Category Archives: Corporate Law

New Edition: Fashion Law and Business: Brands & Retailers (Third Edition)

Fashion Law and Business: Brands & Retailers (Third Edition) provides clear guidance on the wide range of legal and business issues faced by fashion industry participants, including designers, suppliers, manufacturers of apparel and accessories, retailers, and emerging entrepreneurs. Written by three of America’s leading fashion and retail law authorities, the new edition incorporates coverage of AI as well as new discussion of sustainability and relevant rules of environmental law to provide a comprehensive guide to the issues affecting the fashion industry today.

Readers will learn the considerations involved in starting a company in the fashion industry, including:

  • developing a business plan, determining the form and structure of the legal entity, and obtaining financing;
  • how patent, trademark, copyright, and international design rights protection laws have been applied to the fashion industry, and their impact in such areas as gray market goods and counterfeiting;
  • the contractual relationships and regulatory issues applicable to the design and production of fashion products;
  •  the dynamics of retail sales in the apparel industry;
  • the legal issues involved in leasing and licensing brick-and-mortar retail stores;
  • how to deal with labor and employment issues that relate to the fashion industry,
  • The legal and practical concerns that affect sales and acquisitions of fashion companies, going public, and restructuring or bankruptcy.

Testimonials:

“A comprehensive guide that clearly addresses, in an approachable manner, all facets of law in the retail industry. Fashion Law and Business is unique in its global insider’s view and thorough understanding of the nuanced retail industry.”

–Kelly Koyama-Garcia, Retail Brand General Counsel

“…[T]his guide goes beyond the expected and usual topics to focus on key practice areas such as manufacturing, sustainability, real estate, and employment law. This publication is a must-have for any modern fashion lawyer who seeks to be well-rounded in law and business.”

–Lisa Keith, Executive Vice President & General Counsel, Steve Madden, Ltd.

“Fashion Law and Business is THE go-to resource for any (and every) fashion law practitioner, as it masterfully blends real-world industry challenges with insightful legal analysis.”

–Danielle Garno, Adjunct Professor in Fashion Law at the University of Miami School of Law and Partner, Daniel Ebeling Maccia & Cohen

“In an ever more rapidly evolving world where brands can take fashion they see on the street (or social media) and turn it into commercial production orders within hours, it is more important than ever to have a good understanding of the legal rules of the road. This casebook is an indispensable resource for designers, brands, and the ecosystem of partners who work with them.”

–Craig Fleishman, General Counsel of MycoWorks, Inc., formerly General Counsel to Rebecca Minkoff LLC

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.

August’s free form:

Memorandum to Employees Advising Them of Investigation

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.

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.

June’s free form:

Checklist for Responding to Search Warrants

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: Corporate Whistleblowing in the Sarbanes-Oxley/Dodd-Frank Era (Second Edition)

Corporate Whistleblowing in the Sarbanes-Oxley/Dodd-Frank Era (Second Edition)dives into the federal and state regulations and agency rules addressing whistleblowers and international investigations. It provides practical advice on minimizing the risk and damage of whistleblower complaints against employers and conducting effective internal investigations. Practitioners and business professionals dealing with SOX Act and Dodd-Frank whistleblower actions will find valuable insights into dynamic case law and evolving rules that shape the rights of whistleblowers and the responsibilities of their employers. Readers will gain thorough coverage of key topics, including the elements of a prima facie case, employer defenses, compliance and crisis communication strategies, whistleblower protections, bounty provisions, and more.

The new release includes the following updates:

  • Expanded section 2:1.3, Employees Outside of the United States, explores Daramola v. Oracle America, Inc., in which the Ninth Circuit held that in the case of a Canadian citizen working in Canada for the Canadian subsidiary of a publicly traded U.S. parent company, any domestic (that is, U.S.) duties the employee performed were incidental to his foreign employment and, therefore, the application of SOX under these circumstances would not be domestic in nature.
  • Revised section 5:5, Causation, explains Murray v. UBS Securities, LLC, in which the Supreme Court held, that while a whistleblower bringing a claim under SOX must prove that the protected activity was a contributing factor in the unfavorable personnel action, a whistleblower need not also prove that the employer acted with retaliatory intent.
  • New chapter 7, EU Whistleblower Protection Directive, examines the Whistleblower Protection Directive 2019/1937 adopted by the EU to enhance the enforcement of EU law and policies in specific areas by laying down common minimum standards providing for a high level of protection of persons reporting breaches of EU law.

