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John Herbstritt is an associate in the Corporate Practice Group in the firm's Century City office.

On January 23, 2025, in McHenry v. Texas Top Cop Shop, Inc (formerly captioned Garland v. Texas Top Cop Shop, Inc.), No. 24A653, 2025 WL 272062 (U.S. Jan. 23, 2025), the United States Supreme Court issued an opinion once again staying the injunction from the United States District Court for the Eastern District of Texas of the Corporate Transparency Act (“CTA”). The injunction had previously halted enforcement of the CTA’s reporting requirement that all “reporting companies” disclose information about their beneficial owners to the U.S. Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”). For background information about the CTA and its reporting requirements, please refer to our previous blog post, dated November 5, 2024. For more information about the history of this litigation, please refer to our blog post, dated January 3, 2025.Continue Reading FinCEN Confirms that CTA Filings Remain Optional Despite Supreme Court Ruling

On December 26, 2024, in Texas Top Cop Shop, Inc. v. Garland, No. 24-40792, 2024 WL 5224138 (5th Cir. Dec. 26, 2024), a merits panel of the United States Court of Appeals for the Fifth Circuit issued an order vacating the Court’s own stay of the preliminary injunction enjoining enforcement of the Corporate Transparency Act (“CTA”), that was originally entered by the United States District Court for the Eastern District of Texas on December 3, 2024, No. 4:24-CV-478, 2024 WL 5049220 (E.D. Tex. Dec 5, 2024).Continue Reading Fifth Circuit Court of Appeals Vacates Its Own Stay Rendering the Corporate Transparency Act Unenforceable . . . Again

On December 3, 2024, a Federal District Court in the Eastern District of Texas in the case of Texas Top Cop Shop v. Garland placed a nationwide injunction on the Corporate Transparency Act (the “CTA”), a law regulating business entities that became effective on January 1, 2024. Pursuant to the ruling, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) released a statement confirming that reporting companies are not required to comply with the CTA while the preliminary injunction remains in effect.Continue Reading Texas Federal District Court Issues Preliminary Injunction on CTA Nationwide; Department of Justice Appeals

The January 1, 2025 deadline for any “reporting company” formed prior to January 1, 2024 to file a Beneficial Ownership Information Report (“BOIR”) with the Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) under the Corporate Transparency Act (the “CTA”) is quickly approaching. If you have not yet filed a BOIR or determined whether your company is required to do so under the CTA, this article will provide you with an overview of the most frequently asked questions regarding the CTA, its requirements, deadlines, penalties and most recent updates.Continue Reading The Corporate Transparency Act: What You Need to Know Ahead of the January 1, 2025 Deadline

In the dynamic and ever-evolving landscape of mergers and acquisitions (“M&A”) and related corporate transactions, Delaware courts continue to play a pivotal role in shaping legal precedents and guiding corporate practices. Delaware cases over the past year have been no exception, with several landmark decisions having significant implications for M&A strategy, governance, and dispute resolution. The summary and analysis of cases below touch upon critical aspects of corporate law as it relates to future M&A transactions. As we delve into these pivotal Delaware M&A cases, we aim to shed light on the key legal principles and takeaways that corporate attorneys, executives, and advisors must understand to navigate the complex terrain of M&A transactions effectively.Continue Reading Delaware M&A Case Law Roundup