Category Archives: Banking and Finance

New Edition! Net Leases and Sale-Leasebacks

Net Leases and Sale-Leasebacks: A Guide to Legal, Tax and Accounting Strategies (2025 Edition) 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. Given their unique characteristics, net leases may be regarded as belonging to their own asset class, and the real estate professionals practicing in this field need to be familiar with the distinct issues that may arise.

  • Chapter 2, The Lease, New section 2:2.5 discusses the tenant’s right of rescission, covering material breach by the landlord (including independent versus dependent covenants; constructive eviction; and landlord’s breach of the covenant to repair); mistake; and fraud.
  • Chapter 5, Tax Considerations, has been further expanded in several areas:
    • Subsection 5:1.3[A] covers tenant purchase options and SILO (sale-in, lease-out) transactions.
    • Subsection 5:3.9[A] discusses whether a section 467 loan can satisfy the requirements for qualified real property business indebtedness.
    • Subsection 5:7.3[C][1] discusses the exemption for transfer of a leasehold interest in Pennsylvania.
    • Subsection 5:9.1[D] expands the discussion of choice of entity for the owner-landlord.
    • Subsection 5:10.2[E] discusses layered allocations versus target allocations for partnerships.
    • Subsection 5:10.6 explores the difference in tax consequences between a sale and a redemption of a partnership interest.
    • Subsection 5:15 discusses solar federal tax credits in depth.

    Order a print copy today.

    PLI PLUS subscriberscan access this title through their subscription. 

    Book Update: Financial Services Regulation Deskbook

    Financial Services Regulation Deskbook covers the significant changes to the regulation of financial services institutions by the Dodd-Frank Wall Street Reform and Consumer Protection Act and subsequent implementing regulations. This book provides analysis of and commentary on the legislation’s practical effects on industry practice, including identifying areas of legal ambiguity that must be solved only by advocacy with the relevant regulators.

    The new release includes updates to the following chapters:

    Chapter 4, Systemic Regulation: Financial Stability Oversight Council, discusses the Analytic Framework for Financial Stability Risk Identification, Assessment, and Response, and the revised Guidance for Nonbank Financial Company Designations announced in November 2023.

    Chapter 7, Bank Regulatory Reform, covers the Basel Endgame Proposal, which is the only significant proposal by the federal banking agencies to address the March 2023 bank failures.

    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.

    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).

    Order a print copy today.

    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.

    Order a print copy today.

    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.