The US Supreme Court has stayed the injunction against the Corporate Transparency Act (CTA), but the requirement for companies to file beneficial ownership information remains suspended, creating ongoing uncertainty about compliance timelines. This Legal Update summarizes status and notes potential developments that could impact companies’ reporting obligations. Continue reading.
2025 SEC Filing Deadlines and Financial Statement Staleness Dates
This Legal Update summarizes the US Securities and Exchange Commission’s 2025 calendar year filing deadlines and financial statement staleness dates.
Continue reading this Legal Update.
On Again, Off Again: Fifth Circuit Again Suspends Corporate Transparency Act Filing Requirements
On December 26, 2024, a panel of the US Court of Appeals for the Fifth Circuit vacated an order issued by a different panel just days before that had stayed the nationwide preliminary injunction suspending enforcement of the Corporate Transparency Act (CTA) and its implementing regulations. The Fifth Circuit’s action has the effect of restoring
Fifth Circuit Reinstates Corporate Transparency Act Filing Requirements; FinCEN Provides Short Extension to Year-End Compliance Deadlines
On December 23, 2024, the US Court of Appeals for the Fifth Circuit granted an emergency motion by the federal government to stay the nationwide preliminary injunction that had suspended enforcement of the Corporate Transparency Act (CTA) and stayed its compliance deadlines, including the January 1, 2025, compliance deadline for reporting companies formed prior to
In Brief: FinCEN Confirms Suspension of Corporate Transparency Act Filing Obligations During Nationwide Injunction
This past Saturday, the US Financial Crimes Enforcement Network (FinCEN) confirmed that reporting companies—i.e., companies that would be required to report their beneficial ownership information to FinCEN under the Corporate Transparency Act (CTA) and its implementing regulations—are not required to file beneficial ownership reports for as long as the current, nationwide injunction of the CTA
Federal Court Suspends Enforcement of Corporate Transparency Act Nationwide
On December 3, 2024, the US District Court for the Eastern District of Texas entered a preliminary injunction suspending enforcement of the Corporate Transparency Act (CTA) and its implementing regulations nationwide, concluding that the CTA is likely unconstitutional as it is outside Congress’s power. Although not the first court to reach such a conclusion, the
SEC’s EDGAR: The Next Chapter
On September 27, 2024, the Securities and Exchange Commission (“SEC”) adopted final amendments to Rules 10 and 11 of Regulation S-T (17 CFR 232.10 and 232.11) and Form ID to improve access to, and management of, accounts on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Known as “EDGAR Next,” these enhancements are designed
Tailor-Made: Updates on the SEC’s Review of Cybersecurity Disclosure
At Northwestern Law’s 44th Annual Ray Garrett Jr. Corporate & Securities Law Institute, Erik Gerding, Director of the SEC’s Division of Corporation Finance, discussed the Securities and Exchange Commission’s final rules relating to cybersecurity risk management, strategy, governance, and incident disclosure (the “Final Rules”). The Final Rules require public companies to timely report material cybersecurity
Final FTC Rule Enacts Fundamental Changes to HSR; Will Complicate Merger Filings
On October 10, 2024, the Federal Trade Commission (FTC) published its Final Rule enacting changes to the Hart-Scott-Rodino Act (HSR Act) premerger notification rules. The Final Rule will usher in the most significant changes to HSR reporting requirements in the program’s 45-year history.
The HSR Act requires parties to a merger or acquisition that meets
The Sounding Board: How In-House Counsel Prepares Directors for Board Meetings
How does in-house counsel help in preparing directors for board meetings? In our latest MB Sounding Board MicroTalk, Christine McDevitt, Director & Deputy General Counsel, SEC Reporting & Disclosure, at Ferguson and Julia Tallarico Spinelli, Former Assistant General Counsel, SEC Reporting & Disclosure, at Ferguson (and now current Senior Corporate Counsel at Diebold Nixdorf) discuss