Corporate Governance 2021 Year in Review (and a First Look at 2022)

Kramer Levin Naftalis & Frankel LLP

2021 was a busy year for corporate governance matters, with new legislation passed early in the year and new enforcement priorities emerging under the Biden administration. Kramer Levin lawyers published numerous articles throughout the past year on important developments in corporate governance, which highlight issues to be mindful of as we begin 2022, including:

What’s Happening Next

Under the Anti-Money Laundering Act (AMLA) passed in January 2021, the Treasury must provide a report to Congress on its formal review of the requirements for currency transaction reports (CTR) and suspicious activity reports (SAR). The report is due at the start of 2022 and should be available shortly.

An important provision of the Corporate Transparency Act (CTA), which passed along with the AMLA in January 2021, is scheduled to become effective in January 2022. Starting in 2022, all companies formed in the United States must identify every beneficial owner (defined as any individual who owns 25% or more of the company) to FinCEN and must update this information for FinCEN annually. FinCEN solicited public comment on the reporting guidelines in April[1] and issued a proposed rule last month.[2] A final rule will likely be promulgated early in 2022.

[1] Press Release, Financial Crimes Enforcement Network, FinCEN Launches Regulatory Process for New Beneficial Ownership Reporting Requirement (Apr. 1, 2021), https://www.fincen.gov/news/news-releases/fincen-launches-regulatory-process-new-beneficial-ownership-reporting.

[2] Beneficial Ownership Information Reporting Requirements, 86 FR 69920 (proposed Dec. 8, 2021) (to be codified at 31 CFR 1010), https://www.federalregister.gov/documents/2021/12/08/2021-26548/beneficial-ownership-information-reporting-requirements; Kramer Levin Naftalis & Frankel, LLP, FinCEN Releases Proposed Rule For Beneficial Ownership Reporting Requirements To Counter Illicit Finance (Dec. 15, 2021), https://www.kramerlevin.com/en/perspectives-search/fincen-releases-proposed-rule-for-beneficial-ownership-reporting-requirements-to-counter-illicit-finance-1.html

[View source.]

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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