Category Archives: Treatise

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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New Edition! Corporate Political Activities Deskbook (2022 Edition)

PLI Press is proud to announce the publication of the new edition of Corporate Political Activities Deskbook.

The Deskbook serves as a practical manual for attorneys who advise corporations about involvement in the political process. It provides a thorough grounding in the law of federal and state campaign finance, pay-to-play, lobbying, and gift compliance, along with examples of best practices that can help corporations successfully interact with United States federal, state, and local governments and officials.

The new edition reflects the most current state of the law and includes, for easy reference, updated charts on state and local pay-to-play rules, federal and state lobby laws, and state contribution laws.

Among the developments discussed in the 2022 Edition are:

Foreign National Prohibition – Update added about the 2021 SEC ruling regarding whether the ban on foreign national involvement in the financing of any U.S. election extends to include spending relative to ballot initiatives (see Section 1:2.2).
FARA Rulemaking – A new section calls attention to the DOJ’s December 2021 advanced notice of proposed rulemaking which solicited comments relevant to an anticipated comprehensive update on the implementing regulations under the Foreign Agents Registration Act (FARA) (see Section 7:5).
Jurisdictions with Pay-to-Play Rules –A revised table of jurisdictions with pay-to-play rules includes additional cities in Massachusetts, Ohio, Pennsylvania, and Texas (see Section 5:2, Table 5-1).

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

Sinclair on Federal Civil Practice gives quick and authoritative answers for issues arising in federal civil litigation and serves as a guide to the principal rules and tactical considerations guiding lawsuits in the federal courts. This two-volume treatise explains the layout of the court system and the nature of its key personnel, jurisdiction and venue principles, and the sequence of litigation. It also provides insight into the rationale of the rules by citing the key interpretive cases and offering court-tested practice tips.

Highlights of the new release include:

Chapter 15: Significant expansion of discussion regarding jury instructions, including the respective roles of the judge and counsel; due process limits on jury discretion; the plain error standard; objections to instructions; timing of instructions, requests and actions on requests; jury instruction drafting principles; and review of preserved and unpreserved instruction errors.

Chapter 18: In-depth analysis of the harmless error rule, including of Supreme Court jurisprudence on the issue and the Court’s differentiation between three classes of errors that can have an adverse impact on a litigant’s substantial rights during trial: (1) non-constitutional errors; (2) “trial errors”; and (3) “structural defects.”

Chapter 19: Discussion of recent amendments to Rule 3 of the Federal Rules of Appellate Procedure addressing how an appeal of right is taken, and specifically affecting the content of the notice of appeal that is required, with important clarifications regarding the scope of the judgment or appealable order designated in the notice of appeal.

In addition, numerous recent law review articles are added to the Additional Resources section of many chapters, and the chronological circuit-by-circuit Compendium of Recent Cases (Vol. 1 & Vol. 2) is updated.

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