As we noted in our most recent client alert, on February 27, 2025, the Financial Crimes Enforcement Network ("FinCEN") announced that it would halt all enforcement of the Corporate Transparency Act (the "CTA") and issue an...more
As we noted in our February 20, 2025, client alert, unless the Financial Crimes Enforcement Network ("FinCEN") or Congress decided to take action by March 21, 2025, the beneficial ownership information ("BOI") reporting...more
Since our December 31, 2024, client alert, there has been a flurry of activity involving all three branches of the federal government regarding the Corporate Transparency Act (“CTA”)....more
This Client Alert provides an overview of new developments and highlights key considerations for calendar year-end public companies preparing their Annual Reports on Form 10-K for 2024 and proxy statements for annual meetings...more
1/24/2025
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Securities Regulation
In yet another twist in the Texas Top Cop Shop litigation challenging the constitutionality of the Corporate Transparency Act ("CTA"), on December 26, 2024, the United States Fifth Circuit Court of Appeals (the "Fifth...more
On December 23, 2024, the Fifth Circuit Court of Appeals (the "Fifth Circuit") lifted the preliminary injunction previously issued by the United States District Court for the Eastern District of Texas (Texas Top Cop Shop,...more
12/27/2024
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Beneficial Owner ,
Business Entities ,
Compliance ,
Corporate Transparency Act ,
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FinCEN ,
Preliminary Injunctions ,
Reporting Requirements ,
Stays ,
Time Extensions
On December 3, 2024, in Texas Top Cop Shop, Inc. et al. v. Garland, the United States District Court for the Eastern District of Texas (the “Court”) issued a nationwide preliminary injunction against the government’s...more
As discussed in our prior two alerts (found here), effective as of Jan. 1, 2024, the Corporate Transparency Act and rules issued thereunder by the Financial Crimes Enforcement Network (“FinCEN”) (collectively, the “CTA”)...more
4/24/2024
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Reporting Requirements
As discussed in our prior alert, effective as of January 1, 2024, the Corporate Transparency Act and rules issued thereunder by the Financial Crimes Enforcement Network (“FinCEN”) (collectively, the “CTA”) require most U.S....more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
1/19/2024
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New Guidance ,
NYSE ,
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Required Forms ,
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Securities and Exchange Commission (SEC)
The Business Law Section of the North Carolina Bar Association was active this past year in proposing certain changes to the North Carolina Business Corporation Act. Below is a summary of the amendments that were adopted this...more
Congress passed the Corporate Transparency Act (the “CTA”) in 2020, which aims to prevent U.S. companies from engaging in certain illegal activities, including money laundering and tax fraud, by implementing federal...more
As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more
1/19/2023
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Delaware General Corporation Law ,
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Pay Ratio ,
Price Inflation ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Assessment ,
Russia ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Ukraine
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing the "pay-versus-performance" disclosure requirement called for under Section 953(a) of the Dodd-Frank Wall Street Reform...more
9/16/2022
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Final Rules ,
Pay Ratio ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR)
Please join us for a Public Companies Update.
During this webinar, we will equip you for the 2022 Form 10-K and proxy season through an interactive discussion of key updates to securities laws and regulations, corporate...more
The North Carolina General Assembly recently approved Senate Bill 507 (the “Act”), which makes a number of significant changes to the North Carolina Business Corporation Act (“NCBCA”), and the governor signed the Act into law...more
As discussed in our March 17, 2020 and April 3, 2020 client alerts, the COVID-19 pandemic significantly impacted the ability of North Carolina corporations to hold in-person meetings of shareholders. Because the North...more
The North Carolina General Assembly recently approved Senate Bill 507 (the "Act"), which makes a number of significant changes to the North Carolina Business Corporation Act ("NCBCA"), and the governor signed the Act into law...more
On November 17, 2020, the Securities and Exchange Commission (SEC) adopted rule amendments to permit immediately and post-pandemic the use of electronic signatures on documents filed with or furnished to the SEC. The...more
Continuing its ongoing effort to modernize and simplify disclosure obligations applicable to public companies, the Securities and Exchange Commission (SEC) recently adopted amendments to certain requirements set forth in...more
On June 23, 2020 the Delaware General Assembly adopted a number of important amendments to the Delaware General Corporation Law (DGCL) that were signed into law by the Governor on July 16, 2020. In particular, these...more
Throughout the coronavirus (COVID-19) pandemic, the Securities and Exchange Commission (SEC) has continued to provide both substantive guidance and logistical relief to public companies as they navigate these unprecedented...more
In an attempt to improve the financial information presented to investors in connection with many M&A transactions, the United States Securities and Exchange Commission (the “SEC”) recently adopted highly anticipated...more
The Bureau of Economic Analysis (BEA) conducts various surveys of U.S. multinational companies and U.S. affiliates of foreign enterprises to generate statistical information regarding the global business activities of U.S....more
Reacting to the current market uncertainty and volatility caused by the coronavirus (COVID-19) pandemic, the New York Stock Exchange (NYSE) and the Nasdaq Stock Market, LLC (Nasdaq) have implemented several temporary rule...more