Category Archives: Treatise

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.

 

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.

 

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.

 

Treatise Update! Financial Product Fundamentals: Law, Business, Compliance

PLI recently updated Financial Product Fundamentals: Law, Business, Compliance (Second Edition).

To provide attorneys, compliance personnel, and business professionals with legal, regulatory, and procedural guidance regarding the various financial products, Clifford E. Kirsch has edited Financial
Product Fundamentals, which compiles his expertise as a noted practitioner in the areas of securities regulation and compliance, together with valuable contributions from other distinguished authorities in these practice areas.

Highlights of the latest version include:

  • Chapter 2: Limited Offerings and Private Placements. Updated to reflect recent amendments to Rule 504 under Regulation D that increase the aggregate amount of securities that may be offered and sold in any twelve-month period, and disqualify certain bad actors from relying on Rule 504.
  •  Chapter 12, International Investment Funds. Commodity Futures Trading Commission (CFTC) registration analysis for commodity pool operators and commodity trading advisors (CTAs), as
    well as the exemptions from registration as a CTA pursuant to Rules 4.14(a)(4), 4.14(a)(5), and 4.14(a)(8).
  • Chapter 17, Exchange-Traded Funds. New discussions covering ETF distribution and associated fees, Authorized Participants and Authorized Participant Agreements, and marketing and advertising considerations for ETFs. Discussion updated to include recent regulatory developments regarding listing standards, reporting requirements and risk disclosures, and the Liquidity Rule’s application to In-Kind ETFs.
  • Chapter 19, A Primer on Derivative Contracts and Their
    Regulation. Updated discussion follows the actions of the CFTC and SEC in addressing the many Dodd-Frank issues under their respective jurisdictions to regulate the swaps marketplace.
  • Chapter 24, Exchange-Traded Notes and Similar Structured
    Notes. New discussion covers issues with respect to other types of structured notes that are not listed on securities exchanges.
  • New Chapter 27, Interval Funds. New discussion places interval funds in their regulatory framework, and covers issues associated with their operation and distribution, as well as the investment strategies utilized by these funds.

This essential 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.

Treatise Update! Langer on Practical International Tax Planning

PLI recently published an update to Langer on Practical International Tax Planning.

This treatise provides current knowledge and expert advice you need to help clients capitalize on ripe tax havens and financial centers.

The latest update includes several newly added sections covering the following topics:

  • The 2017 Tax Act. This new section outlines numerous changes made by the 2017 Tax Cuts and Jobs Act, including changes to the capital gains rate, deduction for state and local property and income taxes, dividends-received deduction, net operating losses, and like-kind exchanges.
  • Unemployment Compensation Paid After Leaving the United States.In what it said was a case of first impression for it, the Tax Court addressed whether a nonresident alien (Canadian) who had worked in the United States was exempt under treaty from taxation on unemployment compensation she received after having gone back to Canada.
  • Expatriating Corporations—Excise Tax. Updates provide the latest on how the 2017 Tax act affect the excise tax, which can apply to certain “disqualified” individuals if a corporation expatriates and gain on any stock in the expatriated corporation is recognized by any shareholder with respect to the expatriation transaction.
  • Charitable Distributions. This discussion covers newly modified procedures for how foundations may make a “good faith determination” that a foreign grantee is a “qualifying public charity.”
  • Payments to Related “Captive Insurance Companies”. Coverage of a 2017 Tax Court case examines the Service’s denial of a taxpayers’ claimed deductions under section 162 for amounts paid by their pass-through entities to a related captive insurance company.
  • Deemed Repatriation. This new section discusses how, under the 2017 Tax Act, U.S. shareholders owning at least 10% of a foreign subsidiary generally must include in income, for the subsidiary’s last tax year beginning before 2018, the shareholder’s pro rata share of the accumulated post-1986 historical E&P of the foreign subsidiary as of the “measurement date,” to the extent such E&P has not been previously subject to U.S. tax.

The updated 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.

Deskbook on Internal Investigations, Corporate Compliance, and White Collar Issues

PLI recently updated Deskbook on Internal Investigations, Corporate Compliance, and White Collar Issues.

This treatise provides practical guidance on how to carry out internal investigations to identify and remediate legal problems, protect the rights of employees when they’re subject to investigation or prosecution, and cooperate with government investigators in ways that help reduce legal and financial damage if wrongdoing is proved.

The latest update includes coverage of the following topics:

  • Major ongoing antitrust investigations: A new section has been added discussing the Packaged Seafood Investigation into price-fixing of packaged seafood between the brands Chicken of the Sea and Bumble Bee, and its consequences including abandonment of a proposed merger, cooperation by the parent company of Chicken of the Sea in the investigation, agreement by Bumble Bee Foods to plead guilty to a criminal charge, and guilty pleas to charges of conspiracy by several corporate executives.
  • The most recent civil and criminal FCPA enforcement actions against companies and individuals: An updated discussion of The Foreign Corrupt Practices Act and the International Conventions on Bribery explores the DOJ’s revised Corporate Enforcement Policy, making permanent many of the core elements of the Obama administration’s Pilot Program, which has guided the DOJ’s FCPA enforcement decisions over the past year and a half. New to the policy is a presumption in favor of non-prosecution when companies self-report, cooperate, and remediate.
  • Deferred Prosecution Agreements (DPAs): the updates reflect the most recent (DPAs), while noting the decrease in number of such DPAs over the last few years.

