Category Archives: Corporate & Securities

Treatise Update – Securities Investigations: Internal, Civil and Criminal

Securities Investigations: Internal, Civil and Criminal (Second Edition) provides the legal knowledge and practical strategies necessary to deal effectively with government and internal investigations. The new release of the treatise extensively updates it with the most recent developments governing internal, civil, and criminal investigations involving potential violation of the securities laws.  It also shares nuances and practical tips from experts in such investigations.

Key developments covered in the new release include:

  • “Property” and “Personal Benefit” under the Securities Statutes. Due to the U.S. Supreme Court vacating and remanding United States v. Blaszczak to the Second Circuit in light of Kelly v. United States, the question remains whether confidential information constitutes “property” under the securities statutes and how that may impact the holding that there is no personal benefit requirement in Title 18 cases. See Chapter 2 and Chapter 3 for discussion.
  • Cross-Border Regulation of the Financial Markets. See Chapter 13 for numerous new case summaries of SEC cross-border enforcement actions on insider trading, securities fraud, market manipulation, and the Foreign Corrupt Practices Act (FCPA).

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update – Mergers, Acquisitions and Tender Offers: Law and Strategies — Corporate, Securities, Taxation, Antitrust, Cross Border

Mergers, Acquisitions and Tender Offers provides battle-tested, real-world advice on the entire M&A process. Packed with best practices, planning tips, checklists, and sample documents/agreements, this treatise offers comprehensive coverage of all aspects of the deal for domestic and cross-border mergers.

Highlights of the new release include:

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update: Hedge Fund Regulation (Second Edition)

Covering one of the most dynamic sectors of the asset management industry, Hedge Fund Regulation (Second Edition) is a comprehensive guide providing insight into the history, investment strategies, structure, management, and market activities of hedge funds.  It addresses current regulatory concerns that impact these innovative investment vehicles, their managers, and investors. 

This seventeenth release to the treatise updates it with the latest considerations in structuring, launching, and operating a hedge fund. Highlights include:

  • Chapter 4, Private Placement. Now discusses the recent adoption of new Rule 152 that contains a single safe harbor simplifying the integration framework for securities offerings under the Securities Act of 1933.
  • Chapter 5, Commodity Pools. Revised in conjunction with other chapter updates.
  • Chapter 6, Marketing the Manager. Significantly updated to address the new Marketing Rule under the Investment Advisers Act of 1940.
  • Chapter 8, Anti-Money Laundering Regulations. Adds a discussion of the Anti-Money Laundering Act of 2020.
  • Chapter 13, Compliance. Revised to reflect revisions to the SEC’s whistleblower program.
  • Chapter 14, Books and Records. Updated with changes resulting from the SEC’s new Marketing Rule and revisions to CFTC Form CPO-PQR.
  • Chapter 18, Commodity Pool Operators and Commodity Trading Advisers. Adds discussion of amendments to CFTC Regulation 3.10(c) that provides a registration exemption for non-U.S. commodity pool operators (CPOs); new NFA Compliance Rule 2-50 requiring registered CPOs to notify the NFA upon the occurrence of certain events affecting a commodity pool operated by the CPO; and a new NFA requirement requiring Registered CPOs and Commodity Trading Advisers to adopt a written supervisory framework for outsourcing the performance of regulatory functions to third parties.
  • Chapter 24, Disclosures of Market Participation. Expanded discussion of Sections 13(d) and 16 under the Securities Exchange Act of 1934 and a new section addressing the CFTC’s Speculative Position Limits.
  • Chapter 26, Derivatives Markets Participants. Revisions including those addressing final CFTC regulations imposing capital requirements on swap dealers and major swap participants that are not subject to the capital requirements of a prudential regulator, and those governing real-time swaps public reporting, swaps regulatory reporting, and swaps data verification.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

New Title! FinTech, RegTech, and the Financial Services Industry

PLI Press is proud to announce the publication of the new treatise FinTech, RegTech, and the Financial Services Industry.

