Author Archives: Library Relations

Treatise Update: Exempt and Hybrid Securities Offerings (Fourth Edition)

Exempt and Hybrid Securities Offerings (Fourth Edition) is a comprehensive reference on exempt and hybrid securities offerings, and a practical handbook, with step-by-step guides, practice pointers, and forms. This title gives practical guidance for each principal type of exempt offering, including private placements, venture capital financings, institutional debt private placements, PIPE transactions, structured PIPE transactions, Regulation A offerings, crowdfunding transactions, registered direct offerings, continuous offering programs, and more!

The new release includes the following updates which address important market and practice developments affecting exempt offerings:

  • Trends in the PIPE transaction market, registered direct offering market, and trends in at-the-market offerings
  • Proposed changes to the accredited investor definition
  • Proposed changes to Regulation D, Form D, and the Section 12(g) threshold
  • Changes to the NVCA forms
  • Amendments to Regulation M
  • Enforcement activity relating to Regulation M
  • Amendments to the rules of the securities exchanges relating to shareholder approval requirements
  • FINRA Notice to Members 23-08 relating to Private Placements
  • FINRA and other enforcement actions relating to Private Placements
  • The introduction of Rule 145a

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PLI PLUS subscribers can access this title through their subscription.


Bankruptcy Deskbook (Fifth Edition)

Bankruptcy Deskbook provides you with practical guidance to help clients achieve fair remedies and to ensure you avoid legal problems along the way. This treatise covers the demands on Chapter 7 debtors, rules for Chapter 11 small business debtors, requirements for Chapter 13 individual debtors and compliance burdens on attorneys — including strict certification requirements and fee-arrangement disclosure rules that, if unmet, can lead to harsh sanctions. This book guides you step-by-step through the bankruptcy laws, clarifying the purpose, features, mechanics, advantages, and drawbacks of Chapters 7, 11, 12 and 13 in the era of BAPCPA.

All chapters in this treatise have been updated in this release to incorporate the most recent case law affecting issues such as:

  • Whether bankruptcy courts are bound by the “case-or-controversy” requirement that governs Article III courts.
  • Whether suits between non-debtors that might diminish the estate are deemed to be “related to” the debtor’s bankruptcy.
  • Whether an award of damages to remedy a stay violation is entitled to post-judgment interest.
  • Whether the ruling in Bartenwerfer is to be limited to situations involving agency or partner relationships.
  • Whether consolidation of an existing student loan satisfies the prepetition debt, creating a new post-petition debt that cannot be discharged without filing a new case.
  • Whether the failure of a creditor to cast a written vote constitutes acceptance or rejection of a bankruptcy plan.
  • Whether a settlement need be formally reduced to a writing to be approved by the bankruptcy court.

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What’s New 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/Practice Guides, 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 2024!

Investment Adviser Regulation (Third Edition)

Investment Adviser Regulation: A Step-by-Step Guide to Compliance and the Law (Third Edition) is an essential resource for investment advisers, securities attorneys, compliance personnel, and federal and state regulators. This treatise 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. It also clarifies key status issues that determine registration and disclosure duties as well as liability exposure.

Highlights of updated information in the latest release include:

  • Chapter 3, The Jurisdictional Divide Between the SEC and the States. Discussion of recently adopted amendments to Rule 203A-2(e) (commonly known as the “Internet Adviser Exemption”) (see section 3:2.3[C]).
  • Chapter 32, SEC Record-Keeping Requirements. In connection with adopting amendments to Rule 15c6-1(a) under the Exchange Act to shorten the standard settlement cycle for most broker-dealer trans- actions from T+2 to T+1, the SEC also adopted amendments to Rule 204-2 under the Investment Advisers Act that require all registered investment advisers to make and keep certain records for any transaction that is subject to the amended requirements. New discussion reviews these record-keeping requirements (see section 32:2.16).
  • Chapter 48, Advisers to Private Equity Funds—Practical Compliance Considerations. Discussion of the May 3, 2023, SEC amendments to Form PF requiring current reporting upon the occurrence of key events (see section 48:2.4[F]); and new discussion of the Private Fund Advisers Rule, which includes sweeping new rules and amendments to the Advisers Act applicable to private fund advisers (see section 48:7).
  • Chapter 49C, Offering Cross-Border Advisory and Broker-Dealer Services to Non-U.S. Clients; and Chapter 49E, Offering Cross-Border Investment Products and Advisory Services to Clients in Latin America. Discussion of Rule 206(4)-1 under the Investment Advisers Act  (“Marketing  Rule”),  governing  investment  adviser marketing by replacing the prior investment adviser advertising and cash solicitation rules (see section 49C:2.8 and section 49E:4.2[E]).
  • Chapter 62, Investment Management M&A. Discussion reviews the Inflation Reduction Act (see section 62:4.1).

