On March 2, 2025, and February 27, 2025, the US Department of the Treasury (Treasury) and the Financial Crimes Enforcement Network (FinCEN), a bureau of the Treasury, made significant announcements regarding the Beneficial...more
On February 18, 2025, the US District Court for the Eastern District of Texas in Smith v. US Department of the Treasury, No. 6:24-cv-336-JDK, entered an order staying (pausing) the nationwide preliminary injunction against...more
2/20/2025
/ Beneficial Owner ,
Corporate Transparency Act ,
Enforcement Actions ,
Filing Deadlines ,
Filing Requirements ,
Financial Crimes ,
FinCEN ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Small Business
On January 23, 2025, the Supreme Court of the United States issued a stay of the nationwide preliminary injunction against enforcement of the Corporate Transparency Act (CTA) (31 U.S.C. § 5336) and the Beneficial Ownership...more
On December 26, 2024, in response to an emergency motion for rehearing filed by plaintiffs, the US Court of Appeals for the Fifth Circuit reinstated the nationwide preliminary injunction against enforcement of the Corporate...more
12/30/2024
/ Beneficial Owner ,
Business Entities ,
Business Ownership ,
Compliance ,
Corporate Transparency Act ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Regulatory Requirements ,
Reporting Requirements ,
Stays
On December 23, 2024, in response to an emergency motion by the US Department of Justice, the US Court of Appeals for the Fifth Circuit stayed the nationwide preliminary injunction against enforcement of the Corporate...more
12/27/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Business Ownership ,
Corporate Transparency Act ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Smaller Reporting Companies ,
Stays ,
Time Extensions
In holding that certain provisions within the stockholder agreement of a Delaware corporation are invalid under the Delaware General Corporation Law (DGCL), the Delaware Court of Chancery has created a framework for...more
The Corporate Transparency Act (CTA) introduces beneficial ownership reporting requirements effective January 1, 2024, for new and existing companies. The CTA reporting obligations also impact due diligence for mergers and...more
The Corporate Transparency Act (CTA) introduces beneficial ownership reporting requirements effective January 1, 2024, for new and existing companies. Below is an overview of the new reporting obligations imposed by the CTA....more
12/19/2023
/ Beneficial Owner ,
Corporate Transparency Act ,
Financial Institutions ,
FinCEN ,
Jurisdiction ,
Law Enforcement ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
National Security ,
Ownership Interest ,
Penalties ,
Reporting Requirements ,
Smaller Reporting Companies
A recent opinion from the Delaware Court of Chancery reaffirmed a Delaware corporation’s ability to create a class of stock with voting power that is based on a formula in the certificate of incorporation (Charter) or on...more
Beginning January 1, 2024, the US Corporate Transparency Act (CTA) will require “reporting companies” to submit a report to the Financial Crimes Enforcement Network (FinCEN) containing personal information about the reporting...more
In a case filed simply to determine whether a plaintiff was entitled to attorneys’ fees and expenses for conferring a benefit on a corporation, the Delaware Court of Chancery held that the planned stockholder vote by the...more
Highlighted below are several recent opinions from the Delaware Court of Chancery relating to special purpose acquisition companies (SPACs) that provide helpful guidance to sponsors, investors and practitioners. These cases...more
3/8/2022
/ Business Litigation ,
Corporate Counsel ,
Delaware ,
Fiduciary ,
Fiduciary Duty ,
Investment Adviser ,
Investors ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
State and Local Government
Certain amendments to the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA), the Delaware Revised Uniform Partnership Act (DRUPA) and the Delaware General...more
The following case (link) should serve as a cautionary tale for directors of Delaware corporations when taking actions that may disenfranchise stockholders, especially in the election of directors.
The Delaware Supreme...more
In a recent post-trial opinion, Vice Chancellor Laster of the Delaware Court of Chancery issued an important decision regarding stockholder books and records demands under Section 220(b) of the Delaware General Corporation...more
1/29/2020
/ Board of Directors ,
Books & Records ,
Caremark claim ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Delaware General Corporation Law ,
Derivative Suit ,
Duty of Loyalty ,
Evidence ,
Fiduciary Duty ,
Section 220 Request ,
Shareholder Litigation ,
Shareholder Rights ,
Shareholders