Recent Publications - Corporate


FinCEN Engages in Outreach as CTA Deadline Looms
November 19, 2024 | Compliance, Investigations & White Collar | Corporate

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.

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The Locked Box Mechanism in Private M&A Transactions: A Streamlined Approach
October 28, 2024 | Corporate

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

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Conflicting Orders Create Uncertainty for FTC Noncompete Ban
July 30, 2024 | Compliance, Investigations & White Collar | Corporate | Labor & Employment

On April 23, 2024, the Federal Trade Commission finalized its rule enforcing a noncompete ban for a vast majority of workers. The noncompete ban is set to take effect on September 4, 2024. With limited exceptions, the rule invalidates existing noncompete clauses and bans new noncompete clauses.

On the same day, Ryan, LLC filed suit

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BEWARE: Redemption Agreement Funded with Corporate-Owned Life Insurance
June 25, 2024 | Trusts & Estates | Corporate | Tax

On June 6, 2024, in the case of Connelly v. United States, the United States Supreme Court determined that corporate-owned life insurance proceeds used to redeem a decedent’s shares in the corporation must be included when valuing those shares for federal estate tax purposes.

A decedent’s taxable estate includes the fair market value of shares

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Not-for-Profits and the CTA
January 29, 2024 | Corporate

Recently, there has been extensive reporting about the federal Corporate Transparency Act, or the “CTA,” the stated objective of which is to enhance transparency in entity structure and ownership in order to combat money laundering, tax fraud, and misconduct through business structures. The CTA, which became effective as of January 1, 2024, requires certain

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FinCEN Issues Update to Corporate Transparency Act
December 28, 2023 | Corporate

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

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Cannabis License Application Deadline Approaching
November 22, 2023 | Cannabis

If you are applying for a cultivation, processor, distributor, dispensary, or microbusiness license, applications are open and you must submit your application on or before 5 pm, December 18, 2023.

To submit an application, the applicant must have control of an eligible property (i.e., with a deed or lease at the time of applying). Applications

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In NYC, Cannabis Business Expenses Now Deductible
November 21, 2023 | Cannabis

New York Governor Kathy Hochul signed a bill on Friday, November 20, 2023, that allows New York City cannabis businesses to deduct business expenses paid or incurred in carrying on such business for purposes of determining their City income tax liabilities. The measure expands on legislation the governor signed in 2022 that allowed state-level cannabis

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NY Cannabis Licensing and Notice Deadline Extended
October 27, 2023 | Corporate | Cannabis

New York’s Office of Cannabis Management (OCM) announced that prospective applicants have an additional 14 days to submit their applications, extending the deadline for retail applicants with control of an eligible property to November 17, 2023, and all other applicants to December 18, 2023. The announcement clarified that the deadline for the Notice to Municipality

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The Corporate Transparency Act: Will it Impact You?
October 4, 2023 | Corporate

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

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