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Corporate Transparency Act (CTA) Update: Federal Judge Rules CTA Unconstitutional

The decision of the Federal District Court for the Northern District of Alabama in the case of National Small Business United v. Yellen, announced on Friday, March 1, 2024, has created uncertainty for both reporting companies...more

Who Is a “Company Applicant” Under the Federal Corporate Transparency Act?

“Company applicants” — the term may sound vague, but the identities of “company applicants” of reporting companies are just as important under the new federal Corporate Transparency Act (the “CTA”) as the identities of the...more

What Is a “Reporting Company” Under the New Federal Corporate Transparency Act?

Beginning on January 1, 2024, the Corporate Transparency Act (the “CTA”) will require all “Reporting Companies” to report to the federal Financial Claims Enforcement Network (“FinCEN”) information about their “beneficial...more

Final CTA Regs Set Timeline for Compliance

​Final regulations published on September 30, 2022 (the “final Regulations”) by the Financial Crimes Enforcement Network (“FinCEN”) of the Department of Treasury under the Corporate Transparency Act (“CTA”) grant business...more

FinCEN Publishes Proposed Regulations for Corporate Transparency Act

Proposed regulations (the “Proposed Regulations”) recently published by the Secretary of the Treasury under the Corporate Transparency Act (the “CTA”) make it clear that reporting under the CTA is imminent for owners of...more

FinCEN Seeks Public Comment on Opaque Corporate Transparency Act

The Financial Crimes Enforcement Network of the Department of Treasury (FinCEN) has made it clear that the reporting obligations imposed on corporations, LLCs, and other “similar” entities under the new Corporate Transparency...more

Congress Passes Bipartisan Corporate Transparency Act

Congress took a significant step on Friday, December 11 to prevent the owners of “shell” limited liability companies, corporations and “similar entities” from using those entities to disguise their identities and transactions...more

Maryland’s High Court Finally Confirms Fiduciary Duty Claims as Independent Causes of Action

Ending almost 23 years of confusion, the Maryland Court of Appeals, in an opinion issued on July 14, 2020, unequivocally ruled that Maryland recognizes an independent cause of action for breach of fiduciary duty, erasing any...more

Key Health Care Legal and Business Issues in the Transitional/Post-COVID-19 World

INTRODUCTION - The health care world – in fact, THE WORLD – has changed significantly since March with the onset of COVID-19. As we collectively work to return to a “new normal,” the health care delivery system will be one of...more

2020 Health Care Predictions

The Saul Ewing Arnstein & Lehr, LLP Health Care Practice includes attorneys that handle regulatory, compliance, transactional and litigation needs for clients across the entire health care delivery system, including: ...more

Beyond Board Minutes and Stockholder Lists – Section 220 Books and Records Demands May Yield Much More

In 2019, Delaware’s Court of Chancery and Supreme Court expanded the potential fruits of a “books and records” demand under 8 Del. C. § 220 to reach the electronic communications among board members and other corporate...more

Maryland Appellate Court Says “No De Facto Series LLC”

In Kurz, et al. v. AMCP-1, LLC, et al., an unpublished opinion filed on February 10, 2016, the Maryland Court of Special Appeals refused to accept the plaintiff’s argument that the trial court, in disregard of Maryland law,...more

Oppressed Shareholders Don’t Always Get the Relief They May Deserve

In Bontempo v. Lare, 2015 WL 4658901 (2015), published on August 6, 2015, the Maryland Court of Appeals affirmed that the "reasonable expectations test," previously articulated by the Maryland Court of Special Appeals in...more

Del. Chancery Court Hints that Persons Other than “Managers” May Owe Fiduciary Duties to an LLC

In CMS Investment Holdings, LLC v. Castle, 2015 WL 3894021 (Del., June 23, 2015), the Delaware Court of Chancery hinted that persons other than LLC Managers may, in the future, be found to owe fiduciary duties to an LLC....more

Ninth Circuit Affirms Divestiture Order in St. Luke’s/Saltzer Medical Group Acquisition

In an opinion issued February 10, 2015, the U.S. Court of Appeals for the Ninth Circuit affirmed a year-old decision by the Idaho District Court which held that St. Luke’s Health System’s acquisition of the Saltzer Medical...more

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