Category Archives: Banking and Finance

Free Form of the Month

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:

Framework of an Investment Management Agreement

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.

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

Derivatives Deskbook: Close-Out Netting, Risk Mitigation, Litigation (Second Edition) is a comprehensive resource for all users of swap agreements and derivatives, from financial institutions to corporate end-users. This treatise defines the key terminology and identifies the major players, discusses the full range of required documentation, highlights the best practices for the legal risk management of derivatives and includes numerous practice-tested legal forms.

The new release includes the following updates:

  • Chapter 1, Introduction, explains that statistics illustrate that in spite of the complete regulatory overhaul of the OTC derivatives market since the 2008 financial crisis, the use of OTC derivatives continues to grow rapidly (Section 1:1).
  • Chapter 7, U.S. Bankruptcy Implications of Close-Out Netting, examines the Supreme Court’s unanimous ruling that section 546(e) does not protect transfers made through a financial institution to a third party as an intermediary (Section 7:2.3).
  • Chapter 8, Best Practices Recommendations, advises parties to carefully consider forum and jurisdictional issues in the drafting of what are considered boilerplate provisions in an OTC derivatives contract, but which may impact the entire outcome of the transaction (Section 8.8).
  • Chapter 9, U.S. Regulatory Summary, explores the availability of judicial remedies for violations of the Commodity Exchange Act (CEA) by foreign counterparties (Section 9.1).

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PLI PLUS subscribers can access this title through their subscription.

Treatise Update – Investment Adviser Regulation (Third Edition)

Investment Adviser Regulation: A Step-by-Step Guide to Compliance and the Law (Third Edition) is an essential resource for investment advisers, securities attorneys, compliance personnel, and federal and state regulators. This treatise guides practitioners through the maze of statutory, SEC, and state standards impacting investment advisers, as well as provides advice on the practical aspects of building a practice. It also clarifies key status issues that determine registration and disclosure duties as well as liability exposure.

The new release includes the following updates:

  • Chapter 14, Privacy of Client Financial Information: An Overview, includes updated discussions regarding the FTC’s amendments to the Safeguards Rule,; the NYDFS’s finalization of amendments to the Cybersecurity Regulation that require additional governance obligations regarding the Chief Information Security Officer ’s role and resources; and the Bermuda Personal Information Protection Act (PIPA), which applies to organizations that use personal information in Bermuda.
  • Chapter 42, Mutual Funds, covers the most recent reporting requirements affecting mutual funds.
  • Chapter 43, Managed Advisory Accounts & Wrap Fee Programs, discusses the SEC’s Division of Examinations April 2024 risk alert that highlights the Division staff’s observations regarding compliance with the Marketing Rule.
  • Chapter 54, Municipal Advisor Regulation, discusses enforcement actions related to municipal advisors regarding both their regulatory obligations and their fiduciary obligations. In addition, this update provides further analysis of the interrelationship between municipal advisory activities and other professional activities undertaken by municipal advisor firms. The discussion of applicable MSRB and SEC rules is also updated to reflect more recent rulemaking by the MSRB.
  • Chapter 64, Blockchain and Digital Assets, updated to cover regulatory developments involving digital securities and commodities.

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

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Most Popular Books on PLI PLUS in 2024

The tallies are in! Here are the most accessed books on PLI PLUS in 2024.

Popular Banking Titles

  1. Mutual Funds and Exchange Traded Funds Regulation
  2. Asset-Based Lending: A Practical Guide to Secured Financing
  3. Fund Finance
  4. Consumer Financial Services Answer Book
  5. Derivatives Deskbook: Close-Out Netting, Risk Mitigation, Litigation

Popular Corporate & Securities Titles

  1. Private Equity Funds: Formation and Operation
  2. Broker-Dealer Regulation
  3. Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings
  4. Drafting and Negotiating Corporate Agreements
  5. Corporate Compliance Answer Book

Popular Employment Titles

  1. Fragomen on Immigration Fundamentals: A Guide to Law and Practice
  2. Understanding Employment Law
  3. California Employment Law
  4. Sports Law
  5. Labor Management Law Answer Book

Popular Estates & Trusts Titles

  1. Manning on Estate Planning
  2. Art Law: The Guide for Collectors, Investors, Dealers & Artists
  3. Estate Planning Institute
  4. Private Clients Legal & Tax Planning Answer Book
  5. International Tax & Estate Planning: A Practical Guide for Multinational Investors

Popular Intellectual Property Titles

  1. Artificial Intelligence Law
  2. Technology Transactions: A Practical Guide to Drafting and Negotiating Commercial Agreements
  3. How to Write a Patent Application
  4. Faber & Kowalski on Mechanics of Patent Claim Drafting
  5. Intellectual Property Law Answer Book

Popular Litigation Titles

  1. Thinking Like a Writer: A Lawyer’s Guide to Effective Writing and Editing
  2. Stepping It Up: A Guide for Mid-Level Law Firm Associates
  3. Fundamentals of Taking and Defending Depositions
  4. Depositions Answer Book
  5. Attorney-Client Privilege Answer Book

