Category Archives: Treatise

New Title! California Employment Law

PLI Press is proud to announce the publication of the new treatise California Employment Law.

This comprehensive resource delves into the statutes and case law governing the employer-employee relationship in California, providing practical guidance on the state, local, and federal rules and regulations. The treatise analyzes key provisions of the California Fair Employment and Housing Act (“FEHA”), the California Labor Code and Wage Orders, and state leave laws.

In addition, it provides extensive coverage of local leave and wage ordinances. It highlights the significant differences between California employment law and federal laws, including the Fair Labor Standards Act (“FLSA”), the Civil Rights Act of 1964, the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act, and the Family and Medical Leave Act (“FMLA”).

Notably, the book covers the following important areas:

Employment relationship essentials, including mutual rights and duties, duration, and termination (see Chapter 1)
Discrimination based on gender, sexual orientation, age, disability, race, religion, and national origin (see Chapter 2, Chapter 3, Chapter 4, Chapter 5, Chapter 6, and Chapter 7)
Workplace harassment (see Chapter 8)
Trade Secrets (see Chapter 12)
Employment Torts (see Chapter 14)
Whistleblowing and class actions (see Chapter 13)

The treatise also contains an extensive index, which makes topics easily accessible to attorneys, compliance professionals, and HR specialists.

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Treatise Update – Proskauer on Privacy: A Guide to Privacy and Data Security Law in the Information Age (Second Edition)

Proskauer on Privacy: A Guide to Privacy and Data Security Law in the Information Age is a comprehensive reference on the laws governing every area where data privacy and security is potentially at risk. The treatise guides entities in developing compliance programs that satisfy federal and state standards, ensure data privacy and security, prevent cybercrime, and avoid fines, penalties, litigation, damages, and negative publicity. It also examines international regulation of privacy and data security.

Some of the recent developments discussed in this new release include:

Chapter 14, International Privacy Laws: As predicted by the March 2022 PLI Chronicle article, Data Security and Privacy Predictions for 2022: 6 Issues to Watch, China has “leverage[d] new privacy and cyber security laws” this year. As such, this chapter has been updated to include coverage of China’s first comprehensive national-level personal information protection law, the Personal Information Protection Law of the PRC (see §14:10.3[B]). It also provides developments on Oman’s Personal Data Privacy Law (effective February 9, 2023; see §14:10.5[B]); and new coverage of Qatar’s data protection regime (see §14:10.5[C]). Updates are provided on all other covered jurisdictions as well.
Chapter 16, Insurance for Data Breaches, Cyber Crime, and Unauthorized Privacy Disclosures: Discusses the latest trends and litigation involving cyber insurance.
Chapter 18, Location Privacy: Technology and the Law: Updated with the most recent holdings concerning the collection of location data through smart phones and other mobile devices, automatic vehicle license readers, e-bicycles, and other technologies.

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Treatise Update – Doing Business Under the Foreign Corrupt Practices Act (Second Edition)

Doing Business Under the Foreign Corrupt Practices Act (Second Edition) highlights recent enforcement actions under the U.S. Foreign Corrupt Practices Act (FCPA) and guides readers on developing internal compliance programs that detect and prevent illegalities, drafting compliant business agreements and contracts, satisfying the FCPA’s complicated accounting standards, and avoiding RICO violations, wire and mail fraud, and other legal missteps. It is an invaluable resource for corporate counsel, corporate executives and managers, and anyone who is responsible for business relationships with overseas partners or customers.

Key updates in the new release include:

“Agency” Under the FCPA: The scope of the term “agent” as applied to a foreign national has received a lot of attention in recent cases such as United States v. Hoskins and United States v. Rafoi-Bleuler. See chapter 4 and chapter 11 for discussion of the reach of the FCPA with respect to foreign nationals operating outside the territory of the United States.
ALJ Adjudications in FCPA Cases: In Jarkesy v. SEC, the Fifth Circuit held that the practice of imposing civil monetary penalties in administrative proceedings is unconstitutional. While not an FCPA enforcement action, the decision directly challenges the SEC’s reliance on ALJ adjudications in FCPA cases. See chapter 8.

In addition, the updated treatise offers information on the latest cases, enforcement actions, and settlements and provides several adaptable forms and templates (see the Related Items tab under “Forms”).

