On March 25, Delaware amended two (2) sections of the Delaware General Corporation Law (“DGCL”) in response to reports that prominent corporations are considering leaving Delaware in light of several significant court...more
4/4/2025
/ Board of Directors ,
Breach of Duty ,
Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Fiduciary Duty ,
New Legislation ,
Proposed Amendments ,
Regulatory Reform ,
Shareholder Litigation ,
Shareholder Rights
On March 12, 2025, the SEC published a No-Action Letter clarifying accredited investor verification requirements under Rule 506(c)....more
3/27/2025
/ Capital Markets ,
Compliance ,
Disclosure Requirements ,
Due Diligence ,
Guidance Update ,
Investors ,
New Guidance ,
No-Action Letters ,
Regulatory Oversight ,
Regulatory Requirements ,
Rule 506(c) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 21, FinCEN issued an interim rule that implements the reduced scope of the Corporate Transparency Act (“CTA”) previously announced on March 2....more
3/25/2025
/ Beneficial Owner ,
Corporate Transparency Act ,
Filing Deadlines ,
FinCEN ,
Foreign Corporations ,
Foreign Entities ,
Interim Final Rules (IFR) ,
Preliminary Injunctions ,
Public Comment ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
U.S. Treasury
On March 2, the United States Treasury Department announced a permanent suspension of Corporate Transparency Act (“CTA”) enforcement against domestic reporting companies and their beneficial owners. Foreign companies and...more
On February 18, a federal court lifted the remaining injunction blocking enforcement of the Corporate Transparency Act (“CTA”), previously discussed. In response, FinCEN has stated that the reporting deadline for existing...more
2/24/2025
/ Appeals ,
Beneficial Owner ,
Compliance ,
Corporate Transparency Act ,
Enforcement Actions ,
Filing Deadlines ,
FinCEN ,
Popular ,
Preliminary Injunctions ,
Regulatory Requirements ,
Reporting Requirements ,
U.S. Treasury
(2/6/25) Update as of February 5, 2025: The government appealed the nationwide injunction blocking CTA enforcement in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.). FinCEN updated its...more
2/10/2025
/ Anti-Money Laundering ,
Appeals ,
Beneficial Owner ,
Compliance ,
Constitutional Challenges ,
Corporate Transparency Act ,
Disclosure Requirements ,
Enforcement Actions ,
Filing Requirements ,
FinCEN ,
Popular ,
Preliminary Injunctions ,
Regulatory Requirements ,
Reporting Requirements ,
U.S. Treasury
Despite a Supreme Court ruling on January 23, there have been no material changes regarding Corporate Transparency Act (“CTA”) filing obligations. As of January 23, current FinCEN guidance is that no entity is required to...more
On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit granted the government’s emergency motion to lift the injunction and stay on all beneficial ownership information filings under the Corporate Transparency...more
12/27/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Corporate Transparency Act ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Reporting Requirements ,
Stays ,
Time Extensions
We previously discussed a ruling by a federal District Court in Alabama finding that the Corporate Transparency Act (“CTA”) was unconstitutional, with the holding limited to the plaintiffs in the case. For general background...more
12/9/2024
/ Corporate Transparency Act ,
Department of Justice (DOJ) ,
Enforcement ,
Financial Crimes ,
FinCEN ,
First Amendment ,
Fourth Amendment ,
Preliminary Injunctions ,
Reporting Requirements ,
Texas ,
Unconstitutional Condition
As previously noted, businesses must comply with the reporting requirements of the Corporate Transparency Act (“CTA”) by January 1, 2025. Since the CTA requirements took effect, Flaster Greenberg attorneys have worked with...more
The federal Corporate Transparency Act (CTA), which went into effect on January 1st of this year, is currently the subject of a constitutional challenge. The link to our prior alert regarding the CTA can be found here....more
PLEASE TAKE NOTE: Beginning on January 1, 2024, the Corporate Transparency Act (“CTA”) goes into effect. The CTA imposes new federal reporting requirements on most organizations formed or doing business in the United States....more
Corporate officers take note: Recent changes to Delaware law introduce a path towards additional protection and new potential liability for corporate officers. First, corporations may now amend their articles of incorporation...more