Insights on Corporate & Securities

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.

As the fourth quarter approaches, entities should be aware of their Corporate Transparency Act (CTA) compliance obligations.

ArentFox Schiff represented Safe Pro Group Inc. in the company’s initial public offering (IPO) totaling $5.1 million.

ArentFox Schiff is pleased to announce that 135 attorneys have been recognized by The Best Lawyers in America 2025, with two attorneys highlighted as “Lawyers of the Year” and 70 attorneys listed as “Ones to Watch.”

ArentFox Schiff advised Wintrust Financial Corporation (Nasdaq: WTFC) on its merger with Macatawa Bank Corporation. On August 1, the parties jointly announced the completion of their previously announced merger whereby Wintrust acquired Macatawa in an all-stock transaction.

This article discusses the S corporation rules, several common S corporation traps for the unwary, how to prevent a violation of a rule, and how to rectify an inadvertent termination of S corporation status.

On July 19, the US District Court for the Northern District of Texas denied a motion to dismiss Blue Cross Blue Shield of Texas (BCBSTX), which claimed sovereign immunity in a suit brought by a group of providers.