Category Archives: Treatise

New Edition! International Tax & Estate Planning: A Practical Guide for Multinational Investors (Fourth Edition)

PLI Press is proud to announce the publication of the fourth edition of International Tax & Estate Planning.

This book deals with the management and disposition of multinational estates. It presents a practical approach to maximizing assets, minimizing taxes and risks, and avoiding legal disputes. Featuring helpful charts and checklists, it offers strategies for drafting wills and trust documents that secure clients’ interests. It also provides tips on how to prepare estate planning vehicles and individualized testamentary plans, protect investments against government expropriation, calculate tax credits and owed taxes, and navigate federal reporting requirements and relevant forms.

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

Domicile: Clarification of the legal construct of “domicile” and whether it is determined based on “permanency” or “an intent to return indefinitely” (see section 1:3.1).
Gift Tax: Updated information on the requirements a nonresident alien must meet to qualify for the annual gift tax exclusion (see section 3:6).
U.S. Federal Reporting Requirements: Exploration of the reasons why increased regulatory attention has been given to the conflict between an individual’s right to privacy and the government’s need to access financial information for tax and other fiscal purposes (see NEW Chapter 5).
Trusts: Discussion of how to navigate the complexities of conflicting intersecting principles in civil and common law (see FULLY REWRITTEN Chapter 6).
Cryptocurrency and Digital Assets in Estate Planning: Specification of the additional details that must be included in a digital asset provision to ensure that these assets may be accessed (see section 7:8.2).

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Treatise Update: Likelihood of Confusion in Trademark Law (Second Edition)

Likelihood of Confusion in Trademark Law provides a comprehensive explanation of the significant multi-factor test, giving you a better understanding of the key elements used by courts to determine if likelihood of confusion exists. This book includes hundreds of real-life examples that help to showcase the different kinds of trademarks that are likely to be confused with established trademarks, and those that are not. This must-have reference includes effective, trial-tested strategies and tips on how to outmaneuver your opponent in court, whatever side you represent.

The new release includes updates to the following topics:

Proof: Covers the key Ninth Circuit decision in Punchbowl, Inc. v. AJ Press, LLC, noting that “the expressive nature of AJ Press’s use of the Punchbowl Mark and the fact that ‘punchbowl’ is a common word will certainly be relevant in the likelihood-of-confusion analysis” (See Section 1:8.2).
Sound: Highlights the Tenth’s Circuit’s decision in Elevate Federal Credit Union v. Elevations Credit Union where the marks at issue, used in banking services, shared the same root term but sounded different because of the difference in number of syllables and where the emphasis was placed (See Section 4:3.2).
Appearance: Takes note of JetBlue Airways Corp. v. Airblue Ltd., a decision in which the TTAB ruled that consumers could perceive services under the AIRBLUE mark as an extension of JetBlue’s services. The TTAB also noted that it “is sufficient for a finding of likelihood of confusion if relatedness is established for any item encompassed by the identification of services within a particular class in the application” (See Section 4:3.4[B]).

The Table of Cases has also been updated for this release.

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Treatise Update: Financial Product Fundamentals: Law, Business, Compliance (Second Edition)

Financial Product Fundamentals: Law, Business, Compliance (Second Edition) is a comprehensive reference on the regulations, benefits, advantages, pricing, distribution, marketing, and current and future viability of registered offerings. It includes expert analysis of private placements, mutual funds, hedge funds, money market funds, exchange traded funds, real estate investment trusts, international investment funds, variable insurance products, and other instruments. This treatise has been completely revised to reflect the Dodd-Frank Act, SEC actions, and other regulatory changes made to spur the economy and reform the financial markets.

