Category Archives: PLI Press

Social Media and the Law

Social Media and the Law examines the range of legal issues that can arise from the personal and professional use of social media, including concerns related to privacy, civil litigation, employment, criminal activity and prosecution, intellectual property, defamation, advertising, and regulated industries. Relevant legislation, cases, trends, and industry responses are included in the discussions.

The most recent update covers many developments that occurred in this field in the last year. For example:

  •  In September 2018, Tesla CEO Elon Musk settled a dispute with the SEC regarding his allegedly misleading tweet about taking Tesla private at $420 per share. The settlement included Musk paying $40 million in penalties and stepping down as Chairman of Tesla (see Chapter 1. The Social Media Phenomenon and Chapter 7. Compliance Considerations for Regulated Industries).
  • Recent studies demonstrate increasing use of AI, big data, and data analytics by employers to source and screen candidates (see Chapter 6. Employment and Workplace Issues).
  • In June 2018, the NLRB General Counsel’s Office issued a new guidance memorandum on employee handbook rules, following the NLRB’s Boeing decision. In it, the General Counsel detailed the types of rules that might be implicated under Boeing (see Chapter 6. Employment and Workplace Issues).
  • In Kumho Tires, the NLRB found an employer’s social media policy lawful under Boeing where it was in place to maintain the confidentiality of the company’s trade secrets and private or confidential information (see Chapter 6. Employment and Workplace Issues).
  • In In re CSGOLotto, Inc., the FTC for the first time brought an action against individual influencers for failure to disclose their connections with the advertiser (see Chapter 8 Advertising).

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

Securities Law and Practice Deskbook – Updated!

Securities Law and Practice Deskbook remains your definitive one-volume guide to the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), relevant rules and regulations, and key case law. The book is intended to serve as an initiation into the U.S. federal securities laws and the way that securities lawyers approach problems. It also is meant to serve more experienced practitioners as a general review and first resource when approaching an unfamiliar area of securities law.

Release #13 brings you up to date on the latest important developments in securities law. Highlights include:

• Chapter 5, Reach of Securities Act Regulation. Cryptocurrencies and “ICOs” (initial coin offerings) continue to be the rage at the U.S. Securities and Exchange Commission. The Commission brings a first-of-its-kind enforcement action against the operator of an unregistered token “exchange.” Significant fines and penalties continue to be imposed with respect to unregistered token offerings. Also , the Commission instituted and settled enforcement actions against celebrity promoters of ICOs for violations of the Securities Act’s “anti-touting” provisions. Finally, the Commission also pursues enforcement action against the 21st-century example of “free stock” “airdropping” tokens in blockchain scenarios.

• Chapter 6, Securities Act Registration Exemptions. The number of PIPE offerings was essentially flat during 2018, but offering amounts were up 44%, to $31 billion. In response to a congressional requirement, the Commission made Regulation A+ available to reporting companies.

• Chapter 8, Liability for Securities Act Violations. Beware the “tout sheet.” Emphasizing Commission enforcement action under Securities Act section 17(b), that section gets applied in connection with the Commission’s focus on ICOs as the Commission brings “anti-touting” enforcement actions against professional boxer Floyd Mayweather Jr. and music producer Khaled Khaled, known as DJ Khaled, for failing to disclose payments they received for promoting investments in ICOs.

• Chapter 9, Registration and Periodic Reporting Under the Exchange Act. An enforcement action against Tesla and Elon Musk underscores the need to proceed with caution when using social media to satisfy the company’s disclosure obligations. The Commission continues its focus on non-GAAP financial measures with first-of-its-kind enforcement action for violation of the “equal or greater prominence” requirement.

• Chapter 10, Regulation of Proxy Solicitations. After lengthy delay, the Commission adopts the hedging disclosure requirements that were required by section 955 of the Dodd-Frank Act. The fate of several Dodd-Frank rules (e.g., pay for performance and “clawbacks”), continues to be unclear. New Staff Legal Bulletins in the shareholder proposal area urge companies to submit board analyses when seeking to exclude shareholder proposals under the “ordinary business” and “economic relevance” grounds for exclusion.

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

New Edition! International Corporate Practice

International Corporate Practice: A Practitioner’s Guide to Global Success provides guidance on building a comprehensive global legal department, including advice on structuring, staffing, and budgeting, as well as the use of foreign legal consultants and outsourcing.

