Category Archives: Treatise Update

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:

In addition, the Table of Authorities and Index have been updated to reflect the latest revisions.

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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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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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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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Treatise Update – Corporate Legal Departments: Practicing Law in a Corporation

Corporate Legal Departments: Practicing Law in a Corporation provides invaluable guidance on a wide range of responsibilities and dilemmas in-house attorneys face.  It advises on matters such as detecting and preventing internal legal problems, developing corporate business plans, pursuing new business opportunities, using cost-effective litigation strategies, and managing corporate crises.  The treatise features a unique In-House Counsel’s Handbook covering some of the key areas of corporate law and compliance.

Highlights from this expanded and updated release include:

  • Technology management: A new section discusses the role technology plays in promoting remote communications, data privacy, and cyber security, especially in the COVID-19 era, and whether current technology fully supports legal entity management (see section 6:4).
  • Organization: A new section illustrates four types of reporting lines that are critical for promoting communication and transparency between the general counsel and the chief executive officer as well as the board of directors (see section 2:8).
  • Privileged communications: A memo from the Department of Justice in a recent case involving Google explains the need to properly educate in-house counsel and nonlawyer employees on the practice of copying counsel on requests for legal advice where no advice is requested in order to shield business advice in the cloak of legal advice offered by counsel (see revisions in sections 12:1 and 14:15.11).
  • In-House Counsel’s Handbook: This release includes extensive updates to Appendix A, which is designed to help in-house lawyers understand pertinent points in key areas of their practice.

The Index has also been updated for this release.

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

Fragomen on Immigration Fundamentals provides in-depth coverage of the rules, policies, and procedures related to key facets of immigration law in the United States. Throughout, the authors supplement analysis of recent cases, policies, and rules with practical guidance for both general practitioners and experienced immigration attorneys.

Some of the important recent developments discussed in this release include:

  • PERM Recruitment: §2:2.4[D][6] discusses how an August 2021 DOJ settlement agreement in a U.S. worker discrimination lawsuit against Facebook impacts government enforcement of the PERM program.
  • COVID-19: §2:10.3[A][3] and §3:4.1[C] reveal a new COVID-19 related requirement that green card applicants must satisfy in order to be deemed eligible for permanent residence. The new requirement is in­cluded in the routine medical examinations for both adjustment of status applicants in the United States and immigrant visa applicants applying at U.S. embassies and consulates abroad.
  • Work authorization for spouses: §5:6.3[B] and 10:3.4[N] cover a November 2021 announcement by the USCIS regarding the work authorization process for certain E, L-2, and H-4 spouses in response to a lawsuit that challenged the lengthy processing delays of EAD applications for dependents.
  • T nonimmigrants: In October 2021, USCIS issued comprehensive guidance in its Policy Manual regarding the adjudication of T nonimmigrant status applications for victims of severe forms of trafficking in persons (see §5:28.1[A]).
  • H-2B changing employers: §10:3.4[M] explains how a provision of a January 2022 DHS rule providing a cap increase for FY 2022 gives greater job flexibility to H-2B workers already in the United States.

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

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Kane on Trademark Law is a comprehensive resource on trademark law and tactics which provides court-tested practical suggestions on how to quickly spot potential conflicts and save time on searches, overcome common descriptiveness rejections, update or amend registrations, and prepare witnesses for depositions.  It includes illustrative lists of cases, full-color illustrations of previously litigated marks, sample forms, and step-by-step checklists.  The treatise is updated regularly to provide in-depth analysis of the most recent developments in the field.

The new release provides expert analysis and practical insights regarding a wide range of trademark issues. Topics of interest include:

  • Registration; grounds for rejection: Revisions include updates to the opposition proceeding involving the RAPUNZEL mark currently pending before the Trademark Trial & Appeal Board (see § 6:5.2).
  • Fraud: Revisions include discussion of Chutter, Inc. v. Great Management Group, LLC and Chutter, Inc. v. Great Concepts, LLC on the standard for fraud post-Bose (see § 7:2.5).
  • Limits to incontestability: Revisions include updated Eleventh Circuit case law on the relevance of incontestability to the infringement analysis (see § 7:3.4[C]).
  • Internet: Revisions include a new discussion of the Metaverse and cases involving non-fungible tokens (NFTs) (see § 11:1.3).
  • Rights of publicity and privacy: Section 14:2.1 takes note of NCAA name, image, and likeness rule changes per a recent Supreme Court case and NCAA policy changes.
  • TTAB proceedings: New Federal Circuit cases have been added to the discussion on standing in section 19:2.2[A].

The Table of Authorities and the Index have also been updated.

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Treatise Update – Advertising and Commercial Speech: A First Amendment Guide (Second Edition)

Written by First Amendment experts, Advertising and Commercial Speech: A First Amendment Guide focuses on how the Supreme Court’s commercial speech doctrine affects advertising in nearly fifty industries and professions including for the services of accountants, doctors and dentists, lawyers, pharmacists, educators, and more.

Among the many topics discussed in this new release are the following:

  • Lanham Act and misappropriation claims: New material in section 9:2 discusses two major post-Ariix decisions from federal courts in San Francisco involving failed lawsuits seeking to leverage the Lanham Act as a basis for challenging Facebook’s efforts to police its website against the spread of online misinformation.
  • Compelled commercial speech—housing: A revised section 12:11 examines a case from the Eastern District of New York involving a challenge by “five small landlords” to an emergency state eviction moratorium law enacted in the middle of the COVID-19 pandemic.
  • Taxation of media: An update to section 13:4.1 covers a case from the Ohio Supreme Court regarding whether a billboard tax violated the First Amendment’s protections for freedom of speech and freedom of the press.
  • Regulation of advertising content: Cases added to chapter 14 include:
  1. Florida proceedings challenging the state’s law that prohibited cruise lines from requiring passengers to provide COVID-19 vaccination or post-infection recovery documentation prior to boarding (see section 14:2); and
  2. Fair housing cases dealing with a Seattle ordinance that precluded landlords from taking adverse action against tenants and prospective tenants based on criminal history and a case in New York involving a law that prohibited landlords from “threatening” residential or commercial tenants based on the tenant’s COVID-19 status (see section 14:17).

In addition, this release includes an updated Table of Cases, Defendant-Plaintiff Table, and Index.

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New Edition! Net Leases and Sale-Leasebacks: A Guide to Legal, Tax and Accounting Strategies (2022 Edition)

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PLI Press is proud to announce the publication of the new edition of Net Leases and Sale-Leasebacks: A Guide to Legal, Tax and Accounting Strategies.

The treatise covers all aspects of the ownership, financing, documentation, taxation, and accounting for net leases with a focus on those areas where the treatment of net leases differs from the treatment of other forms of real estate investment. It includes in-depth guidance on sophisticated and complex structuring issues, particularly with respect to the latest tax and financial accounting rules, and provides readers with several appendices to assist with the nuts and bolts of net leasing practice, including a sample Net Lease and a sample Ground Lease.

Highlights of the 2022 Edition include:

  • Tenant Purchase Options. Chapter 2 (The Lease) has been updated with an expanded discussion of the risks to the landlord arising from a tenant purchase option.
  • Tax Considerations. Chapter 5 (Tax Considerations) has been updated with new material on section 1031(f) and related party exchanges, allocating interest payments between deductible and non-deductible uses, transfer tax liability, series LLCs, promoted interests, and more.
  • Sample Net Lease: Appendix E (Sample Net Lease) has been updated with new Force Majeure and Right to Go Dark provisions.

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