from the liquidity classification requirements of Rule 22e-4 if they believe their existing liquidity risk management programs would “effectively accomplish the Commission’s stated goals.” (See section 13A:4.7.)
Chapter 16, Purchase and Sales of Mutual Fund Shares. Updated discussion reviews FASB Accounting Standards Codification 820 (ASC 820) (previously FAS 157), including its definition of and framework for measuring fair value (see section 16:3.2); covers the amendments to Rule 22c-1 to permit certain registered open-end investment companies (not money market funds or ETFs) employing so-called “swing pricing” (see section 16:3.3); and examines Rule 22e-4 under the Investment Company Act, which requires open-end investment companies, including ETFs (but not money market funds), to adopt a liquidity risk management program that satisfies certain minimum requirements (see section 16:4.1).

This treatise can be found on PLI PLUS. If you would like to order a print copy, please email libraryrelations@pli.edu.

New Treatise Edition: Variable Annuities and Other Insurance Investment Products

The growth of variable insurance products has been dramatic and reflects broader trends that have occurred in financial services over the past few decades. Variable products are a clear example of how insurance companies have expanded their product base to more directly link insurance and investment. In recent years, other insurance investment products, such as SEC-registered fixed annuities, have grown in importance. PLI helps you keep pace with these developments.

Edited by Clifford E. Kirsch, noted authority in the area of securities regulation and compliance, and with valuable contributions from more than two dozen other distinguished practitioners in the field, PLI Press’s new Third Edition of Variable Annuities and Other Insurance Investment Products (formerly Variable Annuities & Variable Life Insurance Regulation) provides attorneys, compliance personnel, and business professionals with the most current legal, regulatory, and procedural guidance regarding variable annuities and other insurance investment products.

The comprehensive coverage in Variable Annuities and Other Insurance Products is grouped broadly into two sections. Part I focuses on variable insurance products, which are subject to a complex regulatory framework that includes the federal securities laws, state insurance laws, ERISA, and tax. Part II covers other types of insurance investment products such as insurance-linked securities.

This essential treatise can be found on PLI PLUS. If you would like to order a print copy, please email libraryrelations@pli.edu.

What’s New for December

Click here to see what we added in December!

Treatise Update! Mergers, Acquisitions and Tender Offers

Mergers, Acquisitions and Tender Offers: Law and Strategies is a five-volume guide to domestic and cross-border mergers, acquisitions, and tender offers, covering a range of aspects including corporate, securities federal income tax, antitrust, pre-merger notification, accounting, and valuation. The book focuses on private company and public company acquisitions negotiated and hostile transactions. The title takes a practical approach to these topics, and many of the chapters have appendices containing deal documents that illustrate the practical application of the particular topic.

Highlights of Release #16 include:

New section 1:7.38, A Deal Lawyer’s “Second (2018) Take” on the Impact on M&A of the Trump Administration’s Potential Changes to Laws and Regulations, explains how on balance these changes may have a positive impact on M&A. However, the 100% bonus depreciation and limit on the deductibility of interest go in opposite directions, with 100% depreciation being an incentive for taxable asset acquisitions, but with the limit on the deductibility of interest being a disincentive for financing an acquisition with debt.
New section 3:3.2, Due Diligence: Cryptocurrencies, exploring the use of cryptocurrencies in any merger or acquisition. The parties will want to know if the counterparty has used or has any exposure to cryptocurrencies, and this section provides an introduction to these products.
New section 9:1.2, Introduction to the Domestic Provisions of the 2017 Tax Cuts and Jobs Act (TCAJA), which examines sections of the TCAJA impacting domestic M&A transactions, including the section 199A deduction for certain active income of pass-through entities; the individual rate structure for dividends and capital; the combined individual and corporate rates; the benefit to C corporation shareholders from the deferral of the shareholder tax and the anti-deferral provisions; and the limitation on the deduction for business interest.
New section 12:14.14, The “Passing on of Efficiencies” Requirement Through the lens of Hershey—Pinnacle and UPMC—Pinnacle, which discusses how, in advancing any efficiencies defense, the merging parties must be cognizant of a passing-on requirement (which, in essence, requires that the benefit from a cognizable efficiency be passed on (at least to an extent) to consumers). The purpose of this section is to analyze the wisdom of this passing-on requirement by considering under standard microeconomic principles what is likely to happen to price and output in the several markets.
New summary updates to Volume 3, discussing some of the changes that will be made in the next update to chapters 14 through 28, reflecting developments after July 31, 2018.

This essential treatise is available on PLI PLUS, our online research database. If you’d like to purchase a print copy, please email libraryrelations@pli.edu or call 877.900.5291.

2018 Federal Circuit Yearbook: Patent Law Developments in the Federal Circuit

Each year, the Federal Circuit Yearbook provides a concise, comprehensive review of every patent decision published by the U.S. Court of Appeals for the Federal Circuit during the preceding year. With the Yearbook, readers may conveniently follow all recent patent law developments in the Federal Circuit, presented in a manner that reduces specialized patent and technical jargon to a minimum.

