Category Archives: Corporate & Securities

Treatise Update! Financial Product Fundamentals: Law, Business, Compliance

PLI recently updated Financial Product Fundamentals: Law, Business, Compliance (Second Edition).

To provide attorneys, compliance personnel, and business professionals with legal, regulatory, and procedural guidance regarding the various financial products, Clifford E. Kirsch has edited Financial
Product Fundamentals, which compiles his expertise as a noted practitioner in the areas of securities regulation and compliance, together with valuable contributions from other distinguished authorities in these practice areas.

Highlights of the latest version include:

Chapter 2: Limited Offerings and Private Placements. Updated to reflect recent amendments to Rule 504 under Regulation D that increase the aggregate amount of securities that may be offered and sold in any twelve-month period, and disqualify certain bad actors from relying on Rule 504.
Chapter 12, International Investment Funds. Commodity Futures Trading Commission (CFTC) registration analysis for commodity pool operators and commodity trading advisors (CTAs), as
well as the exemptions from registration as a CTA pursuant to Rules 4.14(a)(4), 4.14(a)(5), and 4.14(a)(8).
Chapter 17, Exchange-Traded Funds. New discussions covering ETF distribution and associated fees, Authorized Participants and Authorized Participant Agreements, and marketing and advertising considerations for ETFs. Discussion updated to include recent regulatory developments regarding listing standards, reporting requirements and risk disclosures, and the Liquidity Rule’s application to In-Kind ETFs.
Chapter 19, A Primer on Derivative Contracts and Their
Regulation. Updated discussion follows the actions of the CFTC and SEC in addressing the many Dodd-Frank issues under their respective jurisdictions to regulate the swaps marketplace.
Chapter 24, Exchange-Traded Notes and Similar Structured
Notes. New discussion covers issues with respect to other types of structured notes that are not listed on securities exchanges.
New Chapter 27, Interval Funds. New discussion places interval funds in their regulatory framework, and covers issues associated with their operation and distribution, as well as the investment strategies utilized by these funds.

This essential title is available on PLI PLUS, our online research database. If you’d like to order a print copy, please email libraryrelations@pli.edu or call 877.900.5291.

New Edition! Financial Institutions Answer Book: Law, Governance, Compliance (2018 Edition)

PLI recently published the 2018 edition of Financial Institutions Answer Book, which provides a comprehensive overview of the complex federal requirements regulating financial institutions in the United States in an easily accessible Q&A format.

Every aspect of a financial institution life cycle is covered, from understanding the differences in regulation based on what type of charter is chosen, through ongoing capital and deposit activities requirements and major changes in corporate control, to the cessation of entity activity through merger, acquisition, or entity failure.

Financial Institutions Answer Book describes the requirements under each type of charter for the major areas of financial institution activity, such as:

Reflecting the increased federal concern with fraud, money laundering, and protecting the federal taxpayer from bank defaults, individual chapters are devoted to describing in detail the federal enforcement agencies and their powers, anti-money laundering and other fraud issues, the required examinations and audit process, and recent regulatory approaches to problem banks and failure.

Published in a handy softcover volume, Financial Institutions Answer Book is a source for quick, concise answers for lawyers and other legal professionals, as well as financial institution managers, officers, directors, and anyone else who would like a comprehensive understanding of the legal framework regulating banks and other financial institutions.

This new answer book is available on PLI PLUS, our research database. If you’d like to order a print copy, please email libraryrelations@pli.edu or call 877.900.5291.

New Edition! Pharmaceutical Compliance and Enforcement Answer Book (2018 Edition)

PLI recently published the 2018 edition of Pharmaceutical Compliance and Enforcement Answer Book, which provides a comprehensive overview of the complex regulatory issues faced by the different participants in the pharmaceutical industry.

This resource gives clear, expert answers to questions on topics such as:

Filled with practical suggestions, Pharmaceutical Compliance and Enforcement Answer Book provides attorneys and compliance officers with a roadmap to effective compliance with FDA pharmaceutical regulations.

This new answer book is available on PLI PLUS, our research database. If you’d like to order a print copy, please email libraryrelations@pli.edu or call 877.900.5291.

Treatise Update! Cybersecurity: A Practical Guide to the Law of Cyber Risk

PLI recently updated Cybersecurity: A Practical Guide to the Law of Cyber Risk.

Among the many developments in this fast-moving field that are reflected in this treatise release are:

General Data Protection Regulation: The EU’s new General Data Protection Regulation (GDPR), effective May 2018, applies to most companies that collect personal data from individuals in the EU. The GDPR sets forth requirements for maintaining substantive security safeguards and notifying the supervisory authority and impacted individuals of breaches, and provides for significant financial penalties for noncompliance.
OCIE Risk Alert pertaining to broker-dealers: In an August 2017 Risk Alert, the SEC Office of Compliance Inspections and Examinations summarized observations from its second cybersecurity survey of broker-dealers and investment advisers, and noted a number of areas
where compliance and oversight merited attention, signaling the issues on which it intends to focus in its yearly examinations.
Regulation of cybersecurity in the financial services industry: The discussion in chapter 5, Cybersecurity in Regulated Sections, is expanded to cover additional governmental agencies and industry associations that regulate financial services.
Requirements for defense contractors: In September 2017, the Director of the Defense Pricing/Defense Procurement and Acquisition. Policy issued guidance that recognizes that NIST Special Publication 800-171 avoids mandating specific solutions and provides latitude to
contractors for how they choose to implement security controls and assess their own compliance with cybersecurity requirements. The guidance is notable because it allows small businesses with limited IT or cybersecurity expertise to meet the requirements of the special publication.
Cybersecurity of Federal Networks and Critical Infrastructure: President Trump’s Executive Order 13800 directs a broad examination of cybersecurity vulnerabilities at federal agencies; it also reaffirms the Obama administration’s approach to cybersecurity protections for critical infrastructure, seeking to promote the growth and sustainment of the nation’s cybersecurity workforce in the public and private sectors.

