What’s New in 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!

Treatise Update: Initial Public Offerings: A Practical Guide to Going Public (Second Edition)

Providing expert guidance on how to create a winning IPO, Initial Public Offerings: A Practical Guide to Going Public (Second Edition), is packed with best practices, planning tips, checklists and sample documents to help implements its guidance.  Numerous developments—originating from the SEC, FINRA, Congress, and the private sector—continue to shape the IPO landscape. Completely revised and expanded, this latest release (release #7) addresses key changes in legal requirements and market practices of critical interest to IPO companies, lawyers, and market professionals alike.

The latest release for Initial Public Offerings updates many chapters, some of which include:

Among the new developments covered in this release are:

  • Updated IPO market statistics and outlook, including IPO company metrics (see §§ 1:5 and 21:2 to 21:6, Figures 1-3 to 1-8, and Appendix 20C).
  • Pre-IPO fundraising, including updated discussion of initial coin offerings (see § 2:8.1[I]) and updated market statistics on the use of various other financing techniques (see § 2:8).
  • ­Equity compensation, including updated market data on the terms and size of stock incentive plans (see § 2:6.3[B]) and employee stock purchase plans (see § 4:7); and updated discussion of the tax deferral opportunity presented by section 83(i) of the Internal Revenue Code (see§ 8:4.4).
  • Updated discussion of estate planning for pre-IPO company executives (see § 8:5).
  • EGC considerations, including updated adoption rates (by company industry) for key items of relief available to EGCs (see Table 10-2).
  • Quiet period updates, including the SEC’s proposal to allow any company to engage in “test-the-waters” communications with eligible institutional investors in connection with any registered securities offering (see §§ 11:2.2[E] and 18:8.1) and new examples of quiet-period concerns in IPOs and direct listings (see § 11:3.3[B]).
  • Form S-1 preparation, including updated discussion of disclosure requirements and illustrative SEC comments (see § 13:2.1), updated prospectus data (see § 13:2.2), and a description of the SEC’s new streamlined procedures for obtaining confidential treatment of eligible portions of material contracts (see §§ 13:2.4 and 16:7).
  • SEC review, including a summary of the realignment of Corp Fin’s disclosure review program (see § 17:2.2) and updated statistics on the nature and timing of SEC comments on Form S-1 filings (see § 17:3.7, Table 17-3, and Table 17-4).
  • Public company reporting developments, including updated disclosure requirements and proposed changes to the tests for accelerated filer and large accelerated filer status (see §§ 22:2.1, 22:2.2, and 22:2.3), and recent and proposed rule amendments as part of the SEC staff’s ongoing disclosure effectiveness initiative (see § 22:2.5).

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

AALL Spectrum Vendor Voice: Putting Learning into Perspective with the Practising Law Institute

PLI is featured as the ‘Vendor Voice’ in the January/February 2020 AALL Spectrum.  The publication spoke with PLI’s Director of Legal Information Services and Electronic Publishing, Alexa Robertson, about PLI’s online research utility (PLI PLUS), how the resource has evolved over time – including librarians’ contributions in shaping the product – as well as the challenges the legal industry has with regards to information. Check out the article below!

Treatise Update: Friedman on Leases

Friedman on Leases (Sixth Edition) clarifies and analyzes the full range of lease provisions and conceivable landlord-tenant situations to give you unsurpassed practical instruction on how to negotiate and draft airtight agreements that protect your clients’ rights and minimize their liability exposure.

Friedman on Leases includes numerous case decisions with commentary and valuable sample lease clauses and agreements that help practitioners to: draft, negotiate, and amend every essential document involved in commercial leasing, modify lease provisions for the full variety of landlord-tenant arrangements, anticipate and resolve problematic transaction developments, and also avoid drafting errors, including omissions, ambiguities, and fatal terminology. 

