Category Archives: Banking and Finance

New Editions! SEC Compliance and Disclosure Series

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:

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

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)

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).

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Free Legal 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.

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

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.

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.

Treatise Update – Hedge Fund Regulation (Second Edition)

Hedge Fund Regulation offers a thorough examination of hedge funds and the ever-changing regulations that impact their structure, activities, and operations. Hedge fund counsel and financial industry stakeholders will find invaluable pointers on Regulations D, S, and other statutes; anti-money laundering and privacy compliance; highly-regulated investors; complex assets and transactions; and federal agency reporting requirements. The guide includes flowcharts and checklists that cover investment advisor registration, CPO annual reporting, and recordkeeping requirements.

Highlights from the updated release include:

  • Rationale for Regulation: Updated analysis concerning the SEC’s regulatory shift towards more substantive regulation of investment advisers (see section 3:4).
  • Marketing the Manager: Added discussion of recent SEC enforcement activity regarding the Marketing Rule (see section 6:2.1[B][4][e][iv]).
  • Compliance: Extensive revisions to cover the new rules and rule amendments under the Investment Advisers Act that substantially modify existing regulatory requirements and create new compliance obligations for investment advisers to private funds (see section 13:8). Updated discussion of SEC examinations of investment advisers (see section 13:14).
  • Books and Records: Revisions address new SEC books and records requirements related to recent major modifications to the Investment Advisers Act. Updated analysis of recent significant changes to Form PF (see section 14:3.2).

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

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

Financial Product Fundamentals offers a comprehensive dive into the regulatory, pricing, marketing, and viability issues surrounding registered offerings. It also provides the legal fundamentals underlying private placements, real estate investment trusts, hedge and exchange-traded funds, and other registered offering types. The book gives pointers on completing and filing Forms F-1 and 20-F, navigating policy closings, devising IPO timelines, and more. In addition, this compendium addresses the Dodd-Frank Act, SEC actions, foreign broker-dealers, advertising in connection with prospectuses, insurance-linked securities, and life settlements.

Highlights from the updated release include:

  • Alternative Capital Raising for Public Companies: Revision covers the settlement cycle for ATM offerings (see section 2A:2.2[E]).
  • International Securities Offerings: New discussion covers the Holding Foreign Companies Accountable Act (see section 3:13).
  • Special Purpose Acquisition Companies: New discussions cover the adoption of a U.S. federal excise tax on corporate share repurchases (see section 5A:8.4); the 2022–2023 SPACs special meetings for approval of business combinations and extensions of business combination deadlines and liquidations (see section 5A:8.5); the ratification actions in Delaware (see section 5A:8.6); and restructurings and re-SPACs (see section 5A:8.7).
  • Sustainable Finance: Extensive updates to Chapter 5, with new coverage of sustainability-linked loan documentation guidance (see section 5B:4.4); the EU Corporate Sustainability Reporting Directive, which came into force in January 2023 (see section 5B:5.3); and the EU green bond standard (see section 5B:5.4).
  • Exchange-Traded Funds: Revisions cover 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”) (see section 17:3.3).

To aid in your research, 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.

New Title! Commercial Legal Finance

PLI Press is proud to announce the publication of the new practice guide Commercial Legal Finance.

This book offers industry-specific guidance on the mechanics of litigation and arbitration finance in key jurisdictions and practice areas around the world.  It provides a wealth of applied use cases for law firms and corporations and addresses key questions concerned with legal finance structures, pricing, and ethical considerations. The book also gives a step-by-step overview of the process for obtaining legal finance and a helpful glossary of terms.

Notably, Commercial Legal Finance covers the following important topics:

  • The basics of commercial legal finance (see Chapter 1)
  • The role of the funder (see Chapter 2)
  • The mechanics and economics of funding (see Chapter 3)
  • The major ethical issues related to legal finance (see Chapter 4)
  • The financing of investor-state arbitration (see Chapter 5)
  • Key considerations for financing patent litigation and other intellectual property matters (see Chapter 6)    

In addition, the book devotes full chapters to the use of funding in the U.S. (Chapter 7), England and Wales (Chapter 8), Europe (Chapter 9), Asia (Chapter 10), and Australia (Chapter 11).

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.

New Edition! Anti-Money Laundering Deskbook (Second Edition)

PLI Press is proud to announce the publication of the second edition of Anti-Money Laundering Deskbook.

This book is a comprehensive and accessible guide to the money laundering and anti-money laundering (“AML”) legal regimes and compliance requirements for U.S. financial institutions. Designed as a practical resource to serve a wide audience of professionals, the deskbook integrates real-world enforcement cases to illuminate complex concepts in a practical way and demonstrates how those cases have shaped AML policies and practices. It also provides insight into the intersection between the two legal regimes, offering a full view of the legal and regulatory landscape.

Some of the recent developments reflected in this new edition include:

  • Criminal money laundering laws: Explanation of the extraterritorial application of the criminal money laundering laws (see Section 2:3.4).
  • AML laws and regulations: Discussion of the AML Act and the expansion of U.S. AML laws and regulations (see Section 4:1.3).
  • AML compliance and enforcement: Coverage of new developments with respect to AML compliance in the digital assets industry and the role of state regulators in AML compliance and enforcement (see Section 4:2.5 and Chapter 8).
  • Money laundering risks: Identification and analysis of the money laundering risks of new financial technologies (see Chapter 12).

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update – Hillman on Documenting Secured Transactions: Effective Drafting and Litigation (Third Edition)

Hillman on Documenting Secured Transactions offers grounded guidance on best practices for documenting and litigating secured transactions prepared pursuant to Revised Article 9 of the Uniform Commercial Code (U.C.C.). It offers a working grasp of the legal, technical, and business aspects of Article 9 transactions and examines the effects of the 2022 Amendments on nearly every article of the U.C.C. To gain free access to Chapter 18, which addresses the 2022 Amendments in more detail, click here.

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

  • Perfection: A table of the new perfection methods under the 2022 Amendments (see section 2:6.2).
  • Signed Security Agreements: A listing of the increased number of situations in which a signed security agreement is not necessary under the 2022 Amendments (see section 4:1.2).
  • After-Acquired Collateral: A summary of the ways in which the 2022 Amendments narrow the scope of the prohibitions against security interests in after-acquired consumer goods or commercial tort claims (see section 7:2).
  • Control Under the 2022 Amendments: A discussion of how the 2022 Amendments offer new ways to perfect security interests in digital assets (see section 18:4).
  • Unperfected Security Interests: An explanation of the changes the 2022 Amendments make to U.C.C. § 9-317(b) regarding buyers who receive delivery (see section 19:2.1).

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.