After many years of ups and downs, legal challenges, injunctions and deadline changes, the reporting obligations under the Corporate Transparency Act (CTA) have disappeared…for most.

On Friday, March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule eliminating the requirement that U.S. companies and persons report beneficial ownership information (BOI) under the

The Financial Crimes Enforcement Network (FinCEN) has announced that beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect and the new deadline for most businesses to report is March 21, 2025.

While businesses should be prepared to comply with this new deadline, FinCEN has noted that

The Financial Crimes Enforcement Network (“FinCEN”) announced on Friday, January 24, 2025, that reporting companies are not currently required to file beneficial ownership information (“BOI”) under the Corporate Transparency Act (“CTA”). Despite the recent decision by the Supreme Court of the United States (“SCOTUS”) to overturn the nationwide injunction of the CTA in connection with

The Corporate Transparency Act (the “CTA”) has faced yet another major pivot as of Thursday, December 26, 2024: the nationwide injunction of the CTA is in effect once again. This means that the CTA and its Reporting Rule are currently not enforceable and Reporting Companies do not have a duty to file beneficial owner reports.

On Monday, December 23, 2024, the U.S. Fifth Circuit Court of Appeals (the “Fifth Circuit”) lifted a Texas district court’s order enjoining the Financial Crimes Enforcement Network’s (“FinCEN’s“) enforcement of the Corporate Transparency Act (the “CTA”). Following the Fifth Circuit’s decision, the CTA is once again enforceable, effective immediately, and all non-exempt reporting companies must

Amid the ongoing legal battle over the Corporate Transparency Act (the “CTA”), updates continue to roll in. On December 5, 2024, the U.S. government filed a notice of appeal to the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) from the decision of the U.S. District Court for the Eastern District of Texas

The Law

The Corporate Transparency Act (“the CTA”), a law enacted by Congress requiring certain business entities to disclose beneficial ownership information (a “BOI Report”) to FinCEN, went into effect on January 1, 2024, and obligates reporting companies formed before January 1, 2024, to file BOI Reports on or before January 1, 2025.

The Challenge

WHAT:          A filing with FinCEN disclosing information about certain entities and owners.

WHO:             Nonexempt entities formed or registered to do business by filing a document with the state and the beneficial owners of such entities.

WHEN:          Companies formed prior to January 1, 2024, must file by January 1, 2025.

WHERE:        FinCEN’s Beneficial Owner e-filing system here.

Introduction
In private mergers and acquisitions (M&A) deals, purchase price adjustments play a crucial role in the determination of the final transaction value. These adjustments often hinge on net working capital calculations, which can introduce complexities and prolonged negotiations that detract from a smooth closing process. In response to these challenges, the locked box

On November 29, 2023, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued an update to the Corporate Transparency Act (CTA), extending the deadline for reporting companies to disclose beneficial ownership information. Once the CTA goes into effect on January 1, 2024, reporting companies created in 2024 will now have 90 days

Please see here for a more recent article reflecting the November 2023 updates to the Corporate Transparency Act.

The Corporate Transparency Act (CTA) will affect most small, privately held businesses starting January 1, 2024. Does the CTA apply to you?

What is the CTA?
The CTA, a law enacted by Congress, will require certain

The beginning of March marked the collapse of crypto-focused Silvergate Bank. That same month, the bank shut down its Silvergate Exchange Network, which allowed clients with holdings in digital currency to move U.S. dollars from their own account to the bank accounts of other Silvergate customers.

Cryptocurrency, nonfungible tokens and other digital assets and emerging

More and more states across the country are legalizing the sale of marijuana products for medical and/or recreational purposes, but marijuana remains effectively prohibited under federal law as a Schedule I controlled substance within the meaning of the federal Controlled Substances Act of 1970.

There is, however, one important and practical exception to that prohibition:

The cannabis industry is growing in leaps and bounds, but entrepreneurs interested in developing cannabis companies – as well as business people interested in investing in them – must make certain that they know what they are getting themselves into. That is where “due diligence,” including understanding how the bankruptcy law applies to

In mergers and acquisitions, corporate finance and lending, a period of time often passes between signing the applicable transaction agreement and closing the transaction. During the period when the parties prepare for closing, they are subject to any number of risks that could delay or even prevent the transaction from happening.

With the outbreak of

Part of the commitment to entering into a contract includes an agreement between parties to perform contractual obligations on a timely basis, with limited exceptions. Contracts frequently include a provision titled “force majeure,” which translates literally from French to mean “superior force.”

Force majeure provisions, generally part of the boilerplate section of a contract and

Business owners are driven, focused, goal-oriented people, who have achieved success by keeping their eyes on the ball at all times. Running a successful business, however, goes beyond running a business day to day. It means having the ability to grow in strong markets, reacting to industry downturn, and most importantly, planning for unforeseen events,

Stella Lellos published an article in VC-List entitled, “Startup Term Sheets: Suggestions for Successful Negotiation.” The article highlights the importance of a term sheet, describes some of its important terms and discusses the perspective of the venture capitalist who will lend money to an early-stage company.

Click here to read the article.

Stella Lellos co-wrote an article for USLAW Magazine entitled, “Small Business-Big Options: A Cross-Border Perspective on Establishing a High-Growth Business.”

Click here to read the article.