Category Archives: Banking and Commercial

New Title! FinTech, RegTech, and the Financial Services Industry

PLI Press is proud to announce the publication of the new treatise FinTech, RegTech, and the Financial Services Industry.

Editor Clifford Kirsch, a leading securities lawyer with more than 25 years of regulatory, corporate counsel, and private practice experience, and a team of 39 experts offer extensive analysis of the legal and compliance issues arising out of the increasingly rapid developments in financial technology, including crowdfunding, blockchain technology and cryptocurrency, and the advent of robo-advisors, and the emerging regulatory framework.

Divided into seven parts, this treatise:

  • Provides introductory discussions tracing the development of fintech, regtech, and suptech, as well as a review of the regulatory agencies that cover financial products and services that fall under the fintech umbrella.
  • Examines the business applications of fintech and their attendant regulatory implications, such as the use of digital technology by financial services firms to interact with customers; raising equity capital through the SEC’s Regulation Crowdfunding; and more.  
  • Covers the concept of creating a general ledger through blockchains, which can be relied upon by the public as a source of information of ownership.
  • Examines the issues that arise when considering the handling and use of data by fintechs.
  • Considers anti-money laundering in the fintech context.
  • Provides a discussion of the legal effectiveness of electronic signatures, electronic records, electronic delivery (“e-delivery”) of records, and electronic retention of records.
  • Discusses firms’ integration of data analytics into their compliance programs, as well as regulators’ use of data analytics to surveil financial markets for potential misconduct.

Order a print copy today. PLI PLUS subscribers can access this title through their subscription.

More PLI Press books by Clifford Kirsch:

Treatise Update: Equipment Leasing– Leveraged Leasing

Equipment Leasing−Leveraged Leasing (Sixth Edition) provides readers with the comprehensive legal, tax, economic, accounting, environmental, and insurance information and advice they need to develop and implement leasing deals that maximize rewards and minimize risks.

The authoritative treatise was recently updated with new content to bring readers up to date on the cutting edge of the industry. Highlights from the new release (Release 1) include:

  • Chapter 29: Doing Business Under State Corporation Laws has been fully updated with the latest cases on suits by unqualified foreign corporations, the effect of subsequent qualification, defense of suits, and monetary penalties, as well as cases on doing business in interstate commerce, leasing personal property, and collecting debts.
  • New Appendix 29A provides state-by-state statutory citations on (1) the penalties imposed upon unqualified corporations that are doing business in the state and (2) the activities that may, or may not, constitute transacting intrastate business so as to require qualification.
  • New Appendix 29C includes state-by-state statutes and case law on LLCs doing business outside their state of formation, have also been updated.
  • Chapter 32: Leasing Outside the United States: Pickle, Loss Trapping, Subpart F, and Foreign Tax Credits has been updated with an extensive discussion of new concepts and statutory sections introduced by the Tax Cuts and Jobs Act (TCJA), including: Global Intangible Low Taxed Income (GILTI), Foreign-Derived Intangible Income (FDII), the base erosion and anti-abuse tax (the “BEAT”), the section 163(j) interest expense deduction limitation, and additional provisions impacting leasing transactions.

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PLI PLUS subscribers can access this title through their subscription.

Treatise Update – Commercial Ground Leases

Commercial Ground Leases (Third Edition) 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, a complete ground lease with many alternative clauses, and more.

Highlights from the latest update (Release #15) include:

  • Chapter 1, The Truth About Ground Leases. New discussion covers the landlord as partner, including the considerations for tenant/developers and equity sources and institutional mortgage lenders. See section 1:8.
  • Chapter 1A, Preliminary Agreements and Letters of Intent. Discussion of a well-drafted letter of intent, which should include all the material points to which the parties have agreed and any significant deal points that are potential deal breakers or processes to resolve them. See section 1A:2.2.
  • Chapter 6, Leasehold Financing. New discussion of mezzanine financing, which has become a feature of commercial real estate for a variety of purposes, including budget shortfalls and short-term needs. See section 6:2.4.
  • Chapter 7, Bankruptcy. Updated to include discussion of Mission Product Holdings, Inc. v. Tempnology, LLC, 139 S. Ct. 1652 (2019), in which the U.S. Supreme Court held, “Rejection of a contract—any contract—in bankruptcy operates not as a rescission but as a breach” and “leaves intact the rights the counterparty has received under the contract.” See section 7:5.4.

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PLI PLUS subscribers can access this title through their subscription.

New Edition! Equipment Leasing—Leveraged Leasing

Equipment Leasing—Leveraged Leasing (Sixth Edition) provides readers with the comprehensive legal, tax, economic, accounting, and documentation information and advice needed to develop and implement leasing deals that maximize rewards and minimize risks. Written by more than thirty leading leasing authorities, and featuring hundreds of pages of sample forms, checklists, and documents that expedite successful transactions, this treatise is an essential resource on leasing transactions of all kinds.

