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Monica Youssef is special counsel and Director of Transactional Training in the Corporate Practice Group in the firm's Orange County 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

Beginning on January 1, 2024, the Corporate Transparency Act (the “CTA”) requires each domestic and foreign entity that qualifies as a “reporting company” to file a Beneficial Ownership Information Report (“BOIR”) with the Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), which discloses information about the reporting company, the reporting company’s beneficial owners, and the individuals who prepared and filed the formation/registration documents of the reporting company with the Secretary of State (if formed/registered on or after January 1, 2024).Continue Reading The Corporate Transparency Act: Which Business Entities are Impacted and What is Required

On July 1, 2016, the Securities and Exchange Commission (the “SEC”) approved, on an accelerated basis, proposed amendments to the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) to require Nasdaq-listed companies to disclose annually any “compensation” or “other payment” provided by third parties to directors or director-nominees in connection with their candidacy or service on the company’s board of directors. These arrangements are referred to as “golden leash” arrangements and commonly occur when an activist stockholder compensates its nominee for service on the company’s board of directors based on achieving certain criteria that are important to the activist stockholder. The new rule, Nasdaq Rule 5250(b)(3) (the “Rule”), became effective July 31, 2016.
Continue Reading SEC Approves Nasdaq’s Proposed Rule on Third Party Payments to Directors and Director-Nominees – The “Golden Leash” Disclosure