Corporate


Corporate Transparency Act Obligations for U.S. Companies Are No More
March 27, 2025 | Stella Lellos | Lindsay M. Brocki | Corporate

After many years of ups and downs, legal challenges, injunctions and deadline changes, the reporting obligations under the Corporate Transparency Act (CTA) have disappeared…for most.

On Friday, March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule eliminating the requirement that U.S. companies and persons report beneficial ownership information (BOI) under the

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H-1B Registration Opens in 2 Weeks
February 21, 2025 | Corporate | Labor & Employment | Immigration

Each year, the United States Citizenship & Immigration Services (USCIS) conducts an H-1B registration selection process for foreign nationals who have not previously held H-1B status. The H-1B cap registration period for fiscal year 2026 will open at noon eastern time on March 7, 2025, and will run through noon eastern time on March 24,

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CTA: Clear Deadline, Unclear Future
February 20, 2025 | Stella Lellos | Lindsay M. Brocki | Corporate

The Financial Crimes Enforcement Network (FinCEN) has announced that beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect and the new deadline for most businesses to report is March 21, 2025.

While businesses should be prepared to comply with this new deadline, FinCEN has noted that

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SCOTUS Hands Down CTA Decision — FinCEN Says Reporting Requirements Remain on Pause
January 24, 2025 | Stella Lellos | Lindsay M. Brocki | Corporate

The Financial Crimes Enforcement Network (“FinCEN”) announced on Friday, January 24, 2025, that reporting companies are not currently required to file beneficial ownership information (“BOI”) under the Corporate Transparency Act (“CTA”). Despite the recent decision by the Supreme Court of the United States (“SCOTUS”) to overturn the nationwide injunction of the CTA in connection with

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CTA Reporting Paused- Again!
December 27, 2024 | Stella Lellos | Lindsay M. Brocki | Corporate

The Corporate Transparency Act (the “CTA”) has faced yet another major pivot as of Thursday, December 26, 2024: the nationwide injunction of the CTA is in effect once again. This means that the CTA and its Reporting Rule are currently not enforceable and Reporting Companies do not have a duty to file beneficial owner reports.

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Corporate Transparency Act Injunction Lifted, Deadline to File Extended
December 26, 2024 | Corporate

On Monday, December 23, 2024, the U.S. Fifth Circuit Court of Appeals (the “Fifth Circuit”) lifted a Texas district court’s order enjoining the Financial Crimes Enforcement Network’s (“FinCEN’s“) enforcement of the Corporate Transparency Act (the “CTA”). Following the Fifth Circuit’s decision, the CTA is once again enforceable, effective immediately, and all non-exempt reporting companies must

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CTA Update: U.S. Government Appeals Injunction & FinCEN Issues Guidance
December 10, 2024 | Stella Lellos | Lindsay M. Brocki | Corporate

Amid the ongoing legal battle over the Corporate Transparency Act (the “CTA”), updates continue to roll in. On December 5, 2024, the U.S. government filed a notice of appeal to the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) from the decision of the U.S. District Court for the Eastern District of Texas

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Upset in the 11th Hour: Corporate Transparency Act Halted, for Now
December 5, 2024 | Stella Lellos | Lindsay M. Brocki | Corporate

The Law

The Corporate Transparency Act (“the CTA”), a law enacted by Congress requiring certain business entities to disclose beneficial ownership information (a “BOI Report”) to FinCEN, went into effect on January 1, 2024, and obligates reporting companies formed before January 1, 2024, to file BOI Reports on or before January 1, 2025.

The Challenge

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FinCEN Engages in Outreach as CTA Deadline Looms
November 19, 2024 | Stella Lellos | Lindsay M. Brocki | Compliance, Investigations & White Collar | Corporate

WHAT:          A filing with FinCEN disclosing information about certain entities and owners.

WHO:             Nonexempt entities formed or registered to do business by filing a document with the state and the beneficial owners of such entities.

WHEN:          Companies formed prior to January 1, 2024, must file by January 1, 2025.

WHERE:        FinCEN’s Beneficial Owner e-filing system here.

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The Locked Box Mechanism in Private M&A Transactions: A Streamlined Approach
October 28, 2024 | Stella Lellos | Lindsay M. Brocki | Corporate

Introduction
In private mergers and acquisitions (M&A) deals, purchase price adjustments play a crucial role in the determination of the final transaction value. These adjustments often hinge on net working capital calculations, which can introduce complexities and prolonged negotiations that detract from a smooth closing process. In response to these challenges, the locked box

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