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.
This book offers a solid primer on the legal, finance, accounting, and economic aspects of valuation in merger and acquisition (“M&A”) transactions. It addresses a wide range of issues that can arise in the process of evaluating a target or acquirer in an M&A transaction. The book also provides helpful reference materials in each chapter that the reader may consult when facing a particular issue, along with many documentary appendices relating to valuation issues.
This book offers a solid primer on the legal, finance, accounting, and economic aspects of valuation in merger and acquisition (“M&A”) transactions. It addresses a wide range of issues that can arise in the process of evaluating a target or acquirer in an M&A transaction. The book also provides helpful reference materials in each chapter that the reader may consult when facing a particular issue, along with many documentary appendices relating to valuation issues.
Notably, the book covers the following important topics:
Basic business and regulatory M&A principles (see Chapter 1)
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Hedge Fund Regulation offers a thorough examination of hedge funds and the ever-changing regulations that impact their structure, activities, and operations. Hedge fund counsel and financial industry stakeholders will find invaluable pointers on Regulations D, S, and other statutes; anti-money laundering and privacy compliance; highly-regulated investors; complex assets and transactions; and federal agency reporting requirements. The guide includes flowcharts and checklists that cover investment advisor registration, CPO annual reporting, and recordkeeping requirements.
Highlights from the updated release include:
Rationale for Regulation: Updated analysis concerning the SEC’s regulatory shift towards more substantive regulation of investment advisers (see section 3:4).
Marketing the Manager: Added discussion of recent SEC enforcement activity regarding the Marketing Rule (see section 6:2.1[B][4][e][iv]).
Compliance: Extensive revisions to cover the new rules and rule amendments under the Investment Advisers Act that substantially modify existing regulatory requirements and create new compliance obligations for investment advisers to private funds (see section 13:8). Updated discussion of SEC examinations of investment advisers (see section 13:14).
Books and Records: Revisions address new SEC books and records requirements related to recent major modifications to the Investment Advisers Act. Updated analysis of recent significant changes to Form PF (see section 14:3.2).
Financial Product Fundamentals offers a comprehensive dive into the regulatory, pricing, marketing, and viability issues surrounding registered offerings. It also provides the legal fundamentals underlying private placements, real estate investment trusts, hedge and exchange-traded funds, and other registered offering types. The book gives pointers on completing and filing Forms F-1 and 20-F, navigating policy closings, devising IPO timelines, and more. In addition, this compendium addresses the Dodd-Frank Act, SEC actions, foreign broker-dealers, advertising in connection with prospectuses, insurance-linked securities, and life settlements.
Highlights from the updated release include:
Alternative Capital Raising for Public Companies: Revision covers the settlement cycle for ATM offerings (see section 2A:2.2[E]).
International Securities Offerings: New discussion covers the Holding Foreign Companies Accountable Act (see section 3:13).
Special Purpose Acquisition Companies: New discussions cover the adoption of a U.S. federal excise tax on corporate share repurchases (see section 5A:8.4); the 2022–2023 SPACs special meetings for approval of business combinations and extensions of business combination deadlines and liquidations (see section 5A:8.5); the ratification actions in Delaware (see section 5A:8.6); and restructurings and re-SPACs (see section 5A:8.7).
Sustainable Finance: Extensive updates to Chapter 5, with new coverage of sustainability-linked loan documentation guidance (see section 5B:4.4); the EU Corporate Sustainability Reporting Directive, which came into force in January 2023 (see section 5B:5.3); and the EU green bond standard (see section 5B:5.4).
Exchange-Traded Funds: Revisions cover 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”) (see section 17:3.3).
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.
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.
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.
Fragomen on Immigration Fundamentals reveals the nuances of U.S. immigration law and practice along with the agency, legislative, and executive policies shaping the current environment for immigrants and asylum seekers. Packed with practical tips for employment-based and family-based immigration, avenues to permanent residence, naturalization obstacles, statutory admission denials, and the administrative and judicial review of unfavorable decisions, the book also features templatized immigration forms for key case milestones in the immigration process.
Some of the important recent developments discussed in this release include:
Employer’s ability to pay: Discussion of the significantly expanded guidance from the USCIS regarding an employer’s ability to pay the proffered wage for immigrant petitions (see section 2:6.1[B]).
Age-out protection: Clarification of the requirements that children of permanent residents and derivative family members of principal family-based immigrants must meet to receive age-out protection (see section 3:3.4[A]).
Failure to apply in safe third country: Updates regarding the status of the Biden Administration’s rule creating a rebuttable presumption that migrants who attempt to cross the southern border without seeking asylum in a third country through which they traveled or procuring an asylum appointment through the CBP One mobile app are ineligible for asylum (see section 6:2.6[C][7]).
Screening of job applicants: New DOJ guidance provides helpful tips on avoiding citizenship status discrimination when complying with export control laws, reaffirming that employers cannot rely on them to limit jobs to U.S. citizens or workers with other citizenship or immigration statuses (see section 10:3.3[B]).
Directors’ and Officers’ Liability expounds the legal responsibilities of board directors and corporate officers of publicly-traded companies, the penalties that they face if they fail to meet their obligations, and the protections that are offered them under the law or by agreement. The book also delves into director and officer duties, exculpation, indemnity, insurance, cybersecurity, and contested mergers and acquisitions. It highlights unique case studies relevant to pharmaceutical, biotechnology, hospitality, retail, and other sectors.
Highlights of this release include updated discussion of the following topics:
Board Diversity Legislation and Litigation: Litigation continues in challenges to California’s S.B. 826 and A.B. 979, which require public companies to diversify their boards. Both laws have been ruled unconstitutional, but appeals are pending before the Ninth Circuit in Meland v. Weber and Alliance for Fair Board Recruitment v. Weber. See § 2:3.3[C] for discussion of the latest developments.
Amendments to Rule 10b5-1: In December 2022, the SEC adopted amendments to Rule 10b5-1 to introduce new requirements for Rule 10b5-1 trading plans and elicit more comprehensive disclosure related to insider trading policies and the timing of certain option grants to officers and directors of public companies. See § 4:4.1[B] for explanation of the rule changes.
Anti-D&I Shareholder Derivative Litigation: As companies push to adopt D&I initiatives some have been confronted with an anti-D&I backlash in the form of shareholder derivative suits. One such significant case brought against Starbucks was recently dismissed by the District Court for the Eastern District of Washington. See § 8:6.2[B] for discussion of the court’s holding.