Cases summarized in the Yearbook include the following, among many others:

Utility and Inventions Patentable: Where claims “are substantially similar and linked to the same” law of nature, analyzing representative claims is proper. Section 101 issues may be resolved at the pleading stage before formal claim construction: “we have repeatedly affirmed § 101 rejections at the motion to dismiss stage, before claim construction or significant discovery has commenced.” See Cleveland Clinic Foundation, Cleveland Heartlab, Inc. v. True Health Diagnostics LLC, discussed in § 1:1.

Novelty and Statutory Bars: Federal Circuit concludes that inventor declaration without corroborating evidence alone is not always sufficient to overcome section 102(e) prior art. Despite prior case law (particularly in the U.S. Court of Customs and Patent Appeals), Federal Circuit seems to move law under section 102(e), directed to showing prior disclosure subject matter was not “by another,” closer to case law under section 102(g), directed to showing prior inventorship. See EmeraChem Holdings, LLC v. Volkswagen Group of America, Inc., discussed in § 2:4.

Nonobviousness: Circuit Judge Newman, in dissent, urged that it is time to “remedy” the Graham analysis—namely that the objective factors should be considered together with the first three Graham factors rather than first determining whether a prima facie case of obviousness had been shown. See Merck Sharp & Dohme Corp. v. Hospira, Inc., discussed in § 3:7.

Claim Construction: Using functional language in an apparatus claim does not necessarily mean that the claim improperly covers both an apparatus and method. Functional language described capabilities of a system rather than user actions. See MasterMine Software, Inc. v. Microsoft Corp., discussed in § 6:5.

The 2018 Federal Circuit Yearbook is available on PLI PLUS, our online research database. If you’d like to purchase a print copy, please email libraryrelations@pli.edu or call 877.900.5291.

Treatise Update! Investment Adviser Regulation

Investment Adviser Regulation: A Step-by-Step Guide to Compliance and the Law (Third Edition) guides practitioners through the maze of statutory, SEC, and state standards impacting investment advisers, as well as provides advice on the practical aspects of building a practice. This book clarifies key status issues that determine registration and disclosure duties as well as liability exposure.

The most recent update to this treatise expands its coverage of the rules and regulations affecting investment advisers. Highlights of this release include:

Chapter 8A, Efforts to Impose a Uniform Standard of Care on Broker-Dealers and Advisers. Updated to include the March 2018 action by the Fifth Circuit Court of Appeals to vacate the Department of Labor fiduciary rule amendments (see sections 8A:7.1 and 8A:8.1).
Chapter 11, Custody and Protection of Customer Accounts. Updated with a new discussion of whether client relationships for which an adviser is providing exclusively non-investment advisory services are within the scope of the Custody Rule (see new section 11:4:2[A][2]).
Chapter 46, Hedge Funds. Extensively revised chapter, including updated coverage of raising capital (see section 46:4); avoiding investment company status (see section 46:5); hedge fund managers (see section 46:6); disclosure of market participation (see section 46:13); and systemic risk regulation (see section 46:15).
Chapter 49C, Offering Cross-Border Advisory and Broker-Dealer Services to Non-U.S. Clients. Extensively updated chapter, including new discussion of key considerations in offerings to European clients under MiFID (see section 49C:4.3).

This treatise is available on PLI PLUS, our online research database. If you’d like to purchase a print copy, please email libraryrelations@pli.edu or call 877.900.5291.

PLI Press Cyber Monday!

New Journal! PLI Current: White Collar Practice Journal

We are pleased to announce the newest journal from PLI Press, PLI Current: White Collar Practice Journal. This journal is the first in a series of new journals from PLI Press dedicated to coverage of key practice areas. It will be published at least twice each year and features original articles written by the leading experts in this field—practicing attorneys, judges, scholars, and others, including PLI Press’s highly acclaimed authors and CLE faculty members—dedicated to bringing you expert commentary and analysis of developments in financial crimes and related issues.

Articles in this premier issue include:

An Assessment of the Impact of the Foreign Corrupt Practices Act over Its Forty-Year History, Don Zarin (Holland & Knight LLP)
Challenging the DOJ’s Accomplice Liability Strategy for Reaching Foreign Conduct in International Bribery Schemes, Colin R. Jennings, Steven A. Delchin (Squire Patton Boggs LLP)
Private Ownership and Public Trust: Combating Money Laundering by Requiring Beneficial Owners to Disclose Their Interests, Nicole Healy (Ropers Majeski Kohn & Bentley PC)
Cooperate and Risk Waiver? Balancing the Benefits of Government Cooperation with the Risks of Privilege Waiver in Conducting Internal Investigations, Melinda Haag, Rachel Muoio (Orrick, Herrington, Sutcliffe LLP)
Double Whammy: How the Landscape of Insider Trading Law Has Been Altered by the Second Circuit’s Martoma Decision and Prosecutors’ Creative Tactics Since Newman, Eugene Ingoglia, Tobias Fischer (Allen & Overy LLP)

This journal is available on PLI PLUS, our online research database. If you’d like to purchase a print copy, please email libraryrelations@pli.edu or call 877.900.5291.