Category Archives: PLI Press

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.

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.

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.

New Edition! Insider Trading Law and Compliance Answer Book (2019 Edition)

Insider Trading Law and Compliance Answer Book is an easy-to-use guide to the reach of the insider trading laws, the specifics that must be proved in court, the available defenses, the penalties, the current approaches taken by the SEC and the Department of Justice to insider trading violations, and the best compliance policies and procedures for firms to enact to minimize the chances of a violation.

More than two dozen experts at Schulte Roth & Zabel LLP share their knowledge in clear and succinct question-and-answer format. Updated with the latest key court decisions, the book provides timely and practical information for investors, corporate insiders, professional traders, investment advisers, broker-dealers, and other participants in the securities industry, as well as insights and analysis for the lawyers who advise and represent them.

Some highlights of the 2019 Edition:

New chapter: Insider Trading Law and Commodity Interests. Recent rulemaking and high-profile CFTC enforcement actions have made it clear that market participants and their counsel must be familiar with insider trading law as it applies to the commodity futures and derivatives markets. This new chapter explains the prohibitions on insider trading in the commodity futures market, compares the statutory provisions of the Commodity Exchange Act and the Securities Exchange Act, compares CFTC Rule 180.1 and the SEC Rule 10b-5, and discusses two recent “plant-the-flag” enforcement actions.
Are cryptocurrencies securities? In answering that question, the SEC signaled it will apply the “investment contract” test from Howey. Under that test, cryptocurrencies themselves might not be securities, but ICOs or other products sold to investors using cryptocurrencies as the underlying asset would be.
Nonpublic information and the Internet. See chapter 7 for new discussion of whether an issuer’s website can be a “recognized channel of distribution” for disclosures and whether information disclosed via social media is considered public.

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

New Edition! Corporate Political Activities Deskbook (2018 Edition)

Corporate Political Activities Deskbook provides a thorough grounding in the current state of the law on federal and state campaign finance, pay-to-play, lobbying, gift compliance, and more. It serves as a practical manual for in-house attorneys and others who advise corporations about involvement in the political process, suggesting ways that corporations can utilize the available avenues of interacting with the government while avoiding negative press and legal and regulatory attention.

Among the developments discussed in the new 2018 edition are:

Trump ethics pledge: Non-career political appointees to the executive branch of the Trump administration must sign an ethics pledge. The “Trump Pledge” replaces a similar ethics pledge that President Obama required for appointees, but with some key differences: The pledge covers prohibition on the acceptance of gifts from registered lobbyists and restricts appointees from working on matters involving a former client or employer for which the appointee worked, or on which the appointee lobbied, in the previous two years. The pledge also imposes certain restrictions on lobbying activity on appointees upon leaving government service.

Ban on contributions by federal contractors: In Wagner v. FEC, a federal contractor was fined a $34,000 civil penalty for a $200,000 contribution to a “super PAC,” which the Federal Election Commission (FEC) found to have violated the ban on federal contractor contributions under Federal Election Campaign Act. The penalty is significant because while the FEC previously suggested that the federal contractor ban applied to super PAC contributions, it had not previously found actual violations to have occurred, leaving open some question regarding the FEC’s appetite for imposing penalties for such contributions.

Surveys of state and federal laws. The at-a-glance charts of state and federal lobbying laws and state contribution laws have been updated.

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

New Title! Depositions Answer Book

Depositions are the key component of all litigation matters that survive a motion to dismiss, allowing parties to discover the legal and factual theories of their opponent and to explore the validity of their own case theories and themes. What litigants learn from depositions can guide critical strategic decisions such as whether to settle (and, if so, at what value) or proceed to trial.

The newest answer book title from PLI Press, Depositions Answer Book draws on author Thomas Jackson’s decades of experience in antitrust, business, securities, IP and other litigation to help you master the crucial deposition process, delivering practice-based guidance on:

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

Commercial Ground Leases: Now in its 30th Year!

Since the publication of its first edition in 1988, Commercial Ground Leases has been helping real estate professionals draft, negotiate, and finalize equitable, error-free commercial ground lease documents that address the needs of both landlord and tenant, providing clear explanations of complex issues in a framework that makes each individual subject easy to find. This one-stop volume also includes several valuable appendices that offer time-saving sample agreement language.

Commercial Ground Leases covers all the critical areas that participants in a commercial real estate development project need to know about in order to resolve any ground lease issues that may arise.

Recent updates to the third edition include:

–Chapter 4, Tenant Financing: General Updated section 4:5.3 reviews the risks posed by leasehold mortgages to the landowner.

–Chapter 6, Leasehold Financing A new section, 6:7.1[G], reviews the inclusion in the ground lease and in leasehold mortgage documents of a waiver by the ground lease tenant/borrower of any rights to a claim for damages against either the landowner or any leasehold mortgagee arising from any new lease into which they may enter.

–Chapter 7, Bankruptcy Updated section 7:3.2[C] reviews stub rent and whether the past due rent for the entire month is treated as unpaid pre-petition rent or if the portion of the rent attributable to the period after the filing date to the next rent due date is includible as a priority administrative expense.

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

New Title! Arbitrating Commercial Disputes in the United States

PLI recently published a new title, Arbitrating Commercial Disputes in the United States.

Bringing or defending commercial arbitrations requires a clear grasp of the latest developments in the field, a practical understanding of how the arbitration process works, and knowledge of how the courts interpret and enforce arbitration agreements and treat arbitral awards. And participating in an arbitration demands a distinctive set of skills, different from those learned in the courtroom.

In Arbitrating Commercial Disputes in the United States, author/editor David Singer and his contributors—many of them arbitrators, and all of them deeply familiar with the arbitration process—provide the information and insights that will help readers master commercial arbitration.

Citing hundreds of cases, as well as drawing upon the extensive experience of the contributors, this book addresses the strategies that lead to success.

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