On March 21, FinCEN announced an IFR that removes U.S. companies and U.S. citizens from the scope of the reporting requirements under the CTA....more
The CTA is not dead, but it is hanging by a thread.
On March 2, the U.S. Treasury Department (the Treasury) issued a press release announcing significant updates to the plans announced by FinCEN just a few days earlier....more
Continuing on its roller coaster of the past few months, CTA compliance is effectively back on hold after FinCEN announced that it plans to further extend the existing reporting deadlines. Below, we address some of the key...more
On Feb. 17, the Texas federal district court in Smith v. U.S. Department of the Treasury granted the government’s motion for an immediate stay pending appeal of the nationwide order staying the effective date of the final...more
2/20/2025
/ Anti-Money Laundering ,
Appeals ,
Beneficial Owner ,
Corporate Transparency Act ,
Enforcement Actions ,
Filing Deadlines ,
Final Rules ,
FinCEN ,
Regulatory Requirements ,
Reporting Requirements ,
Stays ,
Time Extensions ,
U.S. Treasury
On Feb. 5, the U.S. government filed (i) a notice of appeal of the order issued Jan. 7 by a U.S. District Court in Texas in Smith v. U.S. Department of Treasury, No. 6:24-cv-336-JDK (E.D. Tex. Jan. 7, 2025), which had issued...more
On Jan. 23, the Supreme Court granted the U.S. government’s application to immediately stay the nationwide CTA injunction issued last month by a federal district court in the Eastern District of Texas. See Texas Top Cop Shop,...more
For the 2025 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and updates in...more
In yet another twist, the CTA is again currently enjoined (for now). On Dec. 26, in a highly unusual chain of events, the merits panel of the Fifth Circuit Court of Appeals vacated the emergency stay granted by the motions...more
12/30/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Compliance ,
Corporate Counsel ,
Corporate Transparency Act ,
Department of Justice (DOJ) ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Regulatory Requirements ,
Reporting Requirements ,
Stays ,
Time Extensions
On Dec. 23, 2024, the Fifth Circuit Court of Appeals granted the government’s motion for an immediate stay pending appeal of the preliminary injunction issued on Dec. 3, 2024, by a federal district court in Texas....more
On Dec. 11, 2024, the U.S. government filed a motion requesting an immediate stay of the preliminary nationwide injunction issued last week by a federal district court in Texas that temporarily halted the implementation of...more
12/16/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Constitutional Challenges ,
Corporate Governance ,
Corporate Transparency Act ,
Department of Justice (DOJ) ,
FinCEN ,
Popular ,
Preliminary Injunctions ,
Regulatory Requirements ,
Reporting Requirements ,
Stays
On Dec. 3, 2024, a Texas federal district court in Texas Top Cop Shop, Inc., et al. v. Garland, et al. (E.D. Tex., No. 4:24-cv-00478, 12/3/24) granted the plaintiffs’ motion to preliminarily enjoin the U.S. government from...more
On Mar. 1, 2024, a federal district judge in Alabama ruled that the CTA is unconstitutional, holding that it exceeds the powers granted to Congress by the U.S. Constitution. The ruling permanently enjoins FinCEN from...more
3/5/2024
/ Beneficial Owner ,
Commerce Clause ,
Constitutional Challenges ,
Corporate Transparency Act ,
Fifth Amendment ,
FinCEN ,
First Amendment ,
Foreign Policy ,
Fourth Amendment ,
National Security ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Taxing Power
For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more
12/6/2023
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On Oct. 10, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules amending Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. The amendments aim to provide investors...more
Over a year after it was introduced to the New York State Legislature, the NYTA was passed by both the New York State Assembly and the New York State Senate in late June; however, as of the date of this article, the bill...more
What is the Corporate Transparency Act?
The CTA will require all “reporting companies” to disclose certain information on their beneficial owners to FinCEN....more
Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more
12/15/2022
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Requirements ,
Human Capital ,
MD&A Statements ,
Proposed Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Key Takeaways -
..The Securities and Exchange Commission (SEC) has adopted amendments to eliminate the paper filing option of several forms, including Form 144 and “glossy” annual reports, and to require such forms to be...more
On Aug. 6, 2021, the U.S. Securities and Exchange Commission (SEC) approved The Nasdaq Stock Market LLC’s (Nasdaq) proposal, as amended, to implement diversity requirements for companies listed on the Nasdaq exchanges. In a...more
Key takeaways - The Corporate Transparency Act (CTA) will create a new, confidential database of beneficial owners of private companies for use by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network...more
On June 23, 2020, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (CorpFin) issued CF Disclosure Guidance Topic No. 9A, which supplements its earlier COVID-19-related guidance to provide...more
On June 23, 2020, the U.S. Securities and Exchange Commission’s Office of the Chief Accountant (OCA) issued a statement on the continued importance of high-quality financial reporting in light of the significant impacts of...more
In response to the current market conditions caused by the ongoing spread of COVID-19, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) have each effected rule changes in the past week that temporarily...more
As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more
1/27/2017
/ Clawbacks ,
Conflict Mineral Rules ,
Corporate Governance ,
Directors ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
No-Action Relief ,
Pay Ratio ,
Proxy Access ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulation S-K ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Universal Proxy Cards
On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...more
8/21/2015
/ CEOs ,
Compliance ,
Corporate Governance ,
Data Privacy ,
De Minimus Quantity Exemption ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Foreign Private Issuers ,
Foreign Workers ,
Form 10-K ,
Full-Time Employees ,
Median Employee ,
Part-Time Employees ,
Pay Ratio ,
Regulation S-K ,
Say-on-Pay ,
Seasonal Workers ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Temporary Employees