Popular Real Estate Titles

  1. Real Estate Tax Forum
  2. Friedman and Smith on Contracts and Conveyances of Real Property
  3. Commercial Ground Leases
  4. Holtzschue on Real Estate Contracts and Closings: A Step-by-Step Guide to Buying and Selling Real Estate
  5. Commercial Real Estate Institute

Popular Tax Titles

  1. The Partnership Tax Practice Series: Planning for Domestic and Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances Ventures & Other Strategic Alliances
  2. Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances
  3. Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings
  4. Business Taxation Deskbook: Corporations, Partnerships, Subchapter S, and International
  5. Foreign Account Tax Compliance Act Answer Book

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

Treatise Update: Hedge Fund Regulation (Second Edition)

Hedge Fund Regulation (Second Edition) provides a comprehensive understanding of hedge funds, covering their history, investment strategies, legal, and compliance considerations. Updated regularly, the treatise guides practitioners in structuring funds, raising capital, complying with regulations, managing portfolios, and adhering to reporting obligations with regulatory agencies.

The new release includes the following updates:

  • Chapter 8, Anti-Money Laundering Regulations, has been revised to cover the Financial Crimes Enforcement Network’s adoption of rules subjecting investment advisers to anti-money laundering/countering of financing of terrorism programs and related reporting requirements.
  • Chapter 9, Privacy Regulations, has been updated to address the SEC’s amendments to Regulation S-P, designed to enhance data security and breach notification obligations.
  • Chapter 13, Compliance, has beenrevised to address the implications of the vacating of the Private Fund Adviser Rules by the Fifth Circuit.
  • Chapter 14, Books and Records, discusses of records requirements, including discussion of recent “off channel” communications enforcement actions and the latest revisions to Form PF.
  • Chapter 19, Pensions, analyzes the Department of Labor’s recent amendments to Prohibited Transaction Class Exemption 84-14, the QPAM Exemption.
  • Chapter 26, Derivatives Markets Participants, has been revised to address recent changes to the CFTC’s capital requirements for swap dealers, the SEC’s added protections for Chief Compliance Officers of security-based swap dealers and major security-based swap participants, and SEC Rule 9j-1 that targets fraud and manipulation in the context of security-based swaps.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

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.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

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

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

Order a print copy today!

PLI PLUS subscribers can access this title through their subscription.


Most Popular Books on PLI PLUS So Far This Year!

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

Popular Banking Titles

  1. Asset-Based Lending: A Practical Guide to Secured Financing
  2. Financial Product Fundamentals: Law, Business, Compliance
  3. Fund Finance
  4. Consumer Financial Services Answer Book
  5. Coping with U.S. Export Controls and Sanctions

Popular Corporate & Securities Titles

  1. Private Equity Funds: Formation and Operation
  2. Broker-Dealer Regulation
  3. Drafting and Negotiating Corporate Agreements
  4. Corporate Compliance Answer Book
  5. Acquiring or Selling the Privately Held Company

Popular Employment Titles

  1. Fragomen on Immigration Fundamentals: A Guide to Law and Practice
  2. Understanding Employment Law
  3. Employment Law Institute
  4. Wage & Hour Litigation and Compliance
  5. California Employment Law

Popular Estates & Trusts Titles

  1. Art Law: The Guide for Collectors, Investors, Dealers & Artists
  2. Manning on Estate Planning
  3. Blattmachr on Income Taxation of Estates and Trusts
  4. Annual Estate Planning Institute
  5. Private Clients Legal & Tax Planning Answer Book

Popular Intellectual Property Titles

  1. Artificial Intelligence Law
  2. How to Write a Patent Application
  3. Patent Law: A Practitioner’s Guide
  4. Faber & Kowalski on Mechanics of Patent Claim Drafting
  5. Intellectual Property Law Answer Book

Popular Litigation Titles

  1. Thinking Like a Writer: A Lawyer’s Guide to Effective Writing and Editing
  2. Stepping It Up: A Guide for Mid-Level Law Firm Associates
  3. Fundamentals of Taking and Defending Depositions
  4. Attorney-Client Privilege Answer Book
  5. Trial by Jury

Popular Real Estate Titles

  1. Annual Real Estate Tax Forum
  2. Friedman and Smith on Contracts and Conveyances of Real Property
  3. Annual Commercial Real Estate Institute
  4. Commercial Ground Leases
  5. Holtzschue on Real Estate Contracts and Closings: A Step-by-Step Guide to Buying and Selling Real Estate

Popular Tax Titles

  1. The Partnership Tax Practice Series: Planning for Domestic and Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances
  2. Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances
  3. Business Taxation Deskbook: Corporations, Partnerships, Subchapter S, and International
  4. Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings
  5. Transfer Pricing Answer Book

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)

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.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update: Private Equity Funds: Formation and Operation

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.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.