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.

On March 25, Delaware governor, Matt Meyer, signed into law Substitute 1 to Senate Bill 21 (SB 21), following its rapid approval by the Delaware state legislature. This legislative measure aims to counter the current trend of companies relocating their headquarters out of Delaware, following a January 2024 Delaware Chancery Court ruling that overturned a $56 billion compensation package for a high-profile tech CEO.

ArentFox Schiff served as legal counsel to American Skating Entertainment Centers, LLC, a leading owner and operator of ice-skating and indoor sports facilities across the United States, including Toyota Sports Performance Center home of the LA KINGS, UCLA Health Training Center home of the LA Lakers, Wake Competition Center home of the Carolina Hurricanes, and the LA Galaxy Soccer Center, in connection with its strategic partnership with Seidler Equity Partners.

ArentFox Schiff represented the National Women’s Soccer League (NWSL) in connection with the Miller family’s acquisition of a majority stake in the Utah Royals FC club. The Miller family brings a longstanding legacy in local professional sports ownership, having previously owned the NBA’s Utah Jazz from 1985 to 2020.

Health Care Counsel Gayland Hethcoat will share insights into the potential future of private equity (PE) in health care in a HealthExecStore webinar on April 16, 2025.

On April 4, US Securities and Exchange Commission (SEC) Commissioner Caroline A. Crenshaw, the sole Democrat serving as a Commissioner, issued a statement critiquing the Division of Corporation Finance’s analysis in its conclusion that stablecoins are not securities.

On April 4, the Division of Corporation Finance of the US Securities and Exchange Commission (SEC) issued a statement providing clarity on the application of federal securities laws to stablecoins, specifically those designed to maintain a stable value relative to the US Dollar (USD).

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.