Category Archives: Corporate & Securities

Treatise Update – Public Company Deskbook

Public Company Deskbook: Complying with Federal Governance & Disclosure Requirements 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. 

Written by three partners with Sullivan & Cromwell LLP, this treatise is an indispensable resource for securities practitioners, compliance officers, directors, officers, accountants, auditors, and research analysts, and an important reference for securities regulators.

Highlights from the latest release:

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

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PLI PLUS subscribers can access this title through their subscription.

New Title! Internet of Things and the Law

PLI Press is excited to announce the publication of Internet of Things and the Law, a new treatise examining the Internet of Things (IoT) and its current regulatory framework.

The IoT has been defined as objects or “things” embedded with technology to allow them to interact in real time with the physical environment, people, and other devices—ranging from everyday household products like coffee makers and toothbrushes to insulin pumps and component parts of machines. This book serves as a starting point for those seeking a deeper understanding of the IoT’s role within the law or those searching for answers to novel legal questions that arise when machines go online to communicate with each other.

The book discusses the current and potential impact of the IoT in the following areas:

  • Privacy
  • Security
  • Contracts
  • Intellectual Property
  • Consumer Protection Litigation
  • Civil Discovery
  • Criminal Law and Procedure

The book concludes with a chapter on international approaches to the regulation of IoT.

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PLI PLUS subscribers can access this title through their subscription.

New Title! The Deal Lawyer’s Weapons in the War on COVID-19

PLI Press is pleased to announce the publication of The Deal Lawyer’s Weapons in the War on COVID-19, a new treatise on the basic legal and economic principles a deal lawyer is likely to face in advising clients on issues arising out of the COVID-19 crisis.

Written by the esteemed author of Mergers, Acquisitions and Tender Offers, this timely title helps lawyers quickly identify many of the business law issues that arise as a result of COVID-19 in areas including:

  • Benefits adopted by the CARES Act (e.g., the Paycheck Protection Program)
  • Financial assistance adopted the Federal Reserve Board
  • Corporate and securities laws
  • Antitrust laws
  • Federal income tax
  • Regulation of cross-border transactions
  • Valuation of companies
  • Contract drafting
  • Bankruptcy 

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PLI PLUS subscribers can access this title through their subscription.

New Title – California Consumer Privacy Act Annotated

PLI Press is excited to announce the publication of a new treatise on the California Consumer Privacy Act (CCPA), the first law of its kind in the United States providing consumer privacy protections.

California Consumer Privacy Act Annotated equips businesses and practitioners with the tools they need to understand the data they collect and how that data is used, disclosed, and stored, and then develop the framework, policies, and procedures to meet the CCPA notice requirements and to respond to data subject requests. This timely book takes into account the final text of proposed regulations the Attorney General submitted to the California Office of Administrative Law on June 1, 2020.

This thorough treatise includes advice on:

  • Determining whether an entity meets certain size and scope thresholds to be subject to the CCPA
  • Evaluating whether personal information collected from consumers, households, and devices is protected under the CCPA or whether an exemption applies
  • Understanding the considerations surrounding the sale of personal information by a business to a third party
  • Drafting sound notices at collection and privacy policies
  • Understanding the rights the CCPA grants to consumers regarding their personal information, as well as the different exceptions and limitations to these rights, in setting up processes and procedures for compliance
  • Building an infrastructure and creating procedures for managing and responding to consumer requests under the CCPA
  • Evaluating security requirements and practices in light of the new private right of action in which consumers can seek actual damages and statutory damages for a personal information security breach that is the result of a business’s failure to use reasonable security

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PLI PLUS subscribers can access this title through their subscription.

Upcoming Webinar: Corporate Law Resources on PLUS

On Tuesday, May 26 at 3:00 p.m. ET PLI’s Library Relations Manager, Kay Mitchell, will provide a brief demo to highlight the Corporate Law resources available on Practising Law Institute’s (PLI) online research database, PLI PLUS. Kay will cover popular Corporate Law titles and review research scenarios to demonstrate key features of PLI PLUS.

