Insights on Corporate & Securities

Partners Matthew Berlin and Michael Fainberg of ArentFox Schiff will speak at the 2025 AI Governance & Strategy Summit – New York on May 7, 2025.

As promised by the US Department of Treasury in early March, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule removing the requirement for US companies, their beneficial owners, and US persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA).

On March 27, the US Securities and Exchange Commission (SEC) announced that it will no longer defend Biden-era regulations requiring large corporations to disclose the impacts of climate change on their businesses. This announcement follows a vote by the SEC’s three-member governing body to end its defense of the rule and comes amid industry complaints that the rule was an overstep of the SEC’s authority.

ArentFox Schiff is proud to announce that the firm has been honored by The M&A Advisor, as part of their 19th Annual Turnaround Awards Gala, for “Distressed M&A Deal of the Year ($50MM to $100MM)”, in connection with advising Sutil Group, a leading Chilean agricultural business group, in the acquisition of California-based Sunshine Raisin Corporation.

ArentFox Schiff is pleased to announce that 15 attorneys have been recognized in 2025 Lawdragon 500 Leading Global Entertainment, Sports & Media Lawyers, denoting legal prowess that matches “the imprint of their client’s global reach.”

In December 2024, the Nasdaq Stock Market LLC submitted a proposal to the US Securities and Exchange Commission (SEC) to modify its requirements for calculating the minimum Market Value of Unrestricted Publicly Held Shares in connection with an initial listing on Nasdaq.

On March 12, the US Securities and Exchange Commission (SEC), via a No Action Letter, issued interpretive guidance clarifying what constitutes “reasonable steps” issuers can take to verify purchasers’ accredited investor status, as required under Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (Securities Act) (Rule 506(c)).

Across all industries, family offices and their owners and management teams face rapidly evolving challenges, opportunities, and risks in the dynamic environment that is 2025. Here are six issues that family offices should consider and be mindful of this year.

On March 3, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced that it is expanding the accommodations available to issuers submitting nonpublic draft registration statements for staff review.

ArentFox Schiff is pleased to announce that six thought leaders have been recognized by the 2025 JD Supra Readers’ Choice Awards, acknowledging the visibility and engagement their thought leadership has earned among readers during the past year.

As the flurry of Corporate Transparency Act (CTA) developments continues, on March 2, the US Department of the Treasury (Treasury) announced the suspension of CTA enforcement against US citizens and domestic reporting companies, following on the heels of last week’s announcement by the Financial Crimes Enforcement Network (FinCEN) that it is not issuing fines or penalties in connection with beneficial ownership information (BOI) reporting for the time being. Going forward, as indicated by Treasury, the CTA will apply only to foreign reporting companies.

StraightPath Venture Partners, LLC and PMAC Consulting have recently reached settlements with the US Securities and Exchange Commission (SEC) following SEC enforcement actions against them.

In conjunction with KPMG and Shannon & O’Connor Solicitors LLP, AFS will host CEOs and service providers to discuss legal and financial insights for companies looking to enter the US market.

On January 17, the US Securities and Exchange Commission (SEC) approved Nasdaq’s proposed rule changes addressing companies that fail to meet the minimum bid price requirements of $1 per share and the subsequent delisting process.

On February 14, the newly formed Saks Global announced its plan to pay vendors past due balances in 12 monthly installments beginning in July.

Following a cascade of developments, the Corporate Transparency Act (CTA) is back, but with some potential changes on the horizon. Most reporting companies that have not yet filed all required reports under the CTA should prepare to file their initial, updated, or corrected reports by March 21, 2025.

In 2025, the retail and fashion industries are bracing for a transformative year, heavily influenced by the policies of the new Trump Administration. These policies promise rapid and significant changes, particularly in areas such as trade, tariffs, and immigration, which will profoundly affect global supply chains and labor dynamics.

On February 6, Congressional Republican leaders met with President Donald Trump to address the Trump Administration’s 2025 budget and tax priorities. During that meeting, the Trump Administration proposed to eliminate capital gains tax treatment on carried interest.

ArentFox Schiff represented Triumvirate Environmental, Inc. in its recently completed transaction with Boston-based private equity firm, Berkshire Partners, pursuant to which Berkshire made a significant growth investment in Triumvirate, based upon a company valuation of $1.8 billion.

ArentFox Schiff represented international music publisher Wise Music Group in the sale of its Digital Education division to private equity firm Achieve Partners.

ArentFox Shiff served as legal counsel to the National Women’s Soccer League (NWSL) for the transaction awarding an expansion team to the City of Denver.

The US Securities and Exchange Commission (SEC) released a press release on January 15 announcing that it had charged Navy Capital Green Management, LLC, an investment adviser, with violations of the Investment Advisers Act of 1940 related to its Anti-Money Laundering (AML) policies and procedures.

In his published article, “The Corporate Transparency Act Whipsaw Continues,” Partner Evgeny Magidenko provides an in-depth analysis of the current legal landscape surrounding the Corporate Transparency Act (CTA) following a series of judicial decisions.

On December 11, 2024, the US Court of Appeals for the Fifth Circuit ruled that the Securities and Exchange Commission (SEC) lacked statutory authority to approve Nasdaq’s board diversity rules. Subject to certain exceptions, the diversity rules required, among other things, that Nasdaq-listed companies publicly disclose the demographic makeup of their boards of directors, and that boards with five or more directors include at least two “diverse” directors.

Last November, Nasdaq proposed a rule change that would lengthen the notification period for companies conducting reverse stock splits from five business days to 10 calendar days. The rule change became effective immediately and will become operative on January 30.