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Treatise Update – Holtzschue on Real Estate Contracts and Closings: A Step-by-Step Guide to Buying and Selling Real Estate (3rd Edition)

Holtzschue on Real Estate Contracts and Closings is an invaluable resource for attorneys and general practitioners who handle real estate deals as well as an important reference for brokers, title insurers, and inspectors. It distills more than thirty years of transactional experience into one plain-English treatise that clearly explains governing law and customary industry practices. The book provides useful legal, technical, and strategic guidance and checklists for sellers’ and purchasers’ attorneys preparing them to execute dispute-free residential deals quickly and easily.

This new release offers the latest information crucial to your practice. Highlights include:

Chapter 1, Preparing for the Sale or Purchase. The latest guidance about where New York City purchasers should search for filings (see section 1:2.2).
Chapter 2, Drafting and Negotiating the Contract. New and updated cases and other authority throughout, including in the following areas: finding statute of frauds not satisfied (see section 2:1.1); easements and licenses to improve adjoining property (see section 2:2.7[D][7]); time of the essence (see section 2:2.9[A]); caveat emptor (see section 2:2.11[A]); and allowing seller to recover proceeds of purchaser’s dishonored down payment check (see section 2:2.17[B][1]).

In addition, the Table of Authorities and Index have been updated to reflect the latest revisions.

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New Edition! COVID-19 and Other Pandemics: Business and Legal Challenges (2022)

PLI Press is proud to announce the publication of the new edition of COVID-19 and Other Pandemics: Business and Legal Challenges.

Originally published in 2020, the book was featured on Above the Law which cited it as “[t]he first publication to address the complex, evolving [legal] issues” arising from the pandemic. The treatise has since been fully updated to keep pace with the rapidly evolving situation surrounding COVID-19. Maintaining its results-oriented approach, the book combines practical advice, the latest scientific research, and guidance from key government agencies to provide readers with the answers they need on workplace liability and best practices; employment and labor issues; contracts and frustration defenses; and more.

Some of the highlights from the new edition include:

Governors’ Authority: Updated answers regarding whether 1) governors possess the power to shut down business to reduce COVID-19 spread (see §3.1); 2) governors have the authority to issue emergency health orders (see §6:3); and 3) governors may ban gatherings during the time of the health emergency (see §8:1).
OSHA’s Emergency Temporary Standard: Added discussion of OSHA’s Emergency Temporary Standard and what it covers (see Ch. 4, §8:5, and §14:8).
COVID-19 Statistics: Updated to reflect U.S. COVID-19 cases as of May 2022 and Global Health Statistics as of early 2022 (see Ch. 1).

To download a complimentary chapter from the original publication of COVID-19 and Other Pandemics: Business and Legal Challenges, click here.

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Treatise Update – Business Taxation Deskbook: Corporations, Partnerships, Subchapter S, and International

Business Taxation Deskbook is a guide to a wide range of domestic and international business tax issues under the federal income tax law as it exists subject to the Internal Revenue Code after the enactment of the Tax Cuts and Jobs Act of 2017 (TCAJA). The book provides a brief introduction to state law issues in business taxation. It also addresses the life cycle of the three principal business entities (that is, C corporations, partnerships, and S corporations), and inbound and outbound cross border transactions.

Highlights of Release #2 include:

New § 1:19 – provides a brief introduction to the taxation of cryptocurrencies.
New § 1:21 – discusses some of the Biden administration’s business-related tax proposals.
New § 1:22 – briefly introduces the OECD’s Pillars One and Two for avoiding abuse in the international tax system.
New § 5:4.1[D][3] – explains a federal district court decision holding that temporary regulations implementing section 245A were invalid because they did not meet the APAs notice and comment requirements.
New § 8:6 – addresses a potential change in the definition of control both for purposes of section 351 and the reorganization provisions.
New § 21:4 – introduces the OECD’s Pillars One and Two, which are designed, inter alia, to prevent a parent company from avoiding tax on income earned by its foreign subsidiaries.

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New Editions! SEC Compliance and Disclosure Series

PLI Press is proud to announce the publication of the new editions of the three books in the SEC Compliance and Disclosure Series.

The titles in the series are step-by-step guides delivering clear explanations, comprehensive information, and essential practice tips.

Master the 8-K offers updated direction on filing the SEC’s Current Report on Form 8-K. Master the 10-K and 10-Q gives instructions and analysis to ensure accurate and timely filings. Master the Proxy Statement advises companies on year-end disclosures and preparing proxy materials. The series includes sample language, detailed appendices, key regulations, and related forms and checklists.

