The Corporate Transparency Act (“CTA”), a significant legislative effort aimed at curbing financial crimes by increasing corporate accountability, has been declared unconstitutional by the U.S. District Court for the Northern District of Alabama.[1] On March 1, 2024, Judge Liles Burke permanently enjoined the government from enforcing the CTA, ruling in favor of the National Small…
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On February 13, 2024, FinCEN issued a Notice of Proposed Rulemaking (NPRM) to deter criminals and foreign adversaries who seek to potentially compromise the U.S. financial system and assets through investment advisors. If passed, the new rule would make investment advisors subject to the Bank Secrecy Act (BSA) by expanding the definition of “financial institution”…
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On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for SPACs and so-called “de-SPAC” transactions involving target companies who enter into a business combination with SPACs. In summary, the new rules appear…
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There is increasing chatter in the startup and investor space surrounding venture debt. It is not at all surprising that as the availability of ready capital has contracted considerably over the past two years, debt and debt-like items have come to the front of mind. It is tempting to think that it is only venture-backed…
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The Securities and Exchange Commission (SEC) recently settled charges against J.P. Morgan Securities LLC (JPMS) for impeding hundreds of advisory clients and brokerage customers from reporting potential securities law violations to the SEC.[1] JPMS agreed to pay $18 million in civil penalties to the SEC to settle the charges. According to the SEC, from March…
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In Soroban Capital Partners, LP v. Commissioner,[1] the U.S. Tax Court determined that the exception to net earnings from self-employment in Section 1402(a)(13) of the Internal Revenue Code of 1986, as amended (the “Code”)[2] does not automatically apply to all limited partners in a state law limited partnership. The court concluded instead that it must…
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So, you’re a real estate investor accustomed to tax mitigation strategies and you are starting to think about your next big project. With that comes so many streams of thought — location, timing, interest rates, partnerships, and, possibly, the most crucial thing, tax incentives. In recent years, bonus depreciation in connection with real estate transactions…
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A recent federal jury verdict in Missouri has gotten the attention of real estate industry professionals around the country. The jury in Sitzer v. National Association of Realtors et. al (Case No. 4:19-cv-00332-SRB) ordered the National Association of Realtors (“NAR”) and a number of the nation’s largest real estate franchises to pay $1.78 billion in…
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On October 30, 2023, President Biden issued an Executive Order on the safety, security, and trustworthiness of artificial intelligence (the “Executive Order”).[1] Given the recent adoption and integration of digital tools and services utilizing artificial intelligence, such as ChatGPT, that can quickly generate content, the Executive Order establishes new standards to protect the civil rights…
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Be you a merger and acquisition attorney, corporate compliance officer, or counsel to an acquiring entity or target entity, you should review the Department of Justice’s new Merger and Acquisition Safe Harbor Policy (“Policy”) to enhance your law firm’s diligence process, to educate your company’s compliance personnel, and/or to incorporate procedures to report criminal conduct…
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