The U.S. Securities and Exchange Commission (SEC) has announced significant changes to its confidential filing procedures, aiming to support capital formation and provide greater flexibility for companies planning public offerings. These enhancements, effective as of March 3, 2025, were detailed in a press release by the SEC.
Continue Reading SEC to Expand Confidential Filing Privileges
Just over one month into the second Trump Administration, the crypto industry appears poised to notch yet another victory in its longstanding tug-of-war with regulators — perhaps its most significant to date. On February 21, Coinbase Chief Legal Officer Paul Grewal announced via blog post that the U.S. Securities and Exchange Commission (“SEC”) is set to drop its enforcement action against the company. The lawsuit, which claimed that the company had failed to fulfill registration requirements, has been one of the SEC’s highest-profile crypto cases.
Continue Reading SEC Withdraws from Prominent Crypto Enforcement Amid Regulatory Shift
As artificial intelligence (AI) continues to transform the business world, acquirors need to prepare for a deep dive when evaluating companies that use AI to enable their businesses or create proprietary AI. Key considerations for buyers targeting AI-driven companies include understanding how AI is being used, assessing the risks associated with AI creation and use, being mindful of protecting proprietary AI technology, ensuring cybersecurity and data privacy, and complying with the regulatory landscape.
Continue Reading M&A Playbook for Acquiring AI-Powered Companies
On February 19, 2025, the Financial Crimes Enforcement Network (“FinCEN”) announced that beneficial ownership information reporting requirements under the Corporate Transparency Act (“CTA”) are back in effect with a new deadline of March 21, 2025 for most reporting companies. This announcement came in response to the decision made on February 17, 2025 by the U.S. District for the Eastern District of Texas in Smith v. U.S. Department of the Treasury, No. 6:24-cv-336-JDK, 2025 WL 41924 (E.D. Tex.) to stay (lift) the preliminary injunction on enforcement of the CTA.
Continue Reading The Return of the CTA: FinCEN Confirms that Beneficial Ownership Information Reporting Requirements are Back in Effect with a New Deadline of March 21, 2025
A recent civil complaint from the U.S. Department of Justice (DOJ) highlights the importance of carefully planning interim operating covenants in M&A deals and structuring the process to prevent buyers from gaining control of targets too soon—before the mandatory waiting period under the Hart-Scott-Rodino Act (HSR Act) is up. This is commonly referred to as “gun-jumping.”
Continue Reading DOJ Gun-Jumping Complaint Highlights Importance of Careful Preparation of Interim Operating Covenants to Avoid HSR Act Violations
In Maffei v. Palkon, No. 125, 2024, 2025 Del. LEXIS 51 (Del. Feb. 4, 2025) (Valihura, J.), the Delaware Supreme Court held that a corporation’s decision to reincorporate in another state purportedly to reduce exposure to potential future litigation risk is subject to the deferential business judgment rule, as long as the decision is not alleged to have been made to avoid any existing or threatened litigation or in contemplation of a specific transaction. Reversing the decision of the Delaware Court of Chancery [see blog article here], the Supreme Court concluded that reduced exposure to potential liabilities that a controlling
Continue Reading Delaware Supreme Court Holds Business Judgment Governs Decision to Reincorporate Outside of Delaware For Purpose of Reducing Litigation Exposure In the Absence of Existing or Threatened Litigation
On January 23, 2025, in McHenry v. Texas Top Cop Shop, Inc (formerly captioned Garland v. Texas Top Cop Shop, Inc.), No. 24A653, 2025 WL 272062 (U.S. Jan. 23, 2025), the United States Supreme Court issued an opinion once again staying the injunction from the United States District Court for the Eastern District of Texas of the Corporate Transparency Act (“CTA”). The injunction had previously halted enforcement of the CTA’s reporting requirement that all “reporting companies” disclose information about their beneficial owners to the U.S. Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”). For background information about the CTA and its
Continue Reading FinCEN Confirms that CTA Filings Remain Optional Despite Supreme Court Ruling
On January 23, 2025, President Trump issued an executive order entitled “Strengthening American Leadership in Digital Financial Technology,” establishing his Administration’s policy “to support the responsible growth and use of digital assets, blockchain technology, and related technologies across all sectors of the economy” (the “EO”).
