Category Archives: Financial Products

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).

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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.

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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).

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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.

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

The recent increase in federal enforcement of consumer financial services laws and regulations makes it a priority for companies to take stock of their current financial products, to identify potential risks, and to enhance consumer satisfaction efforts.  Fortunately, the treatise Financial Product Fundamentals: Law, Business, Compliance (Second Edition) aids in that process by providing attorneys, compliance personnel, and business professionals with legal, regulatory, and procedural guidance regarding the various financial products, accompanied by many helpful charts, tables, and other graphics.

Highlights from the updated release include:

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PLI PLUS subscribers can access this title through their subscription. Subscribers may also be interested in reading the PLI Current article, Consumer Debt Collection:  A Year in Review and What to Expect Next.