The updated 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.

Treatise Update! Friedman on Leases

PLI recently updated Friedman on Leases (Sixth Edition). This acclaimed treatise clarifies and analyzes the full range of lease provisions and conceivable landlord-tenant situations to give you unsurpassed practical instruction on how to negotiate and draft airtight agreements that protect your clients’ rights and minimize their liability exposure.

This definitive work continues to deliver not only the foundational knowledge required by novice practitioners, but also analysis of and insight into the most current and relevant developments facing
seasoned practitioners in the commercial real estate field.

Highlights of this Release #3 include the following:

    • Disclaimer of Waiver by Landlord: Updated discussion examines
      whether a nonwaiver provision may be waived.
    • Security Deposit Clause: New samples of a lease provision that requires
      tenant to deposit cash as security; a lease provision that requires
      tenant to deposit a letter of credit as security; a lease provision that permits
      tenant to deposit either cash or a letter of credit as security; a lease
      provision that permits the security deposit to be reduced if certain conditions
      are satisfied; and a form of a letter of credit to be attached as an
      exhibit to a commercial lease.
    • Option to Cancel Lease—Sample Provisions: New samples of negotiated
      provisions granting tenant the one-time right to cancel.
    • Stipulations: Instead of a stipulation that permits tenant to remove
      its installations, an alternative approach is for the parties to define in the
      lease what constitutes “Tenant’s Property,” and that the tenant has the
      right (and/or the obligation) to remove its property. A new sample provision
      of this type is provided.

This essential 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.

Treatise Update! How to Write a Patent Application

PLI recently updated the acclaimed How to Write a Patent Application.

Stocked with drafting checklists and sample drafting language, documents, and drawings, the third edition of How to Write a Patent Application walks you step by step through the entire process of preparing patent applications.

In this release, the author expands and updates your treatise with
practical information on the following topics and more:

  • Micro entity status: One commentator has suggested that micro entity status should never be claimed, because the costs will outweigh the benefits.
  • Expanded Collaborative Search Pilot Program: This release describes the basic requirements to quality for the program, which results in an expedited first office action, but no further expedited examination.
  • Patent agents: The Texas Supreme Court has recognized a patent agent–client privilege, although not all communications are protected (In re Silver).
  • Patentable subject matter—preemption: In Return Mail, Inc. v. U.S. Postal Service, the Federal Circuit noted that the issue of whether a claim completely preempts others from entering the field plays a part in analysis of whether the invention is patentable subject matter. The absence of preemption supports a determination that a claim is patent eligible, but the absence of preemption does not necessarily save a claim.
  • Indefiniteness—claims that are in two statutory classes: Claims that cover two statutory classes, such as a claim that covers both an apparatus and a method of using that apparatus, can be indefinite. However, using functional language to define the properties of an apparatus does not render the claims indefinite. According to the Federal Circuit, a claim that requires specific actions performed by the user rather than capabilities of the system is indefinite under 35 U.S.C. § 112 (MasterMine Software, Inc. v. Microsoft Corp.).
  • Writing the specification—background section: The author contraststwo separate philosophies as to what should be included in the background section: One is to include substantially nothing; the other is to make a sales pitch.
  • Design patent applications—cross-references: If appropriate, a design patent application can include a cross-reference section to related applications. The cross-reference section should also include any priority claim such as to previously filed design applications or even utility applications. However, a claim to a nonprovisional utility application cannot include a claim to priority of a provisional application from which the intermediate application claims priority.
  • Software patent applications—writing a specification defining subject matter eligibility: To avoid a subject matter rejection under Alice Corp Pty. Ltd. v. CLS Bank International, it is desirable that the claims contain limitations that satisfy subject matter eligibility requirements, with support for the claims in the specification. Accordingly, the author offers six drafting suggestions for the specification.
  • Biotechnology patent applications—presentation of nucleotide and amino acid sequences: Patent Office rules standardize the disclosure of nucleotide and amino acid sequences in biotechnology patent applications. The rules facilitate the examination and printing of detailed sequence information and do not alter the substantive requirements of the patent statute. Among other things, these rules require that all patent applications containing an unbranched sequence of four or more amino acids, or an unbranched sequence of ten or more nucleotides, contain a sequence listing. The sequence listing must be submitted in paper or compact disc form, as well as submitted in a computer-readable form (CRF) using standardized symbols and format. The rules are part of an international effort to facilitate the electronic transfer of sequence information for universal use.
  • Foreign patent applications—broadening claims: Practitioners should be aware that, in Europe, once an application has been filed, it is very difficult to broaden a claim. Thus a claim directed to elements A, B, and C may not be broadened to include just A and B, even if the specification specifically reports such an option. Accordingly, it is desirable in a first filing in many foreign countries, including in the European Patent Office, to include very broad claims.

The updated 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.