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.

June’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.
  •  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- International Corporate Practice: A Practitioner’s Guide to Global Success

International Corporate Practice provides guidance on building a comprehensive global legal department and includes advice on structuring, staffing, and budgeting, as well as the use of foreign legal consultants and outsourcing.

Written by some of the nation’s leading corporate attorneys, this book will help you to develop compliance programs that minimize clients’ legal exposure in foreign markets, commercialize intellectual property, evaluate successful mergers and acquisitions abroad, structure effective international project financing transactions, ensure clients satisfy international guidelines crucial to their global viability, and manage legal challenges facing clients overseas.

The new release includes updates to the following chapters:

The Index has also been updated for this release.

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 – Directors’ and Officers’ Liability: Current Law, Recent Developments, Emerging Issues (Third Edition)

Directors’ and Officers’ Liability expounds the legal responsibilities of board directors and corporate officers of publicly-traded companies, the penalties that they face if they fail to meet their obligations, and the protections that are offered them under the law or by agreement.  The book also delves into director and officer duties, exculpation, indemnity, insurance, cybersecurity, and contested mergers and acquisitions. It highlights unique case studies relevant to pharmaceutical, biotechnology, hospitality, retail, and other sectors.

Highlights of this release include updated discussion of the following topics:

  • Board Diversity Legislation and Litigation: Litigation continues in challenges to California’s S.B. 826 and A.B. 979, which require public companies to diversify their boards. Both laws have been ruled unconstitutional, but appeals are pending before the Ninth Circuit in Meland v. Weber and Alliance for Fair Board Recruitment v. Weber. See § 2:3.3[C] for discussion of the latest developments.
  • Amendments to Rule 10b5-1: In December 2022, the SEC adopted amendments to Rule 10b5-1 to introduce new requirements for Rule 10b5-1 trading plans and elicit more comprehensive disclosure related to insider trading policies and the timing of certain option grants to officers and directors of public companies. See § 4:4.1[B] for explanation of the rule changes.
  • Anti-D&I Shareholder Derivative Litigation: As companies push to adopt D&I initiatives some have been confronted with an anti-D&I backlash in the form of shareholder derivative suits. One such significant case brought against Starbucks was recently dismissed by the District Court for the Eastern District of Washington. See § 8:6.2[B] for discussion of the court’s holding.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update – Doing Business Under the Foreign Corrupt Practices Act (Second Edition)

Doing Business Under the Foreign Corrupt Practices Act (Second Edition) helps corporate lawyers, in-house sales teams, and other U.S.-based and overseas stakeholders understand the issues and rules they should consider when negotiating transactions or accepting compensation in compliance with the FCPA. Readers will learn the necessary, proactive steps for identifying and avoiding common FCPA transactional illegalities.

The book addresses key information regarding whistleblower considerations and harsh penalties for falsified books and records, mischaracterized payments, fictitious invoices, insufficient internal accounting controls, and more. This title also includes helpful sample acknowledgements, compliance plans, and agreement clauses that address FCPA considerations.

Key updates in the new release include:

  • The SEC’s Amended Whistleblower Rules:  Coverage of the August 2022 changes to the SEC’s final rules implementing the whistleblower provisions (see section 1:1).
  • Case Law Developments: Discussion of the holdings in United States v. Hoskins and United States v. Rafoi-Bleuler regarding the scope of the term “agent” as applied to a foreign national (see section 4:1.3).
  • The DOJ’s Updated Evaluation Guidance: Information regarding the DOJ’s March 2023 guidance emphasizing the importance of implementing compliance-promotion criteria in a company’s compensation and bonus system (see section 10:1).
  • New Appendix B62: Department of Justice FCPA Opinion Release— Situation Involving Extortion or Duress.
  • New Appendix B63: Department of Justice FCPA Opinion Release— Payment of Travel Expenses for Post-Adoption Supervision.

In addition, the book offers information on the latest cases, enforcement actions, and settlements and provides several adaptable forms and templates (see the Related Items tab under “Forms”).

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.