The updated treatise is available on PLI PLUS, our online research database. If you’d like to order a print copy, please email libraryrelations@pli.edu or call 877.900.5291.

Treatise Update! Public Company Deskbook

PLI recently updated Public Company Deskbook: Complying with Federal Governance & Disclosure Requirements, which 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 Release #7 include:
• New Chapter 5G1 addressing the latest SEC guidance on
cybersecurity disclosure and related issues, including in respect of
disclosure controls and procedures and insider trading risks.
• Updates to Chapter 2K to reflect the proposed Nasdaq rule change
relating to shareholder approval of issuances over 20%.
• Updates to Chapter 3A to reflect adoption of the new audit standard
requiring discussion of “critical audit matters” in the auditor’s
report.
• Updates to Chapter 4B to reflect the 2017 tax reform legislation
amendments to section 162(m) of the Internal Revenue Code.
• Updates to Chapter 4F to address the latest SEC guidance on pay
ratio calculation and disclosure.
• Updates to Chapter 5F to reflect the revised NYSE requirements
relating to timely disclosure at the end of the trading day.
• Updates to Chapter 6B to reflect the U.S. Supreme Court’s recent
decision limiting Dodd-Frank Act whistleblower protections to
persons who actually communicated their tips to the SEC.

The updated treatise is available on PLI PLUS, our online research database. If you’d like to order a print copy, please email libraryrelations@pli.edu or call 877.900.5291.

Treatise Update! The Corporate Tax Practice Series

We have recently updated our treatise The Corporate Tax Practice Series.

With contributions from more than 435 of the world’s leading tax practitioners, including former Internal Revenue Service and Department of Treasury officials, this 31-volume set is the definitive resource on corporate tax.

The 2017 edition of The Corporate Tax Practice Series contains 100 articles that have been updated to reflect the latest developments in topics ranging from LLC incentive compensation to modifying debt and its consequences. We’ve also added 31 new articles that have not
previously appeared in the series that tackle issues including:

• A financial and income tax analysis of earnouts
• S corporation acquisition techniques
• Misclassification of employees and Section 530 relief
• Significant modification of debt instruments

The updated treatise is available on PLI PLUS, our research database. If you’d like to order a print copy, please email libraryrelations@pli.edu or call 877.900.5291.

Treatise Update! Social Media and the Law

We have recently updated our treatise Social Media and the Law, which helps you understand the legal environment and mitigate the risks of using social media platforms.

Social Media and the Law provides broad coverage of social media in a variety of legal contexts, including privacy, civil litigation, employment, criminal activity and prosecution, intellectual property, brand protection, defamation, advertising, and regulated industries. This release highlights recent new legislation, cases, and usage trends, as well as industry responses, by companies such as Facebook, Twitter, YouTube, and Google, to abuses of their services.

Several new sections have been added in this release, enhancing the comprehensiveness of the book:
Section 8:5, Consumer Review Fairness Act: This Act prohibits
non-disparagement clauses in consumer transactions, which some
companies had included to obligate customers to refrain from posting
negative reviews of the company, and to give the company the right to
impose a financial penalty for any violation of the clause.
Section 9:2.8, Revenge Porn: Thirty-eight states and the District of
Columbia have criminalized the practice of posting online revealing or
sexually explicit images or videos of a person, typically by a former
sexual partner, without the consent of the subject and in order to cause
the person distress or embarrassment.
Section 9:2.9, Performance Crimes: The posting of videos and live
streaming of criminal activities has escalated recently and become the
focus of great concern. The manner in which social media platforms
address such activities will be closely watched.
Section 9:2.10, Sex Trafficking: Human trafficking is prohibited
by both federal and state laws. The U.S. Senate Commerce Committee
has also recently approved a bill entitled Stop Enabling Sex Traffickers
Act of 2017 which would allow criminal and civil actions against websites
for “knowingly assisting, supporting or facilitating” sex trafficking
through the site.

In addition, throughout the book are updates on the many developments in this field that occurred in the last year or so, such as:
• Activity by the FTC against social media influencers for failing
to properly disclose associations with companies whose products
or services they endorse.
• FINRA’s new guidance on social networking websites and business
communications of regulated industries, allowing firms to
engage in native advertising that complies with FINRA Rule
2210, provided that unsolicited third-party comments posted on
a social network are not regarded by FINRA as communications
of the broker-dealer.
• Placement of social media advertisements by Russian-linked
firms with the aim to influence the 2016 presidential election,
and Facebook’s new approach to combat the effects of fake news.
• Recent class action employment lawsuits alleging violation of
Illinois’s biometric privacy law, largely based on the use of fingerprint-operated
time clocks.
• The FTC’s actions against TaxSlayer and Uber for security
breaches and inadequate customer privacy measures.
• Approval by the Uniform Law Commission of a model uniform
employee password protection statute, Employee and Student
Online Privacy Protection Act (ESOPPA), which has already
been introduced in three states.
• Recent amendments to Federal Rule of Evidence 902 that provide
additional guidance for parties seeking to authenticate social media
evidence.
• Impact of President Trump’s “tweetstorms”

The updated treatise is available on PLI PLUS, our online research database. If you’d like to order a print copy, please email libraryrelations@pli.edu or call 877.900.5291.