Category Archives: Treatise Update

Treatise Update: Insurance and Investment Management M&A Deskbook

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.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update- International Corporate Practice: A Practitioner’s Guide to Global Success

International Corporate Practice provides guidance on building a comprehensive global legal department and includes advice on structuring, staffing, and budgeting, as well as the use of foreign legal consultants and outsourcing.

Written by some of the nation’s leading corporate attorneys, this book will help you to develop compliance programs that minimize clients’ legal exposure in foreign markets, commercialize intellectual property, evaluate successful mergers and acquisitions abroad, structure effective international project financing transactions, ensure clients satisfy international guidelines crucial to their global viability, and manage legal challenges facing clients overseas.

The new release includes updates to the following chapters:

The Index has also been updated for this release.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update- Patent Litigation (3rd Edition)

Patent Litigation (3rd Edition) is an indispensable practical resource for every patent litigator. This treatise increases your ability to prevail at trial while helping you cut the costs and complexity of litigation. Written by leading patent litigators, this treatise helps guide it’s readers through the litigation process, helping them to understand various infringement actions and their respective burdens of proof; conduct comprehensive pre-suit investigations that streamline your cases; develop potent case themes; assemble strong litigation teams; get an early edge over opponents during discovery; reduce expenses by developing smart litigation budgets; maximize the persuasive impact of documents, exhibits, and lay and expert witnesses; and fortify their case while controlling costs by making savvy use of computers, jury consultants, and litigation support vendors.

Highlights of this release include:

  • Corporate disclosures under Rule 7.1 and the hotly debated issue of whether recent court-imposed disclosure requirements are justified or permissible (see section 3:7).
  • Case law from the federal circuit vacating a preliminary injunction that barred a patentee from informing the accused infringer’s customers of patent infringement because the accused infringer had not shown the infringement accusations to be unreasonable or objectively baseless as a matter of literal infringement or infringement under the doctrine of equivalents (see section 10:3.2).
  • Examples of courtroom technology available in common patent venues (see section 11:7.4).
  • The important role played by the Office of Unfair Import Investigations in section 337 proceedings before and after complaint filing (see section 14:4.4).
  • An expanded discussion of the remedies available in an ITC litigation (see section 14:4.9).
  • A new section on the public interest factors that the ITC must consider in fashioning a remedy (see section 14:4.10).

The Index and Table of Authorities have also been updated.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update – The Circular 230 Deskbook: Related Penalties, Reportable Transactions, Working Forms

The Circular 230 Deskbook is an essential compliance resource for every tax professional who practices before the IRS.  It helps practitioners comply with complex Circular 230 amendments more easily — and avoid costly penalties and sanctions.  In addition to demonstrating prescribed duties when advising clients in the preparation of tax returns, it offers quick-reference compliance tools.

This release updates the treatise with the latest developments in tax and estate law relating to IRS Circular 230.   Highlights from the new release include:

  • Chapter 1: Deference: When the Court Must Yield to the Government’s Interpretation: Answers the questions of 1) whether Joint Committee reports carry more weight than law review articles and 2) whether IRS publications displace controlling statutes, regulations, and case law (see section 1:2 and section 1:3.1).
  • Chapter 3: Reporting and List Maintenance Requirements: Discusses how a district court’s invalidation of a notice on a nationwide basis was an error (see section 3:5).
  • Chapter 4: Circular 230: Suggests a best practice in the event a practitioner should die or become incapacitated (see section 4:16).

An updated Table of Authorities is included.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update – Derivatives Deskbook: Close-Out Netting, Risk Mitigation, Litigation (Second Edition)

Derivatives Deskbook: Close-Out Netting, Risk Mitigation, Litigation is a comprehensive resource for all users of swap agreements and derivatives, from financial institutions to corporate end-users. The treatise defines the key terminology and identifies the major players, discusses the full range of required documentation, highlights best practices for the legal risk management of derivatives, and includes numerous practice-tested legal forms.  In addition, it examines all significant, and often difficult-to-find, derivative transactions litigation cases from leading jurisdictions worldwide.

