News & Analysis as of

Beneficial Owner Corporate Governance

Fenwick & West LLP

SEC's Corp. Fin. Amends CDIs Related to Regulation 13D-G Reporting Rules

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On July 11, the SEC’s Division of Corporation Finance amended 18 Compliance and Disclosure Interpretations relating to Regulation 13D-G, which pertains to beneficial ownership reporting rules.  These amendments bring the...more

The Volkov Law Group

Episode 377 -- Refocusing Due Diligence on Cartels and TCOs

The Volkov Law Group on

Could your supply chain be funding cartels without you realizing it? In today’s complex global economy, companies are grappling with a dual challenge - the urgent need to unravel their supply chains and the immediate...more

Herbert Smith Freehills Kramer

US Corporate Governance — 2025 Midyear Review

The Financial Crimes Enforcement Network (FinCEN) issued an interim final rule in March 2025 that removes requirements for US companies to report beneficial ownership information under the Corporate Transparency Act (CTA)....more

Winstead PC

SEC Adopts Amendments to Beneficial Ownership Reporting Rules for Schedules 13D and 13G

Winstead PC on

In 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments and issued guidance to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act...more

Carey Olsen

New filing requirements for BVI companies - frequently asked questions

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As a result of the BVI Business Companies (Amendment) Act, 2024 and the BVI Business Companies and Limited Partnership (Beneficial Ownership) Regulations, 2024, all companies incorporated or registered in the British Virgin...more

Skadden, Arps, Slate, Meagher & Flom LLP

Making Sure Newly Cautious Shareholders Get the Information They Want

Key Points - Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management. - Seeking to influence a company’s executive compensation, or...more

Fenwick & West LLP

Texas Legislature Approves Significant Changes to Its Corporate Law, Incentivizing Relocation to Texas and Listing on Texas-based...

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Delaware has long been the jurisdiction of choice for corporations, but certain recent controversial judicial decisions have resulted in a number of high-profile companies reincorporating (or considering reincorporation) into...more

WilmerHale

The New German Government’s Agenda on Compliance

WilmerHale on

On May 5, 2025, the Christian Democratic Union of Germany (CDU) and the Christian Social Union (CSU) entered into a coalition agreement (Coalition Agreement) with the Social Democratic Party of Germany (SPD) (together with...more

Carey Olsen

Doing business in the Cayman Islands guide (Legal 500)

Carey Olsen on

The Cayman Islands is a common law jurisdiction, which is based on the English model. It comprises statute law and binding case precedents. English and British Commonwealth case authorities are generally persuasive, but not...more

K&L Gates LLP

SEC Policy Shift and Recent Corp Fin Updates – Part 1

K&L Gates LLP on

Since the beginning of the year, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance staff (Corp Fin Staff) has issued several important statements and interpretations, including a Staff Legal...more

Winstead PC

Corporate Transparency Act Update: U.S. Companies No Longer Subject to Reporting Obligations

Winstead PC on

As promised, FinCEN has adopted its interim final rule and narrowed the filing requirements for Beneficial Ownership Information (“BOI”) reporting under the Corporate Transparency Act (“CTA”). This rule exempts U.S. entities...more

A&O Shearman

Economic Crime and Corporate Transparency Act 2023: where are we and what’s next?

A&O Shearman on

The Economic Crime and Corporate Transparency Act 2023 (ECCTA) has made, and will continue to make, significant amendments to company law in the UK. Since the first raft of company law changes implementing parts of ECCTA...more

Conyers

Beneficial Ownership Update

Conyers on

The Beneficial Ownership Transparency (Access Restriction) Regulations, 2024 (the “Access Restriction Regulations”) commenced on 28 February 2025 and will supplement the Beneficial Ownership regime in the Cayman Islands. The...more

Bricker Graydon LLP

FinCEN’s Interim Final Rule Eliminates Reporting Requirements For U.S. Entities and U.S. Persons Under the CTA

Bricker Graydon LLP on

On March 21, 2025, the Financial Crimes and Enforcement Network (FinCEN) issued an interim final rule that drastically changes the reporting requirements under the Corporate Transparency Act (CTA)....more

WilmerHale

Corporate Transparency Act: FinCEN Suspends BOI Reports for U.S. Companies and Persons, Sets New Filing Deadlines for Foreign...

WilmerHale on

On Friday, March 21, 2025, FinCEN issued an interim final rule (“IFR”) eliminating beneficial ownership information (“BOI”) reporting requirements for U.S. companies and U.S. persons under the Corporate Transparency Act...more

Parker Poe Adams & Bernstein LLP

Scope of Corporate Transparency Act Dramatically Narrowed Under New Rule

In an interim final rule (IFR) announced March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) dramatically narrowed the scope of the Corporate Transparency Act (CTA). Under the IFR, which is effective...more

Bailey & Glasser, LLP

Client Alert: "BOI Reporting Dropped for U.S. Entities; 30-Day Extension for Foreign Companies"

Bailey & Glasser, LLP on

In the latest turn of events in the ever-evolving reporting rule saga under the Corporate Transparency Act (“CTA), on March 21, 2025, FinCEN issued an Interim Final Rule (“IFR”) and accompanying press release, aligning with...more

Wiley Rein LLP

FinCEN Guts Corporate Transparency Act; Narrows Scope to Cover Only Foreign Companies and Beneficial Owners

Wiley Rein LLP on

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule (IFR) that materially alters the Corporate Transparency Act’s (CTA) reporting requirements. Consistent with FinCEN’s March 2,...more

Holland & Knight LLP

Corporate Transparency Act Interim Final Rule Issued

Holland & Knight LLP on

In the latest development of the ongoing Corporate Transparency Act (CTA) saga, the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) on March 21, 2025, issued an interim final rule that...more

Dorsey & Whitney LLP

FinCEN Eliminates CTA Compliance for U.S. Corporate Entities and U.S. Persons – Limiting Compliance to Foreign Reporting Companies

Dorsey & Whitney LLP on

On Friday, March 21, 2025, the United States Financial Crimes Enforcement Network (“FinCEN”) issued for publication in the Federal Register an “interim final rule” (the “Revised Rule”) that effectively exempts all domestic...more

Conyers

Cayman Islands: Legitimate Interest Access of Beneficial Ownership

Conyers on

The Beneficial Ownership Transparency (Legitimate Interest Access) Regulations, 2024 commenced on 28 February 2025. Under these Regulations, the Cayman Islands Registrar (the “Registrar”) may provide access to the information...more

IR Global

Corporate Transparency Act – Reporting Obligations are Back in Effect

IR Global on

The Financial Crimes’s Enforcement Network of the U.S. Treasury Department (“FinCEN”) Beneficial Ownership Information (“BOI”) reporting obligations under the Corporate Transparency Act (“CTA”) are once again back in effect....more

A&O Shearman

UK Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025

A&O Shearman on

The Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025 were published, alongside an explanatory memorandum. The Regulations amend the Register of Overseas Entities (Delivery, Protection and...more

White & Case LLP

“Under Pressure”: Walking the Fine Line of Section 13(d) Passive Investor Status

White & Case LLP on

On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more

DLA Piper

To Control or Not to Control: SEC Issues New Guidance Impacting Schedule 13G filers

DLA Piper on

The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders....more

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