Category Archives: Treatise Update

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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Treatise Update: Kane on Trademark: A Practitioner’s Guide (Seventh Edition)

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Kane on Trademark is a comprehensive resource on trademark law and tactics. It includes lists of cases on both sides of all major trademark issues, full-color illustrations of previously litigated marks, sample forms, and step-by-step checklists. This book provides court-tested practical suggestions, including how to spot potential conflicts and save searching time and expense with effective shortcuts, overcome common descriptiveness rejections, update or amend registrations based on changes in the mark and prepare witnesses for depositions.

The new release includes updates to the following chapters:

Chapter 2 reviews a case from the First Circuit in which the green, white, and pink color scheme of candy was deemed functional by helping to identify the watermelon flavor of the candy.
Chapter 10 includes a case from the Eleventh Circuit on Article III standing in the context of false advertising. This chapter also explains the pitfalls in failing to review the relevant circuit precedent regarding presumptions in the context of false advertising claims.
Chapter 11 discusses federal (INFORM act) and state law related to content moderation on social media designed to deter the sale of, among other things, counterfeit merchandise. The state laws are facing First Amendment challenges.
Chapter 12 covers post-Jack Daniel’s decisions, including the key Ninth Circuit decision in Punchbowl, Inc. v. AJ Press, LLC, which scales back application of Rogers when an expressive mark is used as a mark. It also reviews recent developments and arguments about the right to repair.

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Treatise Update: Bankruptcy Deskbook (Fifth Edition)

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Bankruptcy Deskbook provides lawyers with practical assistance on how to achieve fair remedies while avoiding legal problems for clients in bankruptcy proceedings. This treatise covers the demands on Chapter 7 debtors, rules for Chapter 11 small business debtor, requirements for Chapter 13 individual debtors, compliance burdens placed on attorneys, while also keeping readers up-to-date on legal developments through the analysis of recent Supreme Court, court of appeals, and bankruptcy court decisions. It also provides step-by-step guidance through the bankruptcy laws, clarifying the purpose, features, mechanics, advantages, and drawbacks of Chapters 7, 11, 12, and 13 in the era of BAPCPA.

The new release includes updates to the following chapters:

Chapter 6 discusses how the Eighth Circuit has followed the Second Circuit’s Post-Merit holding that an entity may immunize a transaction from attack by a trustee by employing a financial institution as its agent in connection with a leveraged buyout, an approach which has been criticized.
Chapter 7 mentions the split of authority over whether Social Security benefits withheld by the IRS and credited against the debtor’s tax liability retain their exempt status when refunded.
Chapter 9 breaks down the Supreme Court’s recent interpretation of section 523(a)(2)(A) to mean that nondischargeability “turns on how the money was obtained, not who committed fraud to obtain it.” As a result, where a debtor is held liable for a fraud committed by another— such as a partner or agent—the debt will be nondischargeable despite the debtor’s lack of deceit.

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Treatise Update: Reinsurance Law

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Reinsurance Law examines the intricacies of U.S. reinsurance law in the twenty-first century, giving you a practical grasp of the purpose, benefits, markets, and costs of reinsurance; the features, operation, and risk-and-return characteristics of the full range of reinsurance products; state, federal, and international regulation of reinsurance; and a full understanding of resolving disputes in the industry. This practical guide is equipped with time-saving checklists, sample clauses and agreements for efficiency. It comprehensively covers federal and state law, industry standards, and practices, such as the Utmost Good Faith and Follow-the-Fortunes doctrines, and does so in a straightforward and easy-to-understand manner.

Highlights of the release include:

Revised Chapter 6 explains that arbitration is a matter of contract, and courts must enforce arbitration agreements according to their terms. Parties may agree to have an arbitrator decide whether the parties have agreed to arbitration.

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

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Treatise Update: Patent Claim Construction and Markman Hearings

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Patent Claim Construction and Markman Hearings provides an in-depth guidance to patent claims, walking the reader through the entire process of preparing for, conducting, and appealing a Markman hearing. This book includes an entire chapter on the local court claim construction rules of the various district courts that have adopted them.

This treatise helps readers understand how courts decide “what a person of ordinary skill in the field of the patent invention would understand the language of the claim to mean”, the impact of prior constructions on a new hearing, how to decide what claims or claim elements should be construed by the court, what constitutes intrinsic and extrinsic evidence in interpreting the claim, at what point in the overall patent proceeding a construction hearing should be held, and what are the rules that will be used when a contested construction is an issue in an appeal to the Federal Circuit.

The latest release includes:

Federal Circuit cases summarizing how claim construction should be determined based on several post-Markman cases (see Chapter 1)
Coverage of Salazar v. AT&T Mobility LLC, a Federal Circuit case questioning whether “a” meant “at least one” in a patent claim that recited “a microprocessor” that performed one function and then referred to “said microprocessor” that performed several functions (See Chapter 2).
Discussions of Sequoia Technology, LLC v. Dell, Inc., in which the Federal Circuit explained that disclosures in other patents do not necessarily reflect what a person of ordinary skill would know or understand because such disclosures might be the patentee’s exercise in lexicography (See Chapter 6)
Appendix C now includes the 2024 AIPLA Model Patent Jury Instructions.

The Table of Authorities has also been updated.

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Treatise Update: Sack on Defamation: Libel, Slander, and Related Problems (5th Edition)

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Sack on Defamation: Libel, Slander, and Related Problems offers strategic guidance for plaintiffs and defense attorneys and fully covers the basic elements of a defamation claim, including the types and amounts of damages that can be awarded, the treatment of libel per se and slander per se, the invasion of privacy torts, the causes of action for injurious falsehood, intentional infliction of emotional distress, and negligent misstatement, and the issues of jurisdiction and motion practice. Written by a U.S. Court of Appeals judge and updated by a constitutional law scholar from the University of Florida Levin College of Law, this treatise pinpoints practical legal issues vital to your clients, helping you understand when “truth” is not a defense.

The latest release includes updates on:

Chapter 2 on how to determine whether certain communications are defamatory covers a case involving political talk radio in which a politician was described as having “started a new political party” and a case from Texas involving an abortion opponent’s depiction of abortion advocacy groups as “criminal organizations.”
Chapter 4 discusses a case in which the New Hampshire Supreme Court interpreted New Hampshire law to protect a defendant who had couched his defamatory statement as speculation, thus providing more protection for opinion than Milkovich.
Chapter 5 covers a case in which the South Carolina Supreme Court held that a high school football coach, who was a public employee, was neither a public figure nor a public official and a New York case finding that a DJ was a limited-purpose public figure because he had purposefully and continuously publicized and promoted his business relationships with famous artists to attract publicity and business for himself and his record label.
Chapter 7 examines how hyperlinking, reposting, and retweeting is expanded with the discussion of cases from state and federal courts in New York, New Hampshire, Florida, California, and Ohio.
Chapter 10 discusses judicial review of damages awards takes note that plaintiffs may opt to prove “actual malice” to recover presumed damages without the need to prove actual damages.

The Table of Cases and the Defendant-Plaintiff Table have also been updated.

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Treatise Update: Langer on Practical International Tax Planning (5th Edition)

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Langer on Practical International Tax Planning provides current knowledge and expert advice attorneys need to help clients capitalize on ripe tax havens and financial centers. The book provides up-to-date information on the legal, tax, business, financial, social, political, technological, geographical, and regional factors to consider when developing and implementing customized planning strategies for clients. Packed with case studies, the book guides readers on how to select the right territories for each client, deploy the right instruments within each territory to eliminate, reduce, or defer taxes, avoid planning missteps that trigger tax problems, use local contacts to open doors to tax havens, and respond effectively to changing tax planning situations in specific havens and financial centers.

The latest release includes updates on:

Chapter 2 discusses the Tax Court holding that a partnership was engaged in the conduct of a U.S. trade or business based on the activities of its asset manager, and was also a “dealer in securities” subject to the mark-to-market accounting rules of section 475.
Chapter 5 talks about a case in which the Tax Court noted that the scope of section 904(f)(3) allows taxpayers to offset U.S. tax liability with a foreign tax credit, but does not cap the taxpayer’s gain to the amount of corresponding loss.
Chapter 18 explains an IRS legal memorandum concluding that restricted stock units compensating an employee for work performed for both a U.S. employer and its controlled foreign corporation are wages subject to federal income tax withholding, but only grants for work performed in the United States will be subject to FICA.
Chapter 26 examines what it means to “willfully” (or “non-willfully”) file a false income tax return or fail to report foreign bank accounts.

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Treatise Update: Securities Law and Practice Deskbook (Sixth Edition)

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Securities Law and Practice Deskbook is a thorough guide to the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), relevant rules and regulations, and key case law. This book serves as an introduction to U.S. federal securities laws, providing a base for how securities lawyers tackle issues. It also acts as a general review and a first resource for seasoned practitioners when dealing with unfamiliar aspects of securities law.

Updated twice a year to keep pace with frequently changing rules and regulations, the latest release includes updates on:

Chapter 1 includes upcoming Supreme Court rulings on the constitutionality of the SEC’s in-house judges and whether to overrule the Chevron doctrine.
Chapter 6 discusses new disclosure rules relating to SPAC IPOs and “de-SPAC” transactions and how they could lead to a further decline in the PIPE market.
Chapter 8 includes new SPAC rules imposing new disclosure requirements.
Chapter 9 discusses whether failure to makes a disclosure required in MD&A can support a private claim under section 10(b) and rule 10b-5 in the absence of an otherwise misleading statement. It also mentions the Fifth Circuit’s ruling vacating significant new rules that would have required quarterly disclosures and qualitative information regarding share repurchases.
Chapter 12 includes new SPAC rules stating that the Commission negates the ability of companies to use the PSLRA’s “safe harbor” for “forwardlooking” statements in SPAC IPOs and “de-SPAC” transactions.

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Treatise Update: Private Equity Funds: Formation and Operation

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Private Equity Funds: Formation and Operation examines the various fund types, including PIPEs, SPACs, mezzanine funds, and credit opportunity funds, and is designed to provide a comprehensive understanding of how private equity funds work and are regulated.

Written by expert private equity fund specialists from Schulte Roth & Zabel LLP, this book provides guidance on major decisions when creating a new fund, such as choosing the right organizational options for funds and their sponsors, structuring and implementing ownership and compensation arrangements that work best for each fund, negotiating terms between fund sponsors and investors, hiring and retaining the best fund talent, and qualifying for the Securities Act’s private placement exemption, the IAA’s exclusion from registration as an investment adviser, and other exemptive relief.

The new release includes updates to the following chapters:

Chapter 1 includes new coverage of growth capital funds and credit dislocation funds.
Chapter 7 updates discussion of the job application and includes Students for Fair Admissions, Inc. v. President and Fellows of Harvard College, 600 U.S. 181 (2023).
Chapter 12 includes updated discussions of the May 3, 2023, SEC amendments to Form PF requiring current reporting upon the occurrence of key events and also discusses the Private Fund Advisers Rule, which includes new rules and amendments to the Advisers Act applicable to private fund advisers.
Chapter 13 discusses the new rules, 3a5‑4 and 3a44‑2, under the Exchange Act to further define what it means to be “engaged in the business” of buying and selling securities for one’s own account.
Chapter 17 is a brand-new chapter that examines the class of credit extended by institutions to alternative asset managers to capitalize their funds.

The Index has also been updated for this release.

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Treatise Update: Insurance and Investment Management M&A Deskbook

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Insurance and Investment Management M&A Deskbook is an essential reference guide on emerging trends in insurance and investment management M&A.

With this release, this Deskbook is fully up-to-date and covers many topics including acquisitions of public insurance companies, blocks of insurance business and private acquisitions; the regulatory environment of the insurance industry and the financial services industry; investment in the insurance industry by private equity and pension funds; and the expansion of insurance industry participants into emerging markets around the globe.

The new release includes updates to the following chapters:

Chapter 2: Updates include a discussion of the regulations and guidelines meant to prevent the discriminatory use of personal credit scores, external data, algorithms, and predictive models in pricing decisions for insurance policies.
Chapter 4: This chapter includes updates on Treasury and IRS guidance on the impact of the Corporate Alternative Minimum Tax (CAMT) on the insurance industry.
Chapter 7: Updated to include the latest on the participation of private equity firms in the insurance space, including NAIC recommendations to address concerns reflected in their list of Regulatory Considerations and guidance from the European Insurance and Occupational Pensions Authority (EIOPA) on how regulators should evaluate acquisitions by private equity firms in the run-off sector.

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