The recently published Sixth Edition contains several new chapters including:

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

New Edition! Consumer Financial Services Answer Book

Consumer Financial Services Answer Book (2020 Edition), written in a clear and accessible Q&A format, provides financial service lawyers and compliance professionals with the practical guidance needed to fully understand and comply with the various laws governing consumer financial services.

This comprehensive guide includes contributions from the well-regarded consumer financial services teams at three law firms—Manatt, Phelps & Phillips, LLP; McGlinchey Stafford; and Dykema Gosset PLLC—as well as from other prominent practitioners.

Highlights from the 2020 edition:

  • Comprehensive coverage of key governing statutes and regulations, including the all-important Title X of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the core federal laws affecting consumer lending, such as the Truth in Lending Act, the Fair Credit Reporting Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, and the Fair Debt Collection Practices Act.
  • A chapter on CFPB enforcement answers questions about the Bureau of Consumer Financial Protection, explaining the structure of the Office of Enforcement, the scope of its authority, the procedures it follows in enforcement investigations and action, and the nature of its enforcement activity to date.
  • Detailed discussions of the Electronic Signatures in Global and National Commerce Act (ESIGN), the Telephone Consumer Protection Act, and the laws governing unfair and deceptive acts and practices.
  • Chapters dedicated to a variety of specific consumer finance industries, including mortgage lending and servicing, automotive finance, the credit card industry, military lending and loan relief, and short-term lending.

Order your print copy today. 

PLI PLUS subscribers can access this title through their subscription. 

Blockchain Resources on PLI PLUS

Blockchain and distributed ledger technology have been dramatically transforming all industries, including the legal profession. The implementation of “smart contracts” is just one way blockchain technology directly affects lawyers and law firms.

The following are some of the many key blockchain-related topics that lawyers need to understand in order to effectively represent their clients:

  • The evolving landscape of token and ICO regulation
  • The expansion of blockchain technology and smart contracts
  • Legislative and regulatory initiatives affecting blockchain technology and digital assets
  • Intellectual property and blockchain
  • The mechanics of cross-border payments through correspondent banks and payment systems
  • Challenges and solutions for GDPR compliance

Below, we’ve highlighted some of our blockchain articles that may be of particular interest:

New Edition! Legal Guide to the Business of Marijuana

Legal Guide to the Business of Marijuana is a unique resource for lawyers who represent clients in what has been called the fastest growing industry in the United States. Many states now allow medical and/or recreational use of marijuana, but it remains illegal under the federal Controlled Substances Act. As a result, marijuana enterprises must operate in a legal and regulatory environment of uncertainty and rapid change, and lawyers representing these enterprises must tread carefully when advising clients.

Written by James T. O’Reilly, a lawyer and public health specialist, Legal Guide to the Business of Marijuana offers critical guidance to help lawyers effectively represent their clients while steering clear of seen and as yet unseen perils implicit in the continued federal-state conflict. Highlights of the 2019 Edition include:

  • Discussion and summary of the new laws in Michigan, Missouri, Oklahoma and Utah, the latest states to enact some form of legalization.
  • Coverage of the Agriculture Improvement Act of 2018 (the “2018 Farm Bill”), which legalized production of hemp nationwide while also retaining the regulatory power of the FDA over CBD products derived from hemp.
  • Updated state-by-state Appendix of cannabis-related statutes, regulation, and court cases

This essential treatise is available on PLI PLUS. If you would like to order a print copy, please contact libraryrelations@pli.edu.

Treatise Update: Derivatives Deskbook

Derivatives Deskbook: Close-Out Netting, Risk Mitigation, Litigation (Second Edition) is a comprehensive resource geared to all users of swap agreements and derivatives, from financial institutions to corporate end users. Derivatives Deskbook defines the key terminology and identifies the major players; discusses the full range of documentation; and highlights techniques and best practices that can significantly minimize risks. It examines the termination events and events of default that can trigger the early termination of OTC derivative transactions; the complex process of calculating the early termination amounts due the parties under the transactions; and how these transactions can be terminated in ways that minimize the damage to the parties and to the global financial system.

Derivatives Deskbook further examines the impact of U.S. bankruptcy interrelationship on the termination and close-out netting process and what steps must be taken to comply with a counterparty that is or may become bankrupt. It also serves as a comprehensive resource to key litigation involving derivative transactions in major jurisdictions around the world.