Highlights of this new release include:

  • Second Method, Market Quotation Under 1992 Master Agreement: Expanded discussion regarding the documents that may be considered in making the market quotation determination (see section 5:4).
  • Avoidance Powers—Bankruptcy Code Sections 544, 547, and 548: Updated examination of a Supreme Court ruling on whether section 546(e) protects transfers made through a financial institution to a third party as an intermediary (see section 7:2.3).
  • Jurisdictional Issues: Added identification of the normal governing law of OTC derivative transactions and explanation of whether parties are obligated to utilize the laws of these jurisdictions (see new section 8:8).
  • General Review of Systemic Risk and Regulatory Developments: Expanded exploration of a Second Circuit decision relating to the extra-territorial aspects of the Commodity Exchange Act (CEA) and the availability of judicial remedies for violations of the CEA by foreign counterparties (see section 9:1).

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update – Stocker on Drawing Wills and Trusts (Fourteenth Edition)

Stocker on Drawing Wills and Trusts, a staple in the library of attorneys and estate planners for more than 50 years, provides high-quality, comprehensive, field-tested drafting guidance that ensures wills, trusts, and other estate planning documents fully express clients’ wishes without provoking costly legal challenges. It is enhanced by hundreds of labor-saving sample forms and clauses.

Highlights of the new release include:

  • Estate Tax and Planning for the Appli­cable Credit Amount: Updated numbers regarding transfer tax rates; federal and state estate tax top rates; and gift, estate, and GST tax exemptions (see Chapter 5).
  • Preserving the Marital Deduction for a Surviving Spouse’s Revocable Trust: New information on how to avoid probate in a surviving spouse’s estate (see new section 6:7.7).
  • “Exhaustion” Concerns for Charitable Remainder Annuity Trusts: Revisions detail the consequences resulting from inattentive drafting of payment provisions (see section 8:4.1[E][4]).
  • Provisions Relating to Trusts Holding Retirement Plans: Expanded section explores the SECURE 2.0 Act, which con­tinues the SECURE Act regime (see section 10:4.3).
  • Holographic Wills:  Updated explanation regarding holographic wills and validity challenges (see section 13:4.1).

In addition, numbers indexed for inflation have been added throughout the text, and the Index and Table of Authorities have been updated.

On a related note, check out this timely PLI Chronicle article on the new reporting obligations for trusts in Canada.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update – New York Elder Law (Second Edition)

New York Elder Law is a comprehensive, authoritative guide to legal considerations for seniors in New York, with particular emphasis on areas such as Medicaid eligibility, Medicare, and Medi-gap Insurance. This book includes sample wills, checklists, flowcharts, and up-to-date information on eligibility and benefit levels, all designed to help practitioners work more effectively with government agencies. It also addresses broader issues such as nursing home rights, power of attorney, and healthcare decision-making, reflecting the latest legal developments in these areas.

Highlights of this new release include:

  • Medicaid for the Elderly, Blind, or Disabled: Discussion updated to cover the E14 Waivers or exceptions put in place for Medicaid renewals from July 1, 2023, through May 2024 (see section 3:12.1).
  • Medicaid Home Care: Updated discussions cover new form DOH-5770, Practitioner Statement of Need (see section 4:6.2[A][2]); and LDSS’s submission of a web-based form to NYIA requesting expedited assessments upon receipt of an immediate need request (see section 4:6.2[A][5]).
  • Nursing Homes: New discussion reviews visitation requirements for nursing homes, as well as residents’ rights (see section 5:21).
  • New York Power of Attorney: Updated discussions include the effect of a defective notarization on a power of attorney (see section 6:3), and the requirements to make gifts under the 2009 amendments to the NY GOL (see section 6:5).
  • Health Care Decision Making: New discussion of the Palliative Care Access Act (see section 7:11).

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update – Hedge Fund Regulation (Second Edition)

Hedge Fund Regulation offers a thorough examination of hedge funds and the ever-changing regulations that impact their structure, activities, and operations. Hedge fund counsel and financial industry stakeholders will find invaluable pointers on Regulations D, S, and other statutes; anti-money laundering and privacy compliance; highly-regulated investors; complex assets and transactions; and federal agency reporting requirements. The guide includes flowcharts and checklists that cover investment advisor registration, CPO annual reporting, and recordkeeping requirements.

Highlights from the updated release include:

  • Rationale for Regulation: Updated analysis concerning the SEC’s regulatory shift towards more substantive regulation of investment advisers (see section 3:4).
  • Marketing the Manager: Added discussion of recent SEC enforcement activity regarding the Marketing Rule (see section 6:2.1[B][4][e][iv]).
  • Compliance: Extensive revisions to cover the new rules and rule amendments under the Investment Advisers Act that substantially modify existing regulatory requirements and create new compliance obligations for investment advisers to private funds (see section 13:8). Updated discussion of SEC examinations of investment advisers (see section 13:14).
  • Books and Records: Revisions address new SEC books and records requirements related to recent major modifications to the Investment Advisers Act. Updated analysis of recent significant changes to Form PF (see section 14:3.2).