To aid in your research, the Table of Authorities and Index have been updated.

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

Mutual Funds and Exchange Traded Funds Regulation (Third Edition) offers professionals who work at or advise mutual and exchange-traded funds an in-depth look into the SEC and DOL rules that impact these funds. Readers will discover insights on taxation considerations, prospectus delivery and disclosure standards, safe harbors, valuation practices, compliance concerns, conflicts of interest, contract drafting, marketing, and inspector request response strategies.  

The new release includes updates to the following chapters:

  • Chapter 11, Proxy Voting, reviews the SEC’s July 2022 rescission of part of the 2020 amendments to the proxy and solicitation rules under the Exchange Act; the November 2022 SEC amendments designed to enhance disclosures by investment companies regarding proxy votes; and the 2022 DOL Rule changes to the prior rulemaking.
  • Chapter 25, SEC Inspections, provides updated discussions on routine examinations and the characteristics the SEC’s Office of Compliance Inspections and Examinations (EXAMS) uses when ranking firms; and the incorporation of the new Marketing Rule into the examination process.
  • Chapter 32, Money Market Funds, covers Rule 2a-7 and the other rules (the “2023 Amendments”) that govern money market funds, including changes to the liquidity fee and redemption gate framework under Rule 2a-7; and disclosure Form N-1A and Form N-MFP. New discussion of the amendment to Rule 2a-7 to allow stable NAV money market funds to implement a reverse distribution or similar share cancellation mechanism (RDM) that would reduce the number of the fund’s outstanding shares in order to maintain a stable share price in a negative interest rate environment.
  • Chapter 35,Exchange-Traded Funds, includes revisions to Rule 12d1-4 under the Investment Company Act, a new rule designed to streamline and enhance the regulatory framework for funds that invest in other funds (“funds of funds”).
  • Chapter 45, Investment Management M&A, discusses the Inflation Reduction Act.

The Table of Authorities and Index have also been updated for this release.

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PLI PLUS subscribers can access this title through their subscription.

Free Legal Form of the Month

PLI PLUS offers unlimited electronic access to more than 4,500 downloadable, searchable, and editable legal forms ready for use in your practice. In an effort to highlight this unique content type, we’ve selected one form per month and made it available for anyone to download for free – no subscription required.

October’s free form:

Sample Discovery Confidentiality Order Regarding Trade Secrets

More information about Legal Forms & Checklists:

  • Forms & Checklists Flyer – This flyer provides an overview of the forms & checklists on PLI PLUS and highlights a handful of popular examples.
  •  Popular PLUS Forms – This flyer provides a list of the top five most downloaded forms in prominent practice areas on PLI PLUS.

Send us an email at plus@pli.edu to learn more.

Treatise Update: Sinclair on Federal Civil Practice (Fifth Edition)

Sinclair on Federal Civil Practice is a two-volume treatise that is designed to give quick and authoritative answers for issues arising in federal civil litigation and to serve as a guide to the principal rules and tactical considerations guiding lawsuits in the federal courts. It starts with the layout of the court system and the nature of its key personnel, followed by jurisdiction and venue principles, and then turns to the sequence of litigation, from pleading to discovery, trial, and then appeal, while explaining the rationale of the rules, citing the key interpretive cases, and offering court-tested practice tips.

The new release includes the following updates:

  • Chapter 1: The Federal Judicial System includes a new detailed discussion of alternative dispute resolution in federal civil practice.
  • The Compendia of Recent Cases includes numerous recent federal cases, providing a quick resource for identifying relevant authorities (See the Compendia of Recent Cases Volume 1 and Volume 2).

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

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/Practice Guides, Course Handbooks, Answer Books, Transcripts, and Forms to reflect recent changes and developments in the law.

Click here to see what we added in September 2024!