Highlights of this Release #3 include:

  • Chapter 3: Collateral and Security Arrangements; New sections explore the new variation margin regulations adopted by regulators in a variety of major jurisdictions in reaction to the financial crisis to govern the posting of collateral in OTC derivative transactions. The regulations have been enacted by applicable regulators in the European Union, the United States, Switzerland, Canada, and Japan.
  • Chapter 6: Risk Mitigation and Close-out Netting; Revised section 6:6, Collateral Arrangements, examines the need, in large financings with multiple banks and counterparties, for intercreditor agreements to sort through the rights of the various creditors to the collateral securing their obligations. Typically, in an intercreditor agreement, a swap counterparty would agree to abstain from declaring certain events so that a minor breach with one swap counterparty under a swap agreement for dealers and those costs will likely be passed on to counterparties.
  • Chapter 8: Best Practices Recommendations; Revised section 8:4.1, Credit Support Annex, explains that the restrictions on hypothecation in the initial margin regulations are expected to increase the costs of swap agreements for dealers and those cost will likely be passed on to counterparties.

This treatise is available on PLI PLUS. If you would like to purchase a print copy, please contact libraryrelations@pli.edu.

Treatise Update: Mutual Funds and Exchange Traded Funds Regulation (Third Edition)

Mutual Funds and Exchange Traded Funds Regulation offers definitive and up-to-date legal and compliance information. This two-volume treatise is filled with practical advice on complex issues involving valuation, distribution through intermediaries, structuring a 12b-1 plan, conducting a compliance review, and guarding against conflicts of interest. Mutual Funds and Exchange Traded Funds Regulation is an essential compliance tool for securities attorneys, mutual fund practitioners, compliance personnel, and risk officers in fund complexes, and a valuable reference for business professionals and investors.

The latest update to Mutual Funds and Exchange Traded Funds Regulation, Third Edition expands the treatise to cover developments affecting mutual funds and exchange traded funds. Highlights of this release include:

  • Chapter 5, Shareholder Reports. New discussion covers the June 2018 changes to Form N-1A adopted by the SEC regarding the reporting and disclosure of liquidity information by mutual funds in fund shareholder reports (see section 5:2.2[D]); reviews the SEC’s June 2018 adoption of new Rule 30e-3 under the Investment Company Act, which gives mutual funds a “notice and access” option for delivering shareholder reports (see section 5:3.2[B]); and examines Form N-PORT, which is the new form in which funds (except for money market funds) are required to provide additional and more frequent reports of portfolio holdings, risk metrics, and other data monthly (see section 5:4).
  • Chapter 13A, Liquidity Risk Management Programs and Swing Pricing. New discussion covers the SEC’s statement in the Investment Company Liquidity Disclosure Release that “funds that believe they would have to maintain dual liquidity classification programs” may apply for exemptive relief from the liquidity classification requirements of Rule 22e-4 if they believe their existing liquidity risk management programs would “effectively accomplish the Commission’s stated goals.” (See section 13A:4.7.)
  • Chapter 16, Purchase and Sales of Mutual Fund Shares. Updated discussion reviews FASB Accounting Standards Codification 820 (ASC 820) (previously FAS 157), including its definition of and framework for measuring fair value (see section 16:3.2); covers the amendments to Rule 22c-1 to permit certain registered open-end investment companies (not money market funds or ETFs) employing so-called “swing pricing” (see section 16:3.3); and examines Rule 22e-4 under the Investment Company Act, which requires open-end investment companies, including ETFs (but not money market funds), to adopt a liquidity risk management program that satisfies certain minimum requirements (see section 16:4.1).

This treatise can be found on PLI PLUS. If you would like to order a print copy, please email libraryrelations@pli.edu.

New Edition! Financial Institutions Answer Book: Law, Governance, Compliance (2018 Edition)

PLI recently published the 2018 edition of Financial Institutions Answer Book, which provides a comprehensive overview of the complex federal requirements regulating financial institutions in the United States in an easily accessible Q&A format.

Every aspect of a financial institution life cycle is covered, from understanding the differences in regulation based on what type of charter is chosen, through ongoing capital and deposit activities requirements and major changes in corporate control, to the cessation of entity activity through merger, acquisition, or entity failure.

Financial Institutions Answer Book describes the requirements under each type of charter for the major areas of financial institution activity, such as:

Reflecting the increased federal concern with fraud, money laundering, and protecting the federal taxpayer from bank defaults, individual chapters are devoted to describing in detail the federal enforcement agencies and their powers, anti-money laundering and other fraud issues, the required examinations and audit process, and recent regulatory approaches to problem banks and failure.

Published in a handy softcover volume, Financial Institutions Answer Book is a source for quick, concise answers for lawyers and other legal professionals, as well as financial institution managers, officers, directors, and anyone else who would like a comprehensive understanding of the legal framework regulating banks and other financial institutions.

This new answer book 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.