Editor Clifford Kirsch, a leading securities lawyer with more than 25 years of regulatory, corporate counsel, and private practice experience, and a team of 39 experts offer extensive analysis of the legal and compliance issues arising out of the increasingly rapid developments in financial technology, including crowdfunding, blockchain technology and cryptocurrency, and the advent of robo-advisors, and the emerging regulatory framework.

Divided into seven parts, this treatise:

  • Provides introductory discussions tracing the development of fintech, regtech, and suptech, as well as a review of the regulatory agencies that cover financial products and services that fall under the fintech umbrella.
  • Examines the business applications of fintech and their attendant regulatory implications, such as the use of digital technology by financial services firms to interact with customers; raising equity capital through the SEC’s Regulation Crowdfunding; and more.  
  • Covers the concept of creating a general ledger through blockchains, which can be relied upon by the public as a source of information of ownership.
  • Examines the issues that arise when considering the handling and use of data by fintechs.
  • Considers anti-money laundering in the fintech context.
  • Provides a discussion of the legal effectiveness of electronic signatures, electronic records, electronic delivery (“e-delivery”) of records, and electronic retention of records.
  • Discusses firms’ integration of data analytics into their compliance programs, as well as regulators’ use of data analytics to surveil financial markets for potential misconduct.

Order a print copy today. PLI PLUS subscribers can access this title through their subscription.

More PLI Press books by Clifford Kirsch:

New Edition! Legal Guide to the Business of Marijuana

PLI Press is proud to announce the publication of the new edition of Legal Guide to the Business of Marijuana: Cannabis, Hemp and CBD Regulation (2021 Edition).

This is a unique resource for lawyers who represent clients in the fast-growing legal cannabis industry. For lawyers new to representing marijuana clients, the authors provide an understanding of the definitions of marijuana and other cannabis products, as well as a review of the policy and political issues that have led to the controversy and uncertainty of the current environment.

The book also offers critical guidance on a wide range of interrelated topics, including:

  • The complex and varying state regulation of medical and non-medical marijuana;
  • Federal law, enforcement, and preemption and their implications for employment, taxes, and banking;
  • Various aspects of establishing and managing a marijuana enterprise, including the growing, licensing, labeling, transporting, and distribution of marijuana and related products.

The new edition adds the latest on regulation of CBD products, the Final Rule for the Establishment of a Domestic Hemp Production Program, and the laws of the latest states to adopt some form of cannabis legalization—New Mexico, New York, South Dakota, and Virginia.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update: Proskauer on Privacy

Proskauer on Privacy: A Guide to Privacy and Data Security Law in the Information Age provides essential guidance to organizations on how to develop compliance programs, ensure data privacy and security, prevent cybercrime, and avoid or minimize fines, penalties, litigation, damages, and negative publicity.

Updated content from the new release includes:

  • Chapter 3, Medical Privacy, notes proposed changes to the HIPAA Privacy Rule to support individuals’ engagement in their care, remove barriers to coordinated care, and reduce regulatory burdens on the health care industry.
  • Chapter 9, Workplace Privacy, updates discussion of privacy concerns regarding COVID-19 infections; cannabis screening of employees and potential hires; use of biometrics; and recent NLRB rulings.
  • Chapter 13, Canadian Privacy Law, adds discussion of the statutory tort of invasion of privacy enacted in British Columbia, Saskatchewan, Manitoba, and Newfoundland; proposed amendments to PIPEDA under Bill C-11, which takes some lead from the GDPR; and proposed amendments to Quebec’s PIPA.
  • Chapter 17, Data Breach Litigation, incorporates summaries of recent significant data breach litigation, and expands circuit-specific discussions of the courts’ approaches to various issues including standing, causes of action, and damages.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update: Equipment Leasing– Leveraged Leasing

Equipment Leasing−Leveraged Leasing (Sixth Edition) provides readers with the comprehensive legal, tax, economic, accounting, environmental, and insurance information and advice they need to develop and implement leasing deals that maximize rewards and minimize risks.

