The U.S. Treasury Department's Financial Crimes Enforcement Network’s (FinCEN) objective for requiring companies to report under the Corporate Transparency Act (CTA) is to create a database of owners of business entities in the U.S. and abroad to combat financial impropriety by organizations. Failure to comply with the CTA reporting requirements will result in serious criminal and civil penalties. For many companies, this reporting will require a daunting compliance undertaking, along with an uneasy feeling that too much information may be disclosed. Take a deep dive into the common and not-so-common compliance and reporting obligations under the Corporate Transparency Act. This program goes beyond the basics to address some of the most complex and intriguing questions that can arise during the filing process, as well as the latest developments you need to know.

Heading into an M&A deal, the buyer, seller, and their legal counsel know that a comprehensive strategic approach to due diligence is essential when structuring the acquisition, so that red flags can be identified, and risks can be neutralized, all within the time constraints of the deal. As counsel, it is essential that you are involved in the early stages of this process to fully understand context of the deal, as well as sophisticated risk-sharing that is customary to M&A transactions.

Indemnification, limitation of liability, and representations and warranties provisions are the foremost clauses parties entering into a commercial agreement use to limit exposure to risk. The clarity of these clauses contained in the contract, along with the interplay between each, become critical should disputes between the contracting parties arise and the disagreement be taken to court. As counsel, it is essential you know how to negotiate, draft, and revise these clauses to avoid boilerplate or ambiguous language that can lead to costly litigation.

Although a partnership and an S corporation share many of the same characteristics, there are also distinct differences between these entities that will affect each shareholder’s tax burden, protection of personal assets, and control over policies. As counsel, you need to be well versed in the treatment of taxes and insulation of liability under each of these business structures to help your clients decide which best suits their ownership, management, and operational goals.

As Web 3.0 continues to rapidly evolve, so does its increased ability to present businesses with the opportunity to use smart contracts to conduct transparent, traceable, and irreversible transactions without the need of intermediaries. Energy, finance, insurance, health care, and supply chain management are only some of the industries incorporating blockchain-based smart contracts into their everyday transactions as hassle-free alternatives to traditional contracts. But does the technology live up to the hype? What are the latest legal implications?

Although the sale of assets is one of the most common forms of commercial transactions, it is one of the most complex. The successful sale of assets often hinges on the negotiation and drafting of a comprehensive asset purchase agreement that meets legal requirements and minimizes the likelihood of post-closing disputes and potential litigation. It is also important to understand the role of due diligence and leverage in drafting and negotiating the asset purchase agreement.

For a business to get their services or products recognized and purchased today, traditional advertising methods and channels – such as commercials or print materials – are no longer as effective. With shopping, news consumption, social connections, and television and movie viewing increasingly happening online, marketing has had to move to the internet as well in order to get in front of the consumer. The forced isolation brought on by the pandemic only added more fuel to the fire. This disruption has led to a significant shift away from celebrity endorsements and more towards the use of more “word of mouth” – through social media influencers and other content creators – to market products and services through reviews and recommendations. Using these methods, however, come with their own set of legal concerns and risks that could be easily overlooked – for both the influencers, as well as the companies that engage them. If you represent one of the parties in these arrangements, or have a client who either wants to be a paid influencer or wants to hire an influencer to help their business, this informative webcast is not to be missed.

Owners of partnership interests frequently seek to sell or withdraw from a partnership through a cross-purchase with other owners or via cash redemption. Their economic considerations consist of cash, perhaps an installment obligation plus deemed relief of partnership debt. The client’s perception of the “net-after-tax” consideration received in selling a partnership interest after negotiating a term sheet or letter of intent may prove to be inflated and, in some instances, inflated substantially with hidden tax burdens. These “hidden” incremental tax costs to the partner selling part or all of a partnership interest may be sourced to "tax traps” within the partnership provisions pertaining to allocation of debt, cash and non-cash distributions and gain/loss characterization rules.

Bankruptcy filings have been steadily rising since July 2022 and analysts forecast the same for 2024. In these challenging and uncertain economic times small to mid-size businesses seek resources - including bankruptcy - for quick and economical debt management options. But traditional chapter 11 bankruptcy may be out of reach for some struggling businesses.
As counsel to small and mid-sized businesses you should be positioned to advise them on Subchapter V bankruptcy, a faster and cost-effective reorganization option for indebted businesses. This newer bankruptcy option is the focus of this upcoming live ALI CLE video webcast. Register today and learn how to prepare clients for subchapter V reorganization, trending judicial eligibility requirements for this new bankruptcy option, and more!

Starting on January 1, 2024, domestic and foreign reporting companies must file reports with the U.S. Treasury Department's Financial Crimes Enforcement Network (FinCEN) identifying all beneficial owners and company applicants as part of the Corporate Transparency Act (CTA). The object of the CTA is to create a database of owners of business entities in the U.S. and aboard to combat financial impropriety by organizations. Failure to comply with the new CTA reporting requirements will result in serious criminal and civil penalties.
Time is quickly running out for companies that have put off this daunting compliance undertaking. As a result, a host of domestic and foreign companies, particularly entities with complex ownership structures, will need to scramble to document what exactly constitutes a “beneficial owner” according to the guidelines and the entities to which this application applies. There are some exemptions aimed at excluding companies that are already subject to substantial state or federal regulation or are considered “large operating companies,” but companies cannot count on qualifying for one of these unclearly defined exceptions.