Category Archives: Securities and other financial products

Free 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:

Table of Investment Advisers Act Requirements Application to Exempt Reporting Advisers

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.

Book Update: Mutual Funds and Exchange Traded Funds Regulation (Third Edition)

Mutual Funds and Exchange Traded Funds Regulation delivers up-to-date, practical guidance on navigating the complex regulatory landscape governing mutual funds and ETFs. It covers everything from prospectus standards and contract drafting to valuation methods, marketing compliance, and cybersecurity risks. With expert insights on avoiding legal pitfalls and meeting regulatory expectations, this annually updated volume is a vital tool for staying ahead in a rapidly evolving financial environment.

Highlights of this release include:

Chapter 1, An Introduction to Mutual Funds, follows the latest developments in the history of the mutual fund industry (Section 1:1).
Chapter 40, Treasury and Related Reporting, outlines key reporting obligations for U.S. institutional investors under the Treasury International Capital system, the Treasury Foreign Currency system, and the Bureau of Economic Analysis’s “BE system.” The discussion has been updated to include recent developments, with expanded coverage of the BE-10 Benchmark Survey (Form BE-10), highlighting its scope, filing requirements, and implications for cross-border investment reporting (Section 40:4.1[C]–[C][5]).
Chapter 45, Investment Management M&A, has been updated to cover the enforceability of non-compete agreements (Section 45:2.1); DOL fiduciary rule implementation (Section 45:3.7); and the U.K. FCA MiFID II rules on purchasing investment research (Section 45:5).
To aid in your research, the Table of Authorities and Index have been updated.

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New Edition: Fashion Law and Business: Brands & Retailers (Third Edition)

Fashion Law and Business: Brands & Retailers (Third Edition) provides clear guidance on the wide range of legal and business issues faced by fashion industry participants, including designers, suppliers, manufacturers of apparel and accessories, retailers, and emerging entrepreneurs. Written by three of America’s leading fashion and retail law authorities, the new edition incorporates coverage of AI as well as new discussion of sustainability and relevant rules of environmental law to provide a comprehensive guide to the issues affecting the fashion industry today.

Readers will learn the considerations involved in starting a company in the fashion industry, including:

Developing a business plan, determining the form and structure of the legal entity, and obtaining financing;
How patent, trademark, copyright, and international design rights protection laws have been applied to the fashion industry, and their impact in such areas as gray market goods and counterfeiting;
The contractual relationships and regulatory issues applicable to the design and production of fashion products;
The dynamics of retail sales in the apparel industry;
The legal issues involved in leasing and licensing brick-and-mortar retail stores;
How to deal with labor and employment issues that relate to the fashion industry,
The legal and practical concerns that affect sales and acquisitions of fashion companies, going public, and restructuring or bankruptcy.

Testimonials:

“A comprehensive guide that clearly addresses, in an approachable manner, all facets of law in the retail industry. Fashion Law and Business is unique in its global insider’s view and thorough understanding of the nuanced retail industry.”

–Kelly Koyama-Garcia, Retail Brand General Counsel

“…[T]his guide goes beyond the expected and usual topics to focus on key practice areas such as manufacturing, sustainability, real estate, and employment law. This publication is a must-have for any modern fashion lawyer who seeks to be well-rounded in law and business.”

–Lisa Keith, Executive Vice President & General Counsel, Steve Madden, Ltd.

“Fashion Law and Business is THE go-to resource for any (and every) fashion law practitioner, as it masterfully blends real-world industry challenges with insightful legal analysis.”

–Danielle Garno, Adjunct Professor in Fashion Law at the University of Miami School of Law and Partner, Daniel Ebeling Maccia & Cohen

“In an ever more rapidly evolving world where brands can take fashion they see on the street (or social media) and turn it into commercial production orders within hours, it is more important than ever to have a good understanding of the legal rules of the road. This casebook is an indispensable resource for designers, brands, and the ecosystem of partners who work with them.”

–Craig Fleishman, General Counsel of MycoWorks, Inc., formerly General Counsel to Rebecca Minkoff LLC

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Book Update: Securities Law and Practice Deskbook

Securities Law and Practice Deskbook is a thorough guide to the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), relevant rules and regulations, and key case law. This book serves as an introduction to U.S. federal securities laws, providing a base for how securities lawyers tackle issues. It also acts as a general review and a first resource for seasoned practitioners when dealing with unfamiliar aspects of securities law.