POPULAR CORPORATE LAW TITLES AVAILABLE ON PLI PLUS INCLUDE:

This demo is part of PLI’s ongoing webinar series. Each month we highlight PLI’s resources in a different practice area while also demonstrating the overall functionality of the research database.  For registration and a list of upcoming webinars, visit PLI Practice Area Webinars.

Treatise Update: International Corporate Practice

International Corporate Practice: A Practitioner’s Guide to Global Success provides guidance on building a comprehensive global legal department, including advice on structuring, staffing, and budgeting, as well as the use of foreign legal consultants and outsourcing. This update includes new material designed to enable lawyers, whether in-house or outside counsel, to operate efficiently on the global stage.

Updates from the Release #15:

  • Chapter 1 contains a new section highlighting twenty trends that will likely have an impact on in-house counsel—from automation to diversity, from skills training to management structure, from partnering with outside counsel to corporate social responsibility, and much more.
  • Chapter 2 updates the discussion of the privilege in Colombia, emphasizing the penalties that may be imposed for a breach and the factors that are weighed in assessing the seriousness of the breach.
  • Chapter 3 is updated with current information about major international law firms and new discussion of lawyer referral services.
  • Chapter 4 includes new coverage of the New York Court of Appeals’ amended Rules for the Licensing of Legal Consultants.
  • Chapter 6 explores the treatment of U.S. government guidance, published in 2019, as a useful framework for corporate compliance programs. To help prosecutors evaluate the adequacy and effectiveness of compliance programs, the Department of Justice, Criminal Division, released “The Evaluation of Corporate Compliance Programs.”
  • Chapter 9 provides updated coverage of the legal professional privilege in the United Kingdom.
  • Chapter 19 discusses money laundering and terrorism financing, including a discussion of the Indian Cosmos Bank cyberheist; the regulation of cryptocurrencies; and the trend for law enforcement to prosecute individuals responsible for the money-laundering violations of their employers, not just the employer corporations.
  •  Chapter 22 is revised throughout, with new discussions of proposed U.S. regulations that would broaden government authority, when adjudicating the admissibility of certain foreign nationals, to determine whether those individuals might become a public charge; the European Union’s creation of a European Labour Authority (ELA); and whether same-sex spouses can qualify as dependents for work authorization purposes.
  •  Chapter 27 provides expanded coverage of international efforts to reduce greenhouse gas emissions from ships, as well as to require use of approved ballast water management systems; the cleanup of contaminated sites in the United Kingdom; and environmental regulation in China, including the 2019 Law on Soil Contamination Prevention and Control.
  • Chapter 29 adds new material on the cross-border insolvency system created by the Recast EU Regulation, including treatment of an interrelated “group of companies” and the key principles of the 2019 Directive.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

PLI Current: COVID-19 Special Issue

PLI Press published a special issue of PLI Current to address the developing effects of the COVID-19 outbreak on the legal community. Covering a variety of legal issues related to COVID-19, this special issue contains a mix of original reportage, program materials and transcripts from recent PLI One Hour Briefings. Below is a list of contents along with links to individual articles.

*All articles and online programs related to the global coronavirus crisis are free to access with your PLI login. For upcoming programs, visit pli.edu/coronavirus.