Continue Reading President Trump Issues Executive Order on Crypto as SEC Signals Enforcement Shift
We invite you to read our latest client alert to assist in the preparation of your 10-K and 2025 annual meeting proxy statement. This alert highlights new disclosure requirements, hot topics and regulatory enforcement actions that may impact disclosure and processes, and other matters that companies should consider for compliance and planning purposes.
Continue Reading Things to Keep in Mind for Your Annual Report on Form 10-K and Proxy Statement
On December 26, 2024, in Texas Top Cop Shop, Inc. v. Garland, No. 24-40792, 2024 WL 5224138 (5th Cir. Dec. 26, 2024), a merits panel of the United States Court of Appeals for the Fifth Circuit issued an order vacating the Court’s own stay of the preliminary injunction enjoining enforcement of the Corporate Transparency Act (“CTA”), that was originally entered by the United States District Court for the Eastern District of Texas on December 3, 2024, No. 4:24-CV-478, 2024 WL 5049220 (E.D. Tex. Dec 5, 2024).
Continue Reading Fifth Circuit Court of Appeals Vacates Its Own Stay Rendering the Corporate Transparency Act Unenforceable . . . Again
As previously reported (here and here), some Delaware courts have recently declined to “blue pencil,” i.e., modify and narrow overbroad restrictive covenants. Instead, they have stricken in their entirety covenants deemed overbroad and declined to enforce them. On December 10, 2024, in Sunder Energy, LLC v. Tyler Jackson, et al., the Delaware Supreme Court affirmed that Delaware courts have the discretion to decline to blue pencil overbroad restrictive covenants, even if the defendant’s conduct would violate a more narrowly circumscribed covenant.
Continue Reading Delaware Supreme Court Declines to Enforce Noncompete Against Company Founder Who Joined Competitor
On December 3, 2024, a Federal District Court in the Eastern District of Texas in the case of Texas Top Cop Shop v. Garland placed a nationwide injunction on the Corporate Transparency Act (the “CTA”), a law regulating business entities that became effective on January 1, 2024. Pursuant to the ruling, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) released a statement confirming that reporting companies are not required to comply with the CTA while the preliminary injunction remains in effect.
Continue Reading Texas Federal District Court Issues Preliminary Injunction on CTA Nationwide; Department of Justice Appeals
In a significant early ruling, one of Texas’s newly established Business Courts addressed a key procedural question: whether pre-existing cases may be removed to the specialized forum. Judge Bill Whitehill’s October 30, 2024 decision in Energy Transfer LP v. Culberson Midstream LLC held that, regardless of subject matter, cases filed before September 1, 2024 must remain in their original courts.
Continue Reading No Move to Greener Pastures: Texas Business Court Holds Parties May Not Remove Pre-September 1, 2024 Cases to New Court System
The January 1, 2025 deadline for any “reporting company” formed prior to January 1, 2024 to file a Beneficial Ownership Information Report (“BOIR”) with the Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) under the Corporate Transparency Act (the “CTA”) is quickly approaching. If you have not yet filed a BOIR or determined whether your company is required to do so under the CTA, this article will provide you with an overview of the most frequently asked questions regarding the CTA, its requirements, deadlines, penalties and most recent updates.
Continue Reading The Corporate Transparency Act: What You Need to Know Ahead of the January 1, 2025 Deadline
On October 10, 2023, the SEC adopted amendments to the rules governing beneficial ownership reporting on Schedules 13D and 13G. While compliance with the amendments to the rules governing beneficial ownership reporting on Schedule 13D went into effect on February 5, 2024, compliance with the revised Schedule 13G filing deadlines set forth below are effective on September 30, 2024.
Continue Reading Revised Schedule 13g Filing Deadlines Effective as of September 30, 2024 – What You Need to Know
In Samuelian v. Life Generations Healthcare, LLC, — Cal. App. 5th —, 2024 WL 3878448 (Cal. App. Aug. 20, 2024), the California Court of Appeal answered two long outstanding questions of California law concerning the enforceability of noncompetition agreements in the context of the sale of a business:
Continue Reading California Court of Appeal Rules That Partial Sale of Business Can Bind Seller-Owner to a Noncompetition Agreement