Category Archives: Practice Areas

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.

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.

January’s free form:

Tax Indemnity 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 – Patent Licensing and Selling: Strategy, Negotiation, Forms (Second Edition)

Patent Licensing and Selling guides practitioners through the fundamentals of drafting and structuring profitable patent licensing deals. Containing more than 350 sample agreements and clauses, the book provides actionable strategies to negotiate these deals. It also highlights terms that can trigger delays and disputes, strategies around exclusive licenses, and pointers for selecting markets for specific licensees. In addition, the text integrates discussion on infringement protection and enforcement steps, license duration and termination guidelines, and confidentiality considerations.

The new release includes revised and expanded coverage of the following topics:

  • Definitions: New sections 1:1.1 and 1:5.1[C] discuss the implications of failing to define a term, using the as term “affiliate” as an example and showing the need to uncover the identity of each affiliate (section 1:5.1[A]) and to determine whether an entity qualifies as an affiliate (section 1:5.1[B]), as well as any limitations around the term (section 1:5.1[C]), the consequences of leaving the term “affiliate” undefined (section 1:5.1[D]), which edition of dictionary to use (section 1:5.1[E]), and the overall lessons to be learned (section 1:5.1[F]).
  • Additional future licenses: Inclusion of a sample pro­vision dealing with a situation in which the licensee discovers that he or she unknowingly developed products that infringed patents already owned by the licensor and that are not licensed to the licensee under the patent license agreement (see section 2:5.4).
  • Royalties: Added information on withholding taxes on royalty payments (see NEW section 4:9.8).
  • Prosecution and maintenance: Instruction on the consequences of a party’s decision to abandon prosecution and mainte­nance (see section 6:3.2[A]).
  • Licensee efforts: Extensive coverage of a licensee’s obligation to use “best efforts” and commercially reasonable efforts (see section 12:1.1 and section 12:6, respectively).
  • Technology license agreements: New coverage around licensing of oth­er intellectual property, such as trade secrets, confidential information, and know-how (see NEW Chapter 20).
  • New contract provisions: Examples 1:5B, 1:9, and 1:20 (Definition of affiliate); Example 1:41A (Choice of law); Example 1:51A (Commercially reasonable efforts); Example 2:53 (Additional future patent li­cense; licensee infringing licensor patents not licensed under the patent license agreement); Examples 4:55A, 4:55B, and 4:55C (Tax withholding); Example 5:10 (Audit; pay­ment for audit); and Example 6:6 (Notice of intent to abandon prosecution or maintenance of licensed patents).

The Table of Examples, Table of Authorities,and Index have also been updated.

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

Treatise Update – Fragomen on Immigration Fundamentals: A Guide to Law and Practice (Fifth Edition)

Fragomen on Immigration Fundamentals reveals the nuances of U.S. immigration law and practice along with the agency, legislative, and executive policies shaping the current environment for immigrants and asylum seekers. Packed with practical tips for employment-based and family-based immigration, avenues to permanent residence, naturalization obstacles, statutory admission denials, and the administrative and judicial review of unfavorable decisions, the book also features templatized immigration forms for key case milestones in the immigration process.

Some of the important recent developments discussed in this release include:

  • PERM applications: Coverage of the DOL’s transition of online PERM application filings from its legacy PERM Online portal to the FLAG system and the resulting restructuring of the application form (see section 2:2.5). For additional recent developments in the PERM context, check out this recent PLI Chronicle article, Wage Transparency Laws Add Extra Layer of Complexity to Labor Certification Recruitment.
  • Employer’s ability to pay: Discussion of the significantly expanded guidance from the USCIS regarding an employer’s ability to pay the proffered wage for immigrant petitions (see section 2:6.1[B]).
  • Age-out protection: Clarification of the requirements that children of permanent residents and derivative family members of principal family-based immigrants must meet to receive age-out protection (see section 3:3.4[A]).
  • Failure to apply in safe third country: Updates regarding the status of the Biden Administration’s rule creating a rebuttable presumption that migrants who attempt to cross the southern border without seeking asylum in a third country through which they traveled or procuring an asylum appointment through the CBP One mobile app are ineligible for asylum (see section 6:2.6[C][7]).
  • Screening of job applicants: New DOJ guidance provides helpful tips on avoiding citizenship status discrimination when complying with export control laws, reaffirming that employers cannot rely on them to limit jobs to U.S. citizens or workers with other citizenship or immigration statuses (see section 10:3.3[B]).

Order a print copy today.

PLI PLUS subscribers can access this title through their subscription.

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.

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.

December’s free form:

Purchase and Sale 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.

New Title! Knowledge Management & Innovation: A Manual for Law Firms and Other Legal Services Organizations

PLI Press is proud to announce the publication of the new practice guide Knowledge Management & Innovation: A Manual for Law Firms and Other Legal Services Organizations.

This book is a comprehensive resource for knowledge management and innovation (KM&I) professionals in the legal industry. It offers best practices for achieving common KM&I goals and includes several checklists and other practice forms which can be used to help organizations and law firms implement beneficial KM&I procedures.  The book presents its knowledge management concepts within a broad framework and historical context while also covering the most recent developments.

Notably, the manual covers the following important topics:

In addition, the book gives guidance on how to leverage collaboration tools (see Chapter 11), configure document management systems (see Chapter 5), improve organizational processes (see Chapter 14), and more.

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 – 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.

New Title! Commercial Legal Finance

PLI Press is proud to announce the publication of the new practice guide Commercial Legal Finance.

This book offers industry-specific guidance on the mechanics of litigation and arbitration finance in key jurisdictions and practice areas around the world.  It provides a wealth of applied use cases for law firms and corporations and addresses key questions concerned with legal finance structures, pricing, and ethical considerations. The book also gives a step-by-step overview of the process for obtaining legal finance and a helpful glossary of terms.

Notably, Commercial Legal Finance covers the following important topics:

  • The basics of commercial legal finance (see Chapter 1)
  • The role of the funder (see Chapter 2)
  • The mechanics and economics of funding (see Chapter 3)
  • The major ethical issues related to legal finance (see Chapter 4)
  • The financing of investor-state arbitration (see Chapter 5)
  • Key considerations for financing patent litigation and other intellectual property matters (see Chapter 6)    

In addition, the book devotes full chapters to the use of funding in the U.S. (Chapter 7), England and Wales (Chapter 8), Europe (Chapter 9), Asia (Chapter 10), and Australia (Chapter 11).

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.

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.

November’s free form:

Securities Purchase 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.