Davis Fussell at Smith Anderson

Corporate Transparency Act NARROWED - FinCEN Eliminates Reporting Obligations for All U.S. Persons and U.S. Entities

As we noted in our most recent client alert, on February 27, 2025, the Financial Crimes Enforcement Network ("FinCEN") announced that it would halt all enforcement of the Corporate Transparency Act (the "CTA") and issue an...more

3/28/2025 / Beneficial Owner , Corporate Transparency Act , Domestic Corporations , Filing Deadlines , FinCEN , Foreign Corporations , Interim Final Rules (IFR) , Reporting Requirements

Corporate Transparency Act Enforcement PAUSED - Reporting Companies May Suspend Compliance Pending Further FinCEN Guidance

As we noted in our February 20, 2025, client alert, unless the Financial Crimes Enforcement Network ("FinCEN") or Congress decided to take action by March 21, 2025, the beneficial ownership information ("BOI") reporting...more

3/4/2025 / Beneficial Owner , Compliance Dates , Corporate Transparency Act , Enforcement Actions , FinCEN , Reporting Requirements , U.S. Treasury

Nationwide Injunctions STAYED - Corporate Transparency Act Reporting Requirements Revived

Since our December 31, 2024, client alert, there has been a flurry of activity involving all three branches of the federal government regarding the Corporate Transparency Act (“CTA”)....more

2/21/2025 / Beneficial Owner , Compliance Dates , Corporate Transparency Act , FinCEN , Preliminary Injunctions , Reporting Requirements , Stays

Decrease in HSR Reporting Thresholds Announced for 2021

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) requires parties to transactions meeting certain size thresholds to make notification filings with the Federal Trade Commission and the Antitrust Division of the...more

2/4/2021 / Department of Justice (DOJ) , Federal Trade Commission (FTC) , Filing Fees , Hart-Scott-Rodino Act , Mergers , Size of Persons Test , Size of Transaction Test , Threshold Requirements

Updated Guidance and Relief Extensions: Public Company Considerations as COVID-19 Continues

Throughout the coronavirus (COVID-19) pandemic, the Securities and Exchange Commission (SEC) has continued to provide both substantive guidance and logistical relief to public companies as they navigate these unprecedented...more

7/27/2020 / Coronavirus/COVID-19 , Corporate Governance , Guidance Update , Publicly-Traded Companies , Relief Measures , Securities and Exchange Commission (SEC)

New York Stock Exchange and Nasdaq Relax Certain Continued Listing Requirements

Reacting to the current market uncertainty and volatility caused by the coronavirus (COVID-19) pandemic, the New York Stock Exchange (NYSE) and the Nasdaq Stock Market, LLC (Nasdaq) have implemented several temporary rule...more

5/1/2020 / Capital Markets , Coronavirus/COVID-19 , Corporate Governance , Listing Standards , Nasdaq , NYSE , Popular , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Temporary Regulations

Quarterly Reporting During a Pandemic: Form 10-Q and Earnings Release Disclosure Considerations

We have previously issued a number of alerts regarding the impact of the coronavirus (COVID-19) pandemic on public companies, including ones regarding issues related to annual meetings and periodic and ongoing disclosure...more

4/28/2020 / Coronavirus/COVID-19 , Corporate Governance , Disclosure Requirements , Form 10-Q , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Glass Lewis and ISS Provide Guidance Regarding the COVID-19 Pandemic

As we move into the heart of proxy season, Glass Lewis and Institutional Shareholder Services (ISS) have issued and updated guidance as to how they will adjust their voting policies to account for actions taken by public...more

4/21/2020 / Corporate Governance , Glass Lewis , Institutional Shareholder Services (ISS) , New Guidance , Proxy Season , Publicly-Traded Companies , Shareholders

SEC Provides Limited Relief from Proxy Material Mailing Requirements

As discussed in our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, on March 13, 2020, the Staff of the Division of Corporation Finance of the Securities and Exchange...more

4/16/2020 / Annual Meeting , Coronavirus/COVID-19 , Corporate Governance , Proxy Materials , Publicly-Traded Companies , Relief Measures , Securities and Exchange Commission (SEC)

Delaware Provides Emergency Relief from Requirements for Meetings of Stockholders

As discussed in our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, on March 13, 2020, the Staff of the Division of Corporation Finance of the Securities and Exchange...more

4/8/2020 / Coronavirus/COVID-19 , Corporate Governance , Delaware General Corporation Law , Relief Measures , Shareholder Meetings , Virtual Meetings

Governor Cooper Temporarily Authorizes Virtual-Only Meetings of Shareholders

In our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, we discussed some of the practical steps that public companies can take to hold annual meetings in light of the...more

4/3/2020 / Annual Meeting , Coronavirus/COVID-19 , Corporate Governance , Governor Cooper , Publicly-Traded Companies , Relief Measures , Shareholder Meetings , Virtual Meetings

Public Companies: How Regulators and Issuers Are Responding to a Pandemic

Since our previous Public Companies alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, regulators and issuers have taken unprecedented actions to address the impact of the...more

4/2/2020 / Coronavirus/COVID-19 , Corporate Governance , Disclosure Requirements , Publicly-Traded Companies , Relief Measures , Securities and Exchange Commission (SEC)

Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies

Coronavirus (COVID-19) is having an unprecedented impact on the world’s economy, including historic stock market declines, a virtual standstill in business and leisure travel, closures of schools and businesses and a focus on...more

3/18/2020 / Annual Meeting , Coronavirus/COVID-19 , Corporate Governance , Emergency Management Plans , Emergency Response , Proxy Season , Publicly-Traded Companies , Risk Management , Shareholder Meetings , Virtual Meetings

New HSR Reporting Thresholds Announced for 2020