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Beneficial Owner Corporate Governance Disclosure Requirements

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

Winstead PC

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

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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

K&L Gates LLP

SEC Policy Shift and Recent Corp Fin Updates – Part 1

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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

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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

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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

Dorsey & Whitney LLP

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

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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

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

White and Williams LLP

Latest Corporate Transparency Act Update from FinCEN: Enforcement Paused, For Now

Stay tuned – another shoe is likely to drop from Washington D.C. on the CTA (“Corporate Transparency Act”) in the next three weeks. As we previously reported on February 18, 2025, the U.S. District Court for the Eastern...more

McNees Wallace & Nurick LLC

FinCEN Suspends CTA Enforcement

On February 18, 2025, the United States District Court for the Eastern District of Texas reinstated reporting obligations under the Corporate Transparency Act (CTA) (31 U.S.C. §5336), requiring reporting companies to resume...more

Dorsey & Whitney LLP

SEC Division of Corporate Finance Updates C&DIs Related to the Eligibility to File Schedule 13G

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On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more

Conyers

BVI Corporate Review – Q4 2024

Conyers on

Welcome to the final edition of our Quarterly Corporate Update for 2024 covering recent developments in the British Virgin Islands. The fourth quarter of 2024 saw continued strong activity in the BVI office. Our corporate...more

Rosenberg Martin Greenberg LLP

CTA Whiplash Continues – FinCEN Announces Compliance is Mandatory but Extends Deadline – RMG

Beneficial Ownership Information (“BOI”) reporting under the Corporate Transparency Act (the “CTA”) is once again mandatory. On February 18, 2025, the CTA was reinstated by the U.S. District Court for the Eastern District of...more

Lathrop GPM

Corporate Transparency Act (“CTA”) Reporting Required with Extended Deadline

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All non-exempt entities that would have previously had filings due are required to complete their filings by March 21, 2025....more

K&L Gates LLP

United States: SEC Issues New Guidance on Schedule 13G Eligibility

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The SEC’s Division of Corporation Finance recently issued new guidance regarding when shareholders can file beneficial ownership reports on Schedule 13G. While the 11 February 2025 Compliance and Disclosure Interpretation...more

Lowenstein Sandler LLP

Back to the Future: Compliance with the CTA is Compulsory Once Again

Lowenstein Sandler LLP on

Regular readers of our prior client alerts know that compliance with the Corporate Transparency Act’s (CTA) beneficial ownership requirements has been on-again-off-again multiple times over the last few months following...more

McGlinchey Stafford

CTA’s Beneficial Ownership Reporting Requirement Resumes – At Least for Now

McGlinchey Stafford on

As the saga of on-again-off-again requirements continues to unfold, FinCEN’s Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA) have undergone significant changes due to...more

Kerr Russell

The Corporate Transparency’s Act’s Impact on Medical Practices: Understanding Physicians’ Obligations Amid Recent Judicial and...

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Medical practices across the United States are grappling with new compliance obligations under the Corporate Transparency Act (CTA). This article addresses the CTA’s applicability to medical practices, its current legal...more

Latham & Watkins LLP

Shareholder Engagement Practices Under New SEC Guidance on Schedule 13G Eligibility: FAQs

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The SEC Staff recently issued new guidance (C&DI 103.12) on how a shareholder’s engagement with a company’s management could disqualify the shareholder from using the SEC’s short-form Schedule 13G....more

Cooley LLP

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

Cooley LLP on

On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Updates CDIs on Beneficial Ownership Reporting

On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11...more

Tonkon Torp LLP

Oregon HOAs Should Continue to Prepare for Compliance with Corporate Transparency Act

Tonkon Torp LLP on

The Corporate Transparency Act (CTA), enacted to combat financial crimes, requires certain entities to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN). While legal challenges...more

Mayer Brown

FinCEN Confirms Suspension of Corporate Transparency Act

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FinCEN has confirmed that, since December 7, 2024, reporting companies have not been, and will continue to not be, required to file beneficial ownership reports for as long as an injunction of the CTA remains in effect....more

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