  1. COVID-19: Reducing the Spread of Both Illness and Social Panic 
  2. Coronavirus: What Lawyers Need to Know: Transcript of the PLI One Hour Briefing, conducted March 10, 2020 
  3. Coronavirus: What Lawyers Need to Know (program materials)
  4. Coronavirus: Insurance Coverage for Event Cancellation, Travel and Supply Chain Losses: Transcript of the PLI One Hour Briefing, conducted March 17, 2020 
  5. Coronavirus: Insurance Coverage for Event Cancellation, Travel and Supply Chain Losses (program materials) 
  6. Investment Adviser Regulatory Update: Considerations Regarding the Coronavirus and Getting Ready for the 2020 ADV Update Season: Transcript of the PLI One Hour Briefing, conducted March 18, 2020 
  7. Investment Adviser Regulatory Update: Considerations Regarding the Coronavirus and Getting Ready for the 2020 ADV Update Season (program materials) 
  8. COVID-19 and the Cyber-Risks of Working from Home: Meeting the Challenges: Transcript of the PLI One Hour Briefing, conducted March 25, 2020 
  9. COVID-19 and the Cyber-Risks of Working from Home: Meeting the Challenges (program materials) 
  10. COVID-19 Challenges for First Quarter 2020 Form 10-Q and Annual Meetings: Transcript of the PLI One Hour Briefing, conducted March 26, 2020 
  11. COVID-19 Challenges for First Quarter 2020 Form 10-Q and Annual Meetings (program materials) 
  12. How Employers Can Manage the Coronavirus/COVID-19 Pandemic: Your Workplace Questions Asked—and Answered!: Transcript of the PLI One Hour Briefing, conducted March 26, 2020 
  13. How Employers Can Manage the Coronavirus/COVID-19 Pandemic: Your Workplace Questions Asked—and Answered! (program materials)
  14. Coronavirus Considerations: SEC Disclosure, Labor & Employment, Insurance, Litigation, Breach of Contract and Force Majeure Issues: Transcript of the PLI One Hour Briefing, conducted March 27, 2020 
  15. Coronavirus Considerations: SEC Disclosure, Labor & Employment, Insurance, Litigation, Breach of Contract and Force Majeure Issues (program materials)

New Edition! Equipment Leasing—Leveraged Leasing

Equipment Leasing—Leveraged Leasing (Sixth Edition) provides readers with the comprehensive legal, tax, economic, accounting, and documentation information and advice needed to develop and implement leasing deals that maximize rewards and minimize risks. Written by more than thirty leading leasing authorities, and featuring hundreds of pages of sample forms, checklists, and documents that expedite successful transactions, this treatise is an essential resource on leasing transactions of all kinds.

The recently published Sixth Edition contains several new chapters including:

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PLI PLUS subscribers can access this title through their subscription.

Treatise Update: Social Media and the Law

Social Media and the Law (2020 Edition) examines the use of social media in a variety of legal contexts, including privacy, civil litigation, employment, criminal activity and prosecution, intellectual property, defamation, advertising, and regulated industries. Relevant legislation, cases, usage trends, and industry responses are discussed.

Among the new developments covered in the 2020 Edition are:

  • Deepfakes — videos made using a new technology that falsely shows people saying or doing something that they did not say or do. See section 5:4.5.
  • Boeing standard under the NRLA: In one of the first decisions applying the Boeing standard, the NLRB found an employer’s confidentiality rule presumptively lawful under the first step in Boeing and found unlawful an employee handbook policy that workers should not post “derogatory information about the company” on social media sites and instead should use the normal channels for raising grievances and complaints. See sections 6:4.2[B][2][a] and 6:4.2[B][2][b][ii].
  • Guidance for financial services industry: In 2019 FINA released new guidance on disclosure innovations in advertising and other communications with the public.  See section 7:3.2[A].
  • Medical Device Vulnerabilities: A draft guidance issued by the FDA in October 2018 recommends medical device manufacturers and healthcare delivery organizations take steps to ensure appropriate security safeguards are in place. See section 7:3.3[D].
  • Platform Criminality, whereby criminal activities are enabled and funded through data-rich platforms such as Facebook, Amazon and Uber. See section 9:2.11.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Tune into the inSecurities Podcast!

PLI is proud to announce the launch of inSecurities, a new podcast examining changes to securities rules, regulations, and cases from a practitioner’s perspective in both law and accounting.

Hosted by Chris Ekimoff, a forensic accountant, and Kurt Wolfe, a securities regulatory attorney, inSecurities is a biweekly podcast showcasing practitioner perspectives on changes within the securities field. Recent episodes include a deep dive into insider trading and a lively discussion on equity market structure reform with special guests former SEC Commissioner Robert Jackson and George Mason Law Professor J.W. Verret.

In an increasingly complex business environment where intricate corporate structures reign, inSecurities helps make sense of it all. Available now on Apple Podcasts, Google Podcasts, and Spotify. Learn more at https://www.pli.edu/insecurities/podcast.