The authoritative treatise was recently updated with new content to bring readers up to date on the cutting edge of the industry. Highlights from the new release (Release 1) include:

  • Chapter 29: Doing Business Under State Corporation Laws has been fully updated with the latest cases on suits by unqualified foreign corporations, the effect of subsequent qualification, defense of suits, and monetary penalties, as well as cases on doing business in interstate commerce, leasing personal property, and collecting debts.
  • New Appendix 29A provides state-by-state statutory citations on (1) the penalties imposed upon unqualified corporations that are doing business in the state and (2) the activities that may, or may not, constitute transacting intrastate business so as to require qualification.
  • New Appendix 29C includes state-by-state statutes and case law on LLCs doing business outside their state of formation, have also been updated.
  • Chapter 32: Leasing Outside the United States: Pickle, Loss Trapping, Subpart F, and Foreign Tax Credits has been updated with an extensive discussion of new concepts and statutory sections introduced by the Tax Cuts and Jobs Act (TCJA), including: Global Intangible Low Taxed Income (GILTI), Foreign-Derived Intangible Income (FDII), the base erosion and anti-abuse tax (the “BEAT”), the section 163(j) interest expense deduction limitation, and additional provisions impacting leasing transactions.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Recommended Reading: Gary Brown’s Article in April’s PLI Chronicle

We regularly receive research requests related to proxy voting, which is why we were excited to see an article by Gary Brown on the “Background of Proxy Requirements” in this month’s issue of PLI Chronicle: Insights and Perspectives for the Legal Community.**

The article serves as an excellent primer on proxy voting requirements for shareholders in US corporations.  Brown, a partner at Nelson Mullins Riley & Scarborough LLP, regularly represents boards of directors and special committees of boards in matters involving SEC and Department of Justice investigations, activist shareholders, and strategic decisions. He is also part of PLI’s faculty and the author of several PLI Press publications including the recently published handbook Master the Proxy Statement.

**Articles published in the PLI Chronicle are available for any and everyone. Check out this month’s issue: PLI Chronicle: April 2021.

New Title! Master the Proxy Statement

PLI Press is pleased to announce the publication of Master the Proxy Statement.

This standalone handbook  is a step-by-step guide to preparing proxy solicitation materials in compliance with the Securities Exchange Act of 1934, Regulation 14A, Schedule 14A, and all applicable federal securities laws and regulations. Like its counterparts Master the 8-K and Master the 10-K and 10-Q, this thorough book draws on the expertise of author Gary M. Brown to deliver clear explanations, detailed guidance and essential practice tips.

Order a print copy today. PLI PLUS subscribers can access this title through their subscription.

Other PLI Press Treatises by Gary M. Brown:

Treatise Update – Public Company Deskbook

Public Company Deskbook: Complying with Federal Governance & Disclosure Requirements (Third Edition) provides expert counsel on how to deal effectively with the overlapping legislative, regulatory and private initiatives to reform public company governance and disclosure practices over the past decade.

Highlights of from the latest update–Release #12– include:

  • Updates to Chapter 2A, Annual Meeting Timeline and Script, to reflect the dates relevant to the 2021 proxy season.
  • Updates to Chapter 2F, Rule 14a-8 Shareholder Proposals, to reflect lessons learned from 2020 for the 2021 proxy season, including shareholder proposals and SEC no-action relief.
  • Updates to Chapter 5B, Stock Exchange Annual Reporting and Compliance Certifications, and Chapter 5D, Stock Exchange Interim Reporting and Compliance Affirmations, to reflect the revised forms of NYSE annual and interim reporting and compliance affirmations.
  • Updates to Chapter 5E, Website Disclosures, to reflect changes to various required or permitted disclosures.
  • Updates to Appendix L, Private Sector Corporate Governance Recommendations and Voting Policies, to reflect current voting policies of major institutional investors.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.