Some of the highlights from the recently published editions include:

The latest guidance alerting users to the potential upcoming new Form 8-K Item for “cybersecurity incidents” (see Master the 8-K Introduction and Item 1.05);
Discussion of the revisions to the redaction process relating to confidential information in exhibits that removed the old “competitive harm” requirement (see Master the 8-K §GP:8);
Instruction to users about potential Form 8-K disclosure revisions that could result from the Commission’s proposed amendments relative to SPACs and “de-SPAC” transactions (see Master the 8-K Item 2.01);
Explanation of the new requirement to soon submit (on EDGAR) the “glossy” annual report to shareholders required by Rule 14a-3(b) (see Master the 10-K and 10-Q §GP:5.2);
Notification on the addition of Item 9C to Form 10-K—“Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” (see Master the 10-K and 10-Q §GP:2 and §3:9);
Communication about the adoption of rules allowing for electronic signatures on SEC filings (see Master the 10-K and 10-Q §GP3:3)
Announcement of changes to the rules regarding the furnishing of proxy voting advice (see Master the Proxy Statement General Principles and Appendix 1);
Information about the universal proxy rule, which is now effective for contested director elections taking place after August 31, 2022 (see Master the Proxy Statement §21:1);
The new exhibit requirement when a fee is required in connection with filing proxy materials (see Master the Proxy Statement §GP2:2).

Order print copies of Master the 8-K, Master the 10-K and 10Q, and Master the Proxy Statement today.

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New Edition! Internal Revenue Service Practice and Procedure Deskbook (Eighth Edition)

PLI Press is proud to announce the publication of the new edition of the Internal Revenue Service Practice and Procedure Deskbook.

The eighth edition contains guidance for representing a client undergoing a civil or criminal tax examination. It presents an overall discussion of IRS procedures and practical and strategic considerations. The Deskbook is an indispensable resource for any individual or entity appearing before the IRS including lawyers, accountants, in-house tax directors, and tax counsel.

Some of the highlights from the new edition include:

Informal guidance to reject research credit claims as nonprocessible to the extent claims do not meet the “sufficiency standard” with respect to five different items of information (see section 8:1.2);
A recommendation that Congress should extend the lookback period when the filing deadline is postponed by the IRS due to a disaster declaration, to the period of the postponement plus three years, plus any extension of time for filing the return (see section 8:1.9[B]);
An explanation that many taxpayers preparing their 2021 returns are now grappling with the 80 percent limit under section 172(a) for the first time (see section 8:3); and
A discussion of whether a partnership may recover litigation costs paid by its partners (see section 18.7.1).

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Popular Titles on PLI PLUS

The tallies are in. Here are the popular Treatises and Answer Books on PLI PLUS right now.

For a listing of popular items by practice area, check out our Popular PLUS Treatises and Answer Books Flyer. See also Popular PLUS Course Handbooks Flyer and Popular PLUS Forms Flyer.

Treatise Update – Commercial Ground Leases (Fourth Edition)

Commercial Ground Leases is a definitive guide to drafting, negotiating, and finalizing equitable, error-free leasing documents that address the needs of both landlord and tenant. It features adaptable, time-saving agreement language and contains numerous appendices, including forms of letter of intent, leasehold mortgagee protection clauses, intercreditor agreements, fee and leasehold deed of trust provisions, estoppel certificate and guaranty, and a complete ground lease with many alternative clauses.

Highlights of the new release include:

Chapter 1: Updated discussion covers the landowner’s and the tenant/lender’s differing views on the basis for a percentage rent formula (see section 1:4.5).
Chapter 4: Updated discussion reviews the Lever House in the context of unused development rights (see section 4:5.3).
Chapter 10: Updated discussion reviews setting the duration of term when there is a second or third use of a building (or the underlying land) (see section 10:7.1).
Chapter 13: Provides a new typical maintenance clause (see section 13:5).
New Appendix Y: A provision creating a replacement reserve for the replacement of furniture, fixtures, equipment, and operating systems during the last twenty years of the lease term, or upon the exercise of the last tenant option to extend the term, or a number of years to be specified after completion of construction of the project.
New Appendix Z: A form of completion guaranty that covers completion of shell and core construction, exclusive of tenant improvements, and including ground lease rental that arises under the lease due to delays in completion of construction.
Chapters 3, 5, 6, 8, 12, 16, 19, and 20 have also been updated with the latest developments.

In addition, the Tables of Authorities and the Index have been updated.

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