The new release includes updates to the following chapters:

Chapter 2A provides revisions that cover the settlement cycle for ATM offerings.
Chapter 3 discusses the Holding Foreign Companies Accountable Act.
Chapter 5A discusses the adoption of a U.S. federal excise tax on corporate share; the 2022–2023 SPACs special meetings for approval of business combinations and extensions of business combination deadlines and liquidations; the ratification actions in Delaware: Garfield v. Boxed, No. 2022-0132-MTZ, 2022 BL 461782 (Del. Ch. Dec. 27, 2022), and In re Lordstown Motors Corp., No. 2023-0083-LWW, 2023 BL 56465 (Del. Ch. Feb. 21, 2023); and restructurings and re-SPACs.
Chapter 5B provides new coverage of sustainability-linked loan documentation guidance; the EU Corporate Sustainability Reporting Directive, which came into force in January 2023; and the EU green bond standard.
Chapter 9 discusses the recently amended Rule 2a-7 and the other rules (the “2023 Amendments”) that govern money market funds, including changes to the liquidity fee and redemption gate framework under Rule 2a-7; and disclosure Form N-1A and Form N-MFP. There’s also new discussion of the amendment to Rule 2a-7 to allow stable NAV money market funds to implement a reverse distribution or similar share cancellation mechanism (RDM) that would reduce the number of the fund’s outstanding shares in order to maintain a stable share price in a negative interest rate environment.
Chapter 17 covers new revisions to Rule 12d1-4 under the Investment Company Act, a new rule designed to streamline and enhance the regulatory framework for funds that invest in other funds (“funds of funds”).

The Table of Authorities and Index have also been updated for this release.

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Treatise Update: Hedge Fund Regulation (Second Edition)

Hedge Fund Regulation (Second Edition) provides a comprehensive understanding of hedge funds, from their history and investment strategies to the legal and compliance considerations affecting their structuring, management and market activities. It examines all aspects of these innovative investment vehicles and addresses current regulatory concerns that impact hedge funds, their managers and investors. Updated regularly to keep current with regulatory and enforcement developments, this book is designed to guide practitioners in structuring, organizing, and managing hedge funds.

The new release includes updates to the following chapters:

Chapter 23 addresses the SEC’s new “Dealer Rules” that expands the reach of dealer regulation to managers and funds deemed to be market liquidity providers.
Chapter 24 covers the revised requirements for filings under sections 13(d) and 13(g) of the Exchange Act as well as related SEC guidance on the applicability of beneficial ownership to cash-settled derivative securities and the parameters of group status. Added sections addressing new Form N-PX “say on pay” filing obligations and Short Position and Stock Lending Reporting.
Chapter 25 discusses revisions to the FSOC’s Guidance on Nonbank Financial Company Determinations and its related Analytic Framework for Financial Stability Risk Identification, which alter the considerations to be used to assess the SIFI status of nonbank financial companies.

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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 — including government records, electronic surveillance, the workplace, medical data, financial information, commercial transactions, and online activity, including communications involving children. This book gives crucial guidance on how to establish compliance programs that adhere to both federal and state regulations. The aim is to ensure data privacy and security, prevent cybercrime, and avoid potential consequences such as fines, penalties, legal cases, damages, and negative publicity.

Highlights from the new release include updates to the following chapters:

Chapter 4 discusses recent FTC focus on the consumer protection and competition risks associated with algorithms, AI, and automatic tools, including its employment of enforcement tools to disincentivize companies from using data that was wrongfully collected to develop AI.
Chapter 9 talks about a new standard set forth by the NLRB for determining whether an employer rule unlawfully interferes with employees’ exercise of Section 7 rights, overturning its prior standard. Under the current approach, following a showing that a challenged rule is presumptively unlawful, the employer can rebut the presumption by establishing that the rule is necessary to advance a legitimate and substantial business interest that it would not be able to advance with a more narrowly tailored rule.
Chapter 14 includes discussion of significant privacy protection developments globally, including in Argentina, India, Israel, Philippines, Saudi Arabia, Singapore, Switzerland, and Vietnam.

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Treatise Update: Friedman and Smith on Contracts and Conveyances of Real Property (Eighth Edition)

Friedman and Smith on Contracts and Conveyances of Real Property (Eighth Edition) delivers essential information and guidance to practitioners in the field of real estate conveyancing by helping readers to carefully consider all of the issues and options before finalizing a contract, handle unexpected problems and contingencies, factor in a relevant case law when structuring sound agreements, and avoid drafting ambiguous or incomplete contracts. This book explains common law principles, and thousands of statutes and court decisions, creating a road map for readers on what course of action to take and what to avoid at every stage of real estate conveyancing.

Providing more than 140 sample forms, sample clauses, and checklists that simplify and accelerate transactions, Friedman and Smith on Contracts is a comprehensive guide to every aspect of real estate contracts and conveyances.

The new release includes updates on the following topics:

Statute of Frauds: New discussion covers the doctrine of ratification, which sometimes overcomes a violation of the statute of frauds (see section 5:13).
Standard Clauses in Contracts of Sale: Covers attorney review clauses and provides a sample clause commonly used in New York (see section 6:27).
Property Quality: Updated discussion of radon inspection clauses (see section 7:2.1) and express warranties of quality (see section 7:3).
Marketable Title: Discussion of lapse of time updated to cover outstanding mineral rights (see section 14:7.3).
Encumbrances: New discussion of federal tax liens, including which parties and what property are affected (see section 15:4.1).
Risk of Loss and Condemnation: Discussion of con-tract provisions on risk of loss updated with review of Warner v. Estate of Allen, 776 N.E.2d 422 (Ind. Ct. App. 2002) (see section 18:1.5[B]).
Deed Execution and Delivery: Updated introductory discussion of delivery of a deed (see section 27:2.1).
Deed Covenants of Title: Updated discussion of estoppel by deed (doctrine of after-acquired title) (see section 28:5).
Bona Fide Purchasers and Notice: Updated discussion of recitals of fact (see section 30:3.2).
Title Products: Updated discussion of the measure of recovery under a title insurance policy (see section 31:3.4)

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Treatise Update: Fragomen on Immigration Fundamentals: A Guide to Law and Practice (Fifth Edition)

Fragomen on Immigration Fundamentals: A Guide to Law and Practice provides in-depth coverage of the rules, policies, and procedures related to key facets of immigration law in the United States. This includes employment-based and family-based immigration, other avenues for permanent residence, temporary (“nonimmigrant”) admissions for business, study, work, and other purposes, naturalization of foreign-born persons and acquisition of citizenship at birth, refugee and asylum law and other humanitarian protections under U.S. law, the denial of admission and removal of foreign nationals on security- and criminal-related grounds (and other statutory grounds), and the administrative and judicial review of unfavorable immigration determinations.

The new release includes updates to the following chapters:

Chapter 2 covers the new procedures pertaining to permanent labor certifications (PERM) that went into effect on June 1, 2023.
Chapter 5 discusses the new organizational account system for H-1B filings, under which multiple individuals within an organization and their immigration counsel can collaborate on and prepare registrations and petition filings.
Chapter 6 explains the USCIS guidance issued in September 2023 which establishes that asylum applicants must bring an interpreter to their interview if they are not fluent in English or wish to proceed with their interview in a language other than English.
Chapter 7 discusses a Texas law, S.B. 4, set to take effect in March 2024, which would create state offenses related to unlawful entry and unlawful presence which would allow Texas to arrest migrants suspected of crossing the Texas-Mexico border without authorization. In February 2024, a federal district court issued a preliminary injunction placing the law on temporary hold.

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Treatise Update: Substantial Similarity in Copyright Law

Substantial Similarity in Copyright Law focuses on the pivotal subject of substantial similarity and helps plaintiff and defense attorneys evaluate and advocate copyright infringement claims. The book illustrates how substantial similarity tests apply to specific kinds of copyrightable material—from fiction to computer programs, and from sound recordings to architectural works. Practitioners will learn how courts address substantial similarity at each stage of litigation from motion practice to trial, and when they can leverage expert witnesses to strengthen their claims or discredit their adversary.

Highlights from the new release include updates to the following chapters:

Chapter 2 discusses unprotectable material and “thin copyright”.
Chapter 3 provides updated discussion of the Ninth Circuit’s substantial similarity test and when dismissal on grounds of substantial similarity is appropriate.
Chapter 9 examines Gray v. Hudson, where the Ninth Circuit affirmed that an eight-note ostinato was not copyrightable.
Chapter 13 covers Structured Asset Sales, LLC v. Sheeran, the first case that expressly rejects an infringement claim based on a combination of individually unprotectable elements on grounds of numerosity.

The release provides new illustrations of the matters in issue in these cases:

Cub Club Inv. v. Apple Inc. (racially diverse emojis) (see new Appendix A.1.T)
Morford v. Cattelan (banana duct-taped to a wall) (see new Appendix A.2.L)
teamLab Inc. v. Museum of Dream Space, LLC (interactive, digital, audiovisual museum displays designed to immerse visitors in the vastness of the universe) (see new Appendix A.2.M)
ACT, Inc. v. Worldwide Interactive Network, Inc. (description of skills to be learned) (see new Appendix A.3.H)
Hanagami v. Epic Games Inc. (choreography) (see new Appendix A.3.I)
Unicolors, Inc. v. H&M Hennes & Mauritz, L.P. (sweater) (see new Appendix A.9.W)
Advanta-STAR Auto. Research Corp. of Am. v. DealerCMO, Inc. (automobile comparison database) (see new Appendix A.9.X)
Klauber Bros., Inc. v. M.J.C.L.K., LLC (fabric designs) (see new Appendix A.9.Y)
Hayden v. Koons (serpent platform sculpture) (see new Appendix A.11.U)

In addition, the Table of Cases, the Defendant-Plaintiff Table, and the Index have been updated.

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Treatise Update: Friedman on Leases (6th Edition)

Friedman on Leases 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.

Packed with numerous case decisions with commentary and valuable sample lease clauses and agreements, practitioners will be able to draft, negotiate, and amend every essential document involved in commercial leasing, modify lease provisions for the full variety of landlord-tenant arrangements, anticipate and resolve problematic transaction developments, avoid drafting errors, deal with difficult issues specific to assignments, subletting, renewals, take-over leases, percentage leases, and other challenging aspects of commercial leasing.

The new release includes the following updates:

Chapter 2 discusses Florida’s recently enacted legislation that restricts non-citizens who are domiciled either in China or other specified “countries of interest” from purchasing or acquiring any interest in real property in the state.
Chapter 3 dives into express parking rights, including the latest case development.
Chapter 4 provides an updated discussion on the possible right of bankruptcy trustee to terminate tenant’s lease rights, including the latest case developments.
Chapter 5 covers tenant’s obligation to pay associated interest, penalties, and costs imposed due to tenant’s non-payment of real estate taxes, and includes a clause making clear tenant’s liability for such obligations.
Chapter 6 provides commentary on implied duties of continuous operation.

The Table of Cases and Index have also been updated.

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Treatise Update: Hillman on Commercial Loan Documentation (6th Edition)

Hillman on Commercial Loan Documentation offers practical guidance on how to document transactions in ways that secure lenders’ interests, minimize their risks, and protect them from liability. Packed with time-saving sample forms and sample drafting language, this book allows you to craft more quickly and confidently the full range of relevant documents, including loan agreements, security agreements, financing statements, pledges, guaranties, and opinion letters. This book also illustrates how to create loan closing checklists that ensure every key step is taken to get solid deals done and how to draft agreements that protect lenders from environmental risks, resolve conflicts with creditors, and allow lenders to capitalize on lucrative financing opportunities.

The new release includes the following updates:

Revised § 20:2.1, Evidence of Property Insurance, explains that an ordinary “loss payee” clause may not protect the lender against the borrower’s arson, insurance fraud, or negligence.
Revised § 24:2.1, The Debtor Changes Its Name, explains that under the federal REAL ID regulations, an individual’s driver’s license must include the debtor’s full middle name, not just a middle initial, possibly making a filing “seriously misleading.”
New § 24:9, Changes in the Means of Perfection, examines the 2022 Code amendments adding control to the perfection techniques for controllable electronic records, controllable accounts, controllable payment intangibles, and electronic money.

The following forms have also been updated:

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