Category Archives: Banking and Finance

Treatise Update: Broker-Dealer Regulation (Second Edition)

Broker-Dealer Regulation (Second Edition) covers the latest laws and regulations governing broker-dealers and provides a comprehensive and practical overview of the many requirements of this highly regulated area. This book instructs on how brokerage firms can satisfy SEC/SRO standards, with detailed coverage of registration reporting and record-keeping rules, suitability and best execution standards, ways of minimizing liability in the event of legal lapses, by documenting good-faith compliance efforts and the implementation of a tailor-made compliance program that can help detect and prevent illegal conduct within the firm. It’s filled with practical suggestions on how to best comply with requirements in such areas as electronic trading, safeguarding customer information, trading desk activities and business continuity planning.

The new release includes the following updates:

Chapter 5, Broker-Dealer and Associated Person Registration, covers FINRA’s Maintaining Qualifications Program.
Chapter 17, Research and Research Analysts, covers the EU Listing Act, which removes the market capitalization threshold and allows for the bundling of payments for research and execution services, if certain requirements are met.
Chapter 18, Electronic Trading, reviews the 2024 Amendments to Rule 605’s disclosure requirements.
Chapter 49, Investment Banking Compliance, reviews the SEC’s amendments, adopted on May 16, 2024, to Reg S-P; and the SEC’s proposed rules that would apply to the use of any “covered technology” by broker-dealers or investment advisers in “investor interactions,” and would require that such registrants establish policies and procedures to determine if the use of any such tool results in a conflict of interest that places the interests of the registrant ahead of the interests of investors, and to eliminate or neutralize that conflict.
Chapter 52, Private Banking and Wealth Management, discusses the May 2024 SEC and FinCEN Joint Notice of Proposed Rulemaking that will expand CIP obligations for SEC-Registered Investment Advisers and Exempt Reporting Advisers by requiring them to establish, document, and maintain written CIP procedures.
Chapter 53, Blockchain and Digital Assets, has been updated to cover regulatory developments involving digital securities and commodities.

The Table of Authorities and Index have also been updated.

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Treatise Update: Exempt and Hybrid Securities Offerings (Fourth Edition)

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Exempt and Hybrid Securities Offerings (Fourth Edition) is a comprehensive reference on exempt and hybrid securities offerings, and a practical handbook, with step-by-step guides, practice pointers, and forms. This title gives practical guidance for each principal type of exempt offering, including private placements, venture capital financings, institutional debt private placements, PIPE transactions, structured PIPE transactions, Regulation A offerings, crowdfunding transactions, registered direct offerings, continuous offering programs, and more!

The new release includes the following updates which address important market and practice developments affecting exempt offerings:

Trends in the PIPE transaction market, registered direct offering market, and trends in at-the-market offerings
Proposed changes to the accredited investor definition
Proposed changes to Regulation D, Form D, and the Section 12(g) threshold
Changes to the NVCA forms
Amendments to Regulation M
Enforcement activity relating to Regulation M
Amendments to the rules of the securities exchanges relating to shareholder approval requirements
FINRA Notice to Members 23-08 relating to Private Placements
FINRA and other enforcement actions relating to Private Placements
The introduction of Rule 145a

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PLI PLUS subscribers can access this title through their subscription.

Most Popular Books on PLI PLUS So Far This Year!

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The tallies are in! Here are the books PLI PLUS users are accessing the most in 2024 so far…

Popular Banking Titles

Popular Corporate & Securities Titles

Popular Employment Titles

Popular Estates & Trusts Titles

Popular Intellectual Property Titles

Popular Litigation Titles

Popular Real Estate Titles

Popular Tax Titles

Download a PDF flyer of this post to share with colleagues: Popular Books on PLI PLUS. See also the Top 10 Most Popular Forms So Far in 2024.

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

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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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PLI PLUS subscribers can access this title through their subscription.

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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PLI PLUS subscribers can access this title through their subscription.

New Editions! SEC Compliance and Disclosure Series

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PLI Press is proud to announce the publication of new editions to all three books in the SEC Compliance and Disclosure Series – Master the 8-K, Master the 10-K and 10-Q, and Master the Proxy Statement.

These step-by-step guides deliver clear explanations, comprehensive information, and essential practice tips to implement or refine corporate disclosure controls and procedures to ensure accurate and timely filings. Master the 8-K offers updated direction on filing the SEC’s Current Report on Form 8-K. Master the 10-K and 10-Q gives instructions and analysis to ensure accurate and timely filings. Master the Proxy Statement advises companies on year-end disclosures and preparing proxy materials. The series includes sample language, detailed appendices, key regulations, and related forms and checklists.

