On June 20, 2025, Texas Governor Greg Abbott signed into law Senate Bill 2337 (SB 2337), which imposes new regulations on proxy advisory firms — such as ISS and Glass Lewis — when providing voting recommendations and other...more
6/24/2025
/ Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
New Legislation ,
Proxy Advisors ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Shareholder Proposals ,
Shareholders ,
Texas
Texas continues to position itself as a business-friendly jurisdiction of choice with the passage of Senate Bill 2411, signed by Governor Greg Abbott on May 27, 2025. Effective September 1, the new law amends the Texas...more
With a pair of bills signed by Texas Governor Greg Abbott on May 14, 2025, and May 20, 2025, Texas took a major step in positioning itself as the pro-business jurisdiction of choice for public and private companies. The...more
US legal entities are no longer subject to the reporting requirements of the Corporate Transparency Act (CTA). On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Department of Treasury...more
If you have been following our reports on the subject, you know that the Corporate Transparency Act (CTA) had a tumultuous end to 2024 and start to 2025, with a series of court actions leading to oscillating reports about...more
On February 17, 2025, the US District Court for the Eastern District of Texas (EDTX) in Smith, et. al. v. US Department of the Treasury, et. al., entered an order staying the nationwide injunction on enforcement of the...more
On December 26, 2024, a merits panel for the US Court of Appeals for the Fifth Circuit (Fifth Circuit) vacated the previously reported December 23, 2024 stay, giving new life to the nationwide preliminary injunction of the...more
On December 23, 2024, the US Court of Appeals for the Fifth Circuit granted an emergency motion for a temporary stay pending appeal requested by the federal government. The government submitted the motion in connection with...more
12/27/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Corporate Transparency Act ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Reporting Requirements ,
Stays ,
Time Extensions
On December 3, 2024, the US District Court for the Eastern District of Texas issued a nationwide preliminary injunction, halting enforcement of the Corporate Transparency Act (CTA) and its implementing regulations....more
12/6/2024
/ Corporate Transparency Act ,
Department of Justice (DOJ) ,
Enforcement ,
Financial Crimes ,
FinCEN ,
First Amendment ,
Fourth Amendment ,
Preliminary Injunctions ,
Reporting Requirements ,
Texas ,
Unconstitutional Condition
In a unanimous decision, the US Supreme Court held that pure omissions are not actionable under Rule 10b-5(b) under the Securities Exchange Act of 1934. Rather, the Court found that Rule 10b–5(b) prohibits half-truths, not...more
4/23/2024
/ Anti-Fraud Provisions ,
Disclosure Requirements ,
Filing Requirements ,
Item 303 ,
Omissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Violations
On March 1, 2024, the US District Court for the Northern District of Alabama granted summary judgment to Issac Winkles and the National Small Business Association (NSBA), holding that the Corporate Transparency Act (CTA) is...more
On January 1, 2024, the reporting requirements under the Corporate Transparency Act (CTA) became effective. The CTA was enacted by Congress on January 1, 2021, as part of the Anti-Money Laundering Act of 2020 and requires...more
The US Securities and Exchange Commission has adopted a package of amendments, originally proposed in late 2021, to the disclosure requirements for corporate issuers’ share repurchases. The SEC stated that the new rules are...more