Perspectives on Corporate & Securities

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.

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.

On December 23, 2024, Hudson’s Bay Company, the parent company of Saks Fifth Avenue, completed its acquisition of Neiman Marcus Group, the parent company of Neiman Marcus and Bergdorf Goodman, for $2.7 billion following years of on-and-off negotiations.

The US Securities and Exchange Commission (SEC) recently released its priorities for 2025. As in recent years, the SEC is focusing on fiduciary duties and the development of compliance programs as well as emerging risk areas such as cybersecurity and artificial intelligence (AI). This alert details the key areas of focus for investment advisers.

ArentFox Schiff represented VHB, a national civil engineering firm, in a strategic acquisition, expanding VHB’s client service capabilities in Connecticut.

On December 30, 2024, the Massachusetts state legislature passed House Bill 4653 (the Act), which significantly enhances regulatory oversight in the Massachusetts health care market. As signed into law by Governor Maura Healy on January 8, the Act will have profound effects for private equity (PE) investors and real estate investment trusts (REITs) engaging with the Massachusetts health care market. Passage of the Act comes on the heels of prominent PE-backed hospital failures in Massachusetts.

Adding yet another chapter to the Corporate Transparency Act (CTA) saga, the US Court of Appeals for the Fifth Circuit on December 26 issued an order vacating its stay of the Texas federal district court’s preliminary nationwide injunction barring the US government’s enforcement of the CTA. As a result, the government is again prohibited from enforcing the CTA and its beneficial ownership information reporting rule.

On December 23, the US Court of Appeals for the Fifth Circuit stayed the nationwide preliminary injunction barring the US government’s enforcement of the Corporate Transparency Act (CTA) and its rule requiring the reporting of “beneficial ownership information” (BOI) that had been issued by the US District Court for the Eastern District of Texas on December 3 in Texas Top Cop Shop, Inc. v. Garland (Docket No. 4:24-CV-478).

ArentFox Schiff is pleased to announce the election of 15 new partners, effective January 1, 2025.

On December 3, the US District Court for the Eastern District of Texas issued a nationwide preliminary injunction barring the enforcement by the US government of the Corporate Transparency Act (CTA).

On November 20, Oy Lunawood Ltd, a pioneer and global leader in sustainable wood innovations that positively impact architecture and reduce emissions worldwide, and Atlanta Hardwood Corporation, which specializes in the manufacturing and distribution of hardwood products, announced the formation of a joint venture, Lunawood LLC.

ArentFox Schiff has been nationally recognized with 35 top rankings in the 2025 edition of Best Law Firms®, which honors firms for professional excellence based on consistently positive ratings from clients and peers.

AFS successfully represented Sutil Group, a leading Chilean agricultural business group, in the acquisition of California-based Sunshine Raisin Corporation, one of the top processors of premium-quality dried fruits in the United States.

On August 28, the Financial Crimes Enforcement Network (FinCEN) issued a final rule establishing anti-money laundering and countering the financing of terrorism (AML/CFT) compliance obligations for US Securities and Exchange Commission (SEC)-registered investment advisers.

On October 21, Construction Partners, Inc. (CPI), a civil infrastructure company specializing in roadway construction and maintenance across six southeastern states, announced its definitive agreement to acquire Asphalt Inc., LLC, doing business as Lone Star Paving, an asphalt manufacturing and paving company headquartered in Austin, Texas.

On September 9, the US Departments of Labor, Treasury, and Health and Human Services (the Departments) jointly released a final rule to ensure that group health plans comply with the Mental Health Parity and Addiction Equity Act (MHPAEA).