Some of the highlights from the recently published editions include:

Master the 8-K:

The latest guidance on the instances in which an employment relationship or transaction and any resulting compensation involving an executive officer need not be disclosed (see Appendix 7, Section 5(a)(iii))
Added information on purchases of equity securities by the issuer and affiliated purchasers (see Appendix 2, Section 26)
A new appendix dedicated to Regulation S-K, Item 106 Cybersecurity (see Appendix 11)

Master the 10-K and 10-Q:

Additional explanation of the information to be provided on the cover page of an Annual Report on Form 10-K including a new section on “clawback” disclosures (see Section 1:11)
Notification on updates to the disclosures required by Item 408(d) of Regulation S-K (see Section 3:8.4)
Communication about items required to be disclosed under Item 703 of Regulation S-K (see Section 8:3.6)

Master the Proxy Statement:

Announcement of an additional deadline that must be disclosed by the proxy statement (see Part 2, Chapter 1, Section 1:1)
A new section detailing the disclosures required by Item 408(b) of Regulation S-K (Insider Trading Policies) (see Chapter 7, Section 7:27)
Extensive new coverage of the disclosure required by Items 402(v), 402(w), and 402(x) of Regulation S-K (see Chapter 8, Sections 8:24, 8:25, and 8:26).

Order print copies of the new editions of Master the 8-K, Master the 10-K and 10-Q, and Master the Proxy Statement today. The books of the series can be purchased individually as standalone guides or purchase all three for the full series.

PLI PLUS subscribers can access these titles through their subscription.

Free Legal Form of the Month

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PLI PLUS offers unlimited electronic access to more than 4,500 downloadable, searchable, and editable legal forms ready for use in your practice. In an effort to highlight this unique content type, we’ve selected one form per month and made it available for anyone to download for free – no subscription required.

March’s free form:

General Continuing Guaranty

More information about Legal Forms & Checklists:

Forms & Checklists Flyer – This flyer provides an overview of the forms & checklists on PLI PLUS and highlights a handful of popular examples.
Popular PLUS Forms – This flyer provides a list of the top five most downloaded forms in prominent practice areas on PLI PLUS.

Send us an email at plus@pli .edu to learn more.

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

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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).

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PLI PLUS subscribers can access this title through their subscription.

Free Legal Form of the Month

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February’s free form:

Checklist to Log SEC Document Requests

More information about Legal Forms & Checklists:

Forms & Checklists Flyer – This flyer provides an overview of the forms & checklists on PLI PLUS and highlights a handful of popular examples.
Popular PLUS Forms – This flyer provides a list of the top five most downloaded forms in prominent practice areas on PLI PLUS.

Send us an email at plus@pli .edu to learn more.

New Title! Corporate Valuation in Mergers and Acquisitions

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PLI Press is proud to announce the publication of the new treatise Corporate Valuation in Mergers and Acquisitions.

This book offers a solid primer on the legal, finance, accounting, and economic aspects of valuation in merger and acquisition (“M&A”) transactions. It addresses a wide range of issues that can arise in the process of evaluating a target or acquirer in an M&A transaction. The book also provides helpful reference materials in each chapter that the reader may consult when facing a particular issue, along with many documentary appendices relating to valuation issues.

Notably, the book covers the following important topics:

Basic business and regulatory M&A principles (see Chapter 1)
Valuation due diligence (see Chapter 3)
The process for determining a target’s value (see Chapter 4)
The Relative Valuation Techniques (see Chapter 15)
Valuation issues in management-led leveraged buyouts of publicly held companies (see Chapter 18)
The valuation of commercial banks (see Chapter 19)
Arbitrage Pricing and Adjusted Present Value Models (see Chapter 20)

In addition, the book examines the role of investment bankers, valuation experts, and the courts in several instructive M&A cases.

We are excited to share this new title with you!

PLUS Subscribers can access this title with their subscription.

Order a print copy today.

Is your library interested in subscribing to PLI’s Standing Order Plan (SOP)? SOP subscribers automatically receive print copies of new titles to review upon release. If you decide to keep the title, you will receive a discount up to 25% off the title and all future supplements. Call 877.900.5291 or email libraryrelations@pli.edu to learn more.