Updated twice a year to keep pace with frequently changing rules and regulations, the new release (Release #25) includes the following updates:

Chapter 1, Approaching Securities Law, discusses the Commission’s announcement of a “sensible regulatory path” for crypto assets and the creation of a crypto task force. It also discusses Nasdaq’s withdrawal of its board diversity rule and the decision by ISS and Glass Lewis to stop considering diversity factors in board election recommendations. Additionally, the chapter highlights the Commission’s request to the Eighth Circuit to delay oral arguments on climate change rules, suggesting these rules might be withdrawn.
Chapter 5, Reach of Securities Act Regulation, discusses the Commission’s decision to pause several crypto cases in anticipation of a different regulatory scheme for digital assets.
Chapter 6, Securities Act Registration Exemptions, covers The PIPE and private placement markets.
Chapter 8, Securities Act Liability, discusses the courts’ stance on traceability in Securities Act claims. It highlights the Ninth Circuit’s decision in Slack Technologies to extend the traceability requirement to section 12 claims, following the U.S. Supreme Court’s strict tracing requirement for section 11 claims.
Chapter 9, Registration and Periodic Reporting Under the Exchange Act, discusses potential shifts in regulatory policy, particularly regarding climate change disclosures. It highlights actions by acting Commission Chair Mark Uyeda that may signal the possible withdrawal of these rules.
Chapter 10, Regulation of Proxy Solicitations, explores corporate reincorporation and its impact on shareholder protections under state laws. It discusses uncertainty in proxy advisory service regulations, the ongoing legal debate over classifying proxy voting advice for a fee as a solicitation, and a significant mid-proxy season change where the Commission Staff issued SLB 14M, which shifts the focus of no-action requests for exclusion under Rule 14a-8 back to the specific company’s business rather than broader issues.
Chapter 12, Fraud Under Rule 10b-5 and Related Issues, talks about the rise in securities lawsuits in 2023, especially those involving Artificial Intelligence. It mentions that the total value of these cases has grown significantly. The chapter also covers the appeal in a “shadow trading” case and the success of the Commission’s Whistleblower program, which has awarded over $2.2 billion. Lastly, it discusses penalties for companies that retaliate against whistleblowers.

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New Title! Decrypting Crypto: Digital Assets and Web3 Explained

PLI Press is proud to announce the publication of the new treatise Decrypting Crypto: Digital Assets and Web3 Explained.

This brand-new treatise serves as a comprehensive resource to help equip lawyers with the technical knowledge and legal context needed to understand the Web3 industry and the unique issues and challenges it creates for lawyers and clients alike

Decrypting Crypto: Digital Assets and Web3 Explained is organized into three parts:

Part I, Technical Fundamentals, provides technical background and explains the key components, systems, and tools that help comprise Web3.

Part II, Federal Agencies and Regulatory Oversight, is about the primary U.S. federal agencies that regulate crypto. In the absence of any major crypto-specific legislation, these agencies play a pivotal role in shaping the law for Web3.

Part III, Practical Issues, is targeted at attorneys in particular legal areas so that they will understand the issues that may arise in their specific practice.

We are excited to share this new title with you!

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PLI PLUS subscribers can access this title through their subscription.

Treatise Update: Investment Adviser Regulation (Third Edition)

Investment Adviser Regulation: A Step-by-Step Guide to Compliance and the Law (Third Edition) is an essential resource for investment advisers, securities attorneys, compliance personnel, and federal and state regulators. This treatise guides practitioners through the maze of statutory, SEC, and state standards impacting investment advisers, as well as provides advice on the practical aspects of building a practice. It also clarifies key status issues that determine registration and disclosure duties as well as liability exposure.

The new release includes the following updates:

Chapter 14, Privacy of Client Financial Information: An Overview, includes updated discussions regarding the FTC’s amendments to the Safeguards Rule,; the NYDFS’s finalization of amendments to the Cybersecurity Regulation that require additional governance obligations regarding the Chief Information Security Officer ’s role and resources; and the Bermuda Personal Information Protection Act (PIPA), which applies to organizations that use personal information in Bermuda.
Chapter 42, Mutual Funds, covers the most recent reporting requirements affecting mutual funds.
Chapter 43, Managed Advisory Accounts & Wrap Fee Programs, discusses the SEC’s Division of Examinations April 2024 risk alert that highlights the Division staff’s observations regarding compliance with the Marketing Rule.
Chapter 54, Municipal Advisor Regulation, discusses enforcement actions related to municipal advisors regarding both their regulatory obligations and their fiduciary obligations. In addition, this update provides further analysis of the interrelationship between municipal advisory activities and other professional activities undertaken by municipal advisor firms. The discussion of applicable MSRB and SEC rules is also updated to reflect more recent rulemaking by the MSRB.
Chapter 64, Blockchain and Digital Assets, updated to cover regulatory developments involving digital securities and commodities.

The Table of Authorities and Index have also been updated for this release.

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