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Corporate Transparency Act Declared Unconstitutional: How Does This Impact Your Company?

On Mar. 1, 2024, a federal district judge in Alabama ruled that the CTA is unconstitutional, holding that it exceeds the powers granted to Congress by the U.S. Constitution. The ruling permanently enjoins FinCEN from...more

Preparing for the 2024 Proxy and Annual Reporting Season: Key Issues and Considerations

For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more

The SEC Catches Schedule 13D and 13G Filings Up to Speed with Accelerated Deadlines

On Oct. 10, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules amending Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. The amendments aim to provide investors...more

New York State Is on the Brink of Creating the Nation’s First Public Database of LLC Owners, Aimed at Curbing Crime by Lifting the...

Over a year after it was introduced to the New York State Legislature, the NYTA was passed by both the New York State Assembly and the New York State Senate in late June; however, as of the date of this article, the bill...more

Corporate Transparency Act: An Overview

What is the Corporate Transparency Act? The CTA will require all “reporting companies” to disclose certain information on their beneficial owners to FinCEN....more

Preparing for the 2023 Proxy and Annual Reporting Season: Key Issues and Considerations

Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more

SEC Adopts Electronic Filing Mandates for Form 144 and Other Items

Key Takeaways - ..The Securities and Exchange Commission (SEC) has adopted amendments to eliminate the paper filing option of several forms, including Form 144 and “glossy” annual reports, and to require such forms to be...more

SEC Approves Nasdaq Board Diversity Proposal

On Aug. 6, 2021, the U.S. Securities and Exchange Commission (SEC) approved The Nasdaq Stock Market LLC’s (Nasdaq) proposal, as amended, to implement diversity requirements for companies listed on the Nasdaq exchanges. In a...more

Corporate Transparency Act: How Will Its Reporting Requirements Impact New and Existing Businesses?

Key takeaways - The Corporate Transparency Act (CTA) will create a new, confidential database of beneficial owners of private companies for use by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network...more

SEC Provides Additional Guidance Regarding COVID-19 Disclosures

On June 23, 2020, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (CorpFin) issued CF Disclosure Guidance Topic No. 9A, which supplements its earlier COVID-19-related guidance to provide...more

SEC's Office of the Chief Accountant Issues a Statement on Continued Importance of Financial Reporting in COVID-19 Environment

On June 23, 2020, the U.S. Securities and Exchange Commission’s Office of the Chief Accountant (OCA) issued a statement on the continued importance of high-quality financial reporting in light of the significant impacts of...more

NYSE and Nasdaq Relaxed Listing Standards in Response to COVID-19

In response to the current market conditions caused by the ongoing spread of COVID-19, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) have each effected rule changes in the past week that temporarily...more

Securities and Governance Updates – January 2017

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more

SEC Adopts Pay Ratio Rules

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...more

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