Written by some of the nation’s leading corporate attorneys and edited by Carole Basri, this release for International Corporate Practice expands and updates the title with new material designed to enable lawyers to operate efficiently on the global stage. Topics discussed include the following:

  • International Attorney-Client Privilege: Chapter 2 provides updates on the privilege in the United States(Section 2:2.1); Germany, with special reference to the Volkswagen/Audi diesel scandal(Section 2:2.2[B]); Portugal, with respect to the Anti-Money Laundering and Terrorism Prevention Law of 2017 (Section 2:2.2[F]); and Brazil(Section2:2.4[B]).
  • International Internal Investigations: Chapter 9 adds new material on the European Union’s General Data Protection Regulation (GDPR), which replaced the European Data Protection Directive, particularly with respect to the requirement of adequate justification for transfers of personal data to countries outside the European Economic Area (Section 9:3.3[B]). Also covered are legal privilege issues in internal investigations in Germany and the United Kingdom (Section 9:4).
  • International Business Arbitration: Chapter 11 clarifies the difference between the “legal seat” of the arbitration and the “venue” (physical location) of the arbitration (Section 11.2.1[C], Section 11:5); addresses the use of temporary, emergency arbitrators (Section 11:2.2.3[A]); and explains the potential roles of the “court of secondary jurisdiction” and the “court of primary jurisdiction” in the enforcement or vacatur of an arbitration award (Section 11:10.2).
  • International Antibribery Laws: Chapter 18 highlights a variety of enforcement developments, including prosecutions under the Foreign Corrupt Practices Act of foreign subsidiaries of U.S. corporations, and significantly increased penalties and fines (Section 18:4.1), as well as with multilateral efforts under the OECD Convention (Section 18:4.2).

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

New Edition! Federal Bail and Detention Handbook 2019

We are pleased to announce that the Honorable Evelyn J. Furse, a United States Magistrate Judge for the District of Utah, at Salt Lake City, joins as Co-Author of Federal Bail and Detention Handbook.

Federal Bail and Detention Handbook 2019 provides up-to-date and accessible coverage of developments under the Federal Bail Reform Act of 1984. Among the important recent cases discussed in this edition are:

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

New Edition! Labor Management Law Answer Book

Labor Management Law Answer Book (2019 Edition) is a concise overview of the controlling provisions of the NLRA and the other major federal labor legislation. The labor and employment experts at Jones Day provide, in question-and-answer format, detailed guidance on the rights and obligations of employees, employers, management, and unions. This useful resource provides the information you need for effective planning and decision-making, and examines important and challenging issues that often arise in relation to:

Labor Management Law Answer Book covers the important and challenging issues involving labor-related rights in the workplace and is an ideal resource for every professional who represents the interests of employees, employers, management, or unions.

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

Treatise Update: Derivatives Deskbook

Derivatives Deskbook: Close-Out Netting, Risk Mitigation, Litigation (Second Edition) is a comprehensive resource geared to all users of swap agreements and derivatives, from financial institutions to corporate end users. Derivatives Deskbook defines the key terminology and identifies the major players; discusses the full range of documentation; and highlights techniques and best practices that can significantly minimize risks. It examines the termination events and events of default that can trigger the early termination of OTC derivative transactions; the complex process of calculating the early termination amounts due the parties under the transactions; and how these transactions can be terminated in ways that minimize the damage to the parties and to the global financial system.

Derivatives Deskbook further examines the impact of U.S. bankruptcy interrelationship on the termination and close-out netting process and what steps must be taken to comply with a counterparty that is or may become bankrupt. It also serves as a comprehensive resource to key litigation involving derivative transactions in major jurisdictions around the world.

Highlights of this Release #3 include:

  • Chapter 3: Collateral and Security Arrangements; New sections explore the new variation margin regulations adopted by regulators in a variety of major jurisdictions in reaction to the financial crisis to govern the posting of collateral in OTC derivative transactions. The regulations have been enacted by applicable regulators in the European Union, the United States, Switzerland, Canada, and Japan.
  • Chapter 6: Risk Mitigation and Close-out Netting; Revised section 6:6, Collateral Arrangements, examines the need, in large financings with multiple banks and counterparties, for intercreditor agreements to sort through the rights of the various creditors to the collateral securing their obligations. Typically, in an intercreditor agreement, a swap counterparty would agree to abstain from declaring certain events so that a minor breach with one swap counterparty under a swap agreement for dealers and those costs will likely be passed on to counterparties.
  • Chapter 8: Best Practices Recommendations; Revised section 8:4.1, Credit Support Annex, explains that the restrictions on hypothecation in the initial margin regulations are expected to increase the costs of swap agreements for dealers and those cost will likely be passed on to counterparties.

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