Insights on Corporate & Securities

The Corporate Transparency Act (CTA) became effective on January 1. The CTA creates a new national database