The latest update to Friedman on Leases (Sixth Edition) continues to provide balanced coverage of tenant and landlord concerns and updates the treatise with the most current legal, regulatory, and compliance requirements and developments. Highlights of Release #8 include:

  • Chapter 2, The Parties. Updated to include situations where a tenant constitutes a partnership, consisting of two or more parties who are partners under applicable state law (see section 2:1.5).
  • Chapter 3, The Premises. Updated to include a New York Appellate Division holding that a tenant’s right to “use and enjoyment” is implied, especially if the space is leased for a specific expressed purpose (see
  • section 3:2.2).
  • Chapter 5, Rent. Provides a new sample “most favored nation” provision in an office lease (see section 5:7).
  • Chapter 7, Assignment, Subletting, and Mortgaging by Tenant. Updated to include a Nebraska Supreme Court case that reviewed whether taking possession and paying rent satisfy the statute of frauds so as to make the possessor liable on the lease as an assuming party (see section 7:5.1[C][1][a]).

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

What’s New in 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 November!

Treatise Update: Fragomen on Immigration Fundamentals

Offering in-depth coverage of bedrock immigration legislation, the latest USCIS rules and programs, and pivotal court decisions, Fragomen on Immigration Fundamentals: A Guide to Law and Practice (Fifth Edition) provides the legal and procedural knowledge to work more efficiently and effectively with employers, noncitizens, nonimmigrants, refugees, naturalized citizens, and government officials.

The latest release for Fragomen on Immigration Fundamentals updates the following chapters:

Among the new developments covered in this release are:

  • Public charge determinations: The Trump administration has implemented strict new standards for determining whether an adjustment applicant or immigrant visa applicant is, or is likely to become, a public charge. The new rules require officials to weigh a number of factors rather than reviewing only the sponsor’s financial information, and lengthen the list of public benefits to be considered in the review. New section 3:4.3[F], Public Charge Determinations.
  • Southwest border crisis: In August 2019, DHS and HHS issued a new rule relating to the detention of minors, which, in their view, terminates the Flores agreement. The rule creates an alternative licensing scheme that allows the detention of families together in the same facility; states that the criteria governing the parole of persons in expedited removal proceedings apply to minors, as well as to adults; and states that bond redetermination hearings are only available to minors in regular, not expedited, removal proceedings. Section 7:5.7[A], Trump Administration Policies.
  • Asylum claims: The USCIS and EOIR issued a joint rule in July 2019 that bars asylum claims by individuals who enter or attempt to enter the United States across the southern land border after failing to apply for protection from persecution or torture while in a third country through which they transited. That same month, a California district court issued a nationwide preliminary injunction, but the Ninth Circuit limited the reach of the injunction to cases arising within that circuit. New Section 6:2.6[C][7], Failure to Apply in Safe Third Country.
  • Expedited removal: Pursuant to new directive, in July 2019, Acting Secretary McAleenan designated for expedited removal two additional categories of persons. Section 7:5.6[A], Classes of Individuals Subject to Expedited Removal.

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

Treatise Update – The Securities Law of Public Finance

This two-volume resource, cited by the SEC for its excellence in illuminating legal issues, clarifies and analyzes how federal securities laws and regulations apply, directly and indirectly, to securities issued by state and local governments.

The Securities Law of Public Finance is a valuable resource for bond lawyers, municipal officials, underwriters, broker-dealers, investment advisers, regulators, and anyone else involved in the business of financing the activities of state and local government.

The key updates to the Securities Law of Public Finance include:

  • New Chapter – Regulation of Municipal Broker-Dealers in Private Placements: New chapter 10B, by Paul S. Maco, deals with private placements, which developed as a form of transaction to avoid the registration requirements of section 5 of the Securities Act of 1933. Such transactions, while exempt from registration, are subject to the remaining provisiions of the Securities Act, including its civil liability and antifraud provisions as well as the antifraud provisions of section 10 of the Securities Exchange Act of 1934 and Rule 10b-5. The discussion provides a brief overview of the broad reach of federal securities law and the requirement for registration as well as antifraud proscriptions, the availability of class and transaction exemptions from registration but not antifraud provisions through private placements, and the application of the antifraud provisions and broker-dealer law to placement agents.
  • Lorenzo decision – Dissemination of New Issue Offering Documents: In March 2019, the Supreme Court held in Lorenzo v. Securities & Exchange Commision that a defendant who disseminates the material misstatement of another—and thus cannot be liable under the second subsection of Rule 10b-5 for “making” the statement—can nevertheless be liable under other provisions of the securities laws that proscribe “any device, scheme, or artifice to defraud.” The release discusses some possible implications for public finance, including the dissemination of preliminary and final official statements. See new § 6:4.2.
  • Duties of underwriters’ counsel – Underwriters’ Due Diligence on New Issues of Municipal Securities: In addition to being familiar with applicable law and codes of ethics, lawyers expecting to serve as underwriters’ counsel should become familiar with the SIFMA Model Memorandum to Underwriter’s Counsel and the NABL Model Letter of Underwriters’ Counsel. There are a number of differences in approach between the two model documents that underwriters’ counsel may need to address early in its representation of the underwriters to avoid misunderstanding. See new § 7:5.1[D][2].
  • Continuing disclosure—duty to correct and duty to update – Continuing Disclosure: A duty to correct arises when a statement intended for the investing market, such as an official statement, contains an incorrect statement that, at the time the statement was made, the issuer believed to be true, but subsequently discovered new information reveals that the statement made was incorrect and material. The duty to update applies where a correct statement is said to become inaccurate after it is made because of new circumstances. New material in the release elaborated upon the distinction, discussing the differing approaches among the circuits in defining and imposing duties. See § 9:3.2.

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

Treatise Update: Friedman and Smith on Contracts and Conveyances of Real Property

The Business Lawyer calls this PLI title “The ‘bible’ for any lawyer handling a real estate conveyance.” providing more than 140 sample forms, sample forms, sample clauses, and checklists that simplify and accelerate transactions, Friedman and Smith helps readers to carefully consider all the issues and options before finalizing a contract. This definitive resource gives guidance on how to handle unexpected problems and contingencies before they become deal-breakers; factor in a relevant case law when structuring sound agreements; and avoid drafting ambiguous or incomplete contracts that can lead to delays and aborted deals.

Highlights of this latest update of Friedman and Smith on Contracts and Conveyances of Real Property include:

  • Chapter 3, Assignments of Contracts. New discussion covers the rights of an assignee against the seller if the seller fails to perform a promise to the buyer included in the contract of sale (see section 3:2.4).
  • Chapter 14, Marketable Title. New discussion of Loring v. Whitney, 46 N.E. 57 (Mass. 1987), which illustrates how courts deal with drawing the line between litigation risk that is substantial versus too remote (see section 14:1.2).
  • Chapter 19, Easements—Creation. New discussion of the distinctions between easements appurtenant and easements in gross, including court-developed tests in cases of ambiguity (see section 19:3).
  • Chapter 22, Covenants—Scope and Termination. New discussion of eminent domain reviews the majority and minority views on whether restrictive covenants are property for takings purposes (see section 22:2.12).
  • Chapter 24, Contract Remedies for Seller Default. New discussions cover challenges to specific performance as a workable remedy for the buyer when the seller has problems with the title (see section 24:44.2), and review the viability of specific performance as a remedy for part of a contract and not for the remainder because the remainder is impossible to perform or the matter is one into which equity will not venture (see section 24:4.3).
  • Chapter 25, Time for Performance. Updated discussion of the “time of the essence” doctrine, including “time is of the essence” as an implied term and the consequences when time is essential and when time is not essential (see sections 25:2.1-25:2.4).
  • Chapter 26, Deed Elements. Updated discussion covers transfer tax, which is payable upon the recordation of a deed, triggering a requirement that the grantee report the amount of consideration to the reocording office that becomes part of the public record, which allows a title searcher to determine the parties’ reported consideration (see section 26:4).

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

What’s New in 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 October!

Library Ledger, October 2019, Volume 7, Issue 2

The latest edition of the Library Ledger is now available!

In this edition, we highlight the new monthly webinar series from our library team. We also showcase the PLI PLUS search widget and cyber-security resources. Kay Mitchell, Library Relations Manager, discusses the PLI’s Librarian Advisory Breakfast from the 2019 AALL Conference in Washington, DC.

Looking for an older edition? The complete archive of the Library Ledger is available here.