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

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

Financial Product Fundamentals offers a comprehensive dive into the regulatory, pricing, marketing, and viability issues surrounding registered offerings. It also provides the legal fundamentals underlying private placements, real estate investment trusts, hedge and exchange-traded funds, and other registered offering types. The book gives pointers on completing and filing Forms F-1 and 20-F, navigating policy closings, devising IPO timelines, and more. In addition, this compendium addresses the Dodd-Frank Act, SEC actions, foreign broker-dealers, advertising in connection with prospectuses, insurance-linked securities, and life settlements.

Highlights from the updated release include:

  • Alternative Capital Raising for Public Companies: Revision covers the settlement cycle for ATM offerings (see section 2A:2.2[E]).
  • International Securities Offerings: New discussion covers the Holding Foreign Companies Accountable Act (see section 3:13).
  • Special Purpose Acquisition Companies: New discussions cover the adoption of a U.S. federal excise tax on corporate share repurchases (see section 5A:8.4); the 2022–2023 SPACs special meetings for approval of business combinations and extensions of business combination deadlines and liquidations (see section 5A:8.5); the ratification actions in Delaware (see section 5A:8.6); and restructurings and re-SPACs (see section 5A:8.7).
  • Sustainable Finance: Extensive updates to Chapter 5, with new coverage of sustainability-linked loan documentation guidance (see section 5B:4.4); the EU Corporate Sustainability Reporting Directive, which came into force in January 2023 (see section 5B:5.3); and the EU green bond standard (see section 5B:5.4).
  • Exchange-Traded Funds: Revisions cover 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”) (see section 17:3.3).

To aid in your research, the Table of Authorities and Index have also been updated.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update – Patent Licensing and Selling: Strategy, Negotiation, Forms (Second Edition)

Patent Licensing and Selling guides practitioners through the fundamentals of drafting and structuring profitable patent licensing deals. Containing more than 350 sample agreements and clauses, the book provides actionable strategies to negotiate these deals. It also highlights terms that can trigger delays and disputes, strategies around exclusive licenses, and pointers for selecting markets for specific licensees. In addition, the text integrates discussion on infringement protection and enforcement steps, license duration and termination guidelines, and confidentiality considerations.

The new release includes revised and expanded coverage of the following topics:

  • Definitions: New sections 1:1.1 and 1:5.1[C] discuss the implications of failing to define a term, using the as term “affiliate” as an example and showing the need to uncover the identity of each affiliate (section 1:5.1[A]) and to determine whether an entity qualifies as an affiliate (section 1:5.1[B]), as well as any limitations around the term (section 1:5.1[C]), the consequences of leaving the term “affiliate” undefined (section 1:5.1[D]), which edition of dictionary to use (section 1:5.1[E]), and the overall lessons to be learned (section 1:5.1[F]).
  • Additional future licenses: Inclusion of a sample pro­vision dealing with a situation in which the licensee discovers that he or she unknowingly developed products that infringed patents already owned by the licensor and that are not licensed to the licensee under the patent license agreement (see section 2:5.4).
  • Royalties: Added information on withholding taxes on royalty payments (see NEW section 4:9.8).
  • Prosecution and maintenance: Instruction on the consequences of a party’s decision to abandon prosecution and mainte­nance (see section 6:3.2[A]).
  • Licensee efforts: Extensive coverage of a licensee’s obligation to use “best efforts” and commercially reasonable efforts (see section 12:1.1 and section 12:6, respectively).
  • Technology license agreements: New coverage around licensing of oth­er intellectual property, such as trade secrets, confidential information, and know-how (see NEW Chapter 20).
  • New contract provisions: Examples 1:5B, 1:9, and 1:20 (Definition of affiliate); Example 1:41A (Choice of law); Example 1:51A (Commercially reasonable efforts); Example 2:53 (Additional future patent li­cense; licensee infringing licensor patents not licensed under the patent license agreement); Examples 4:55A, 4:55B, and 4:55C (Tax withholding); Example 5:10 (Audit; pay­ment for audit); and Example 6:6 (Notice of intent to abandon prosecution or maintenance of licensed patents).

The Table of Examples, Table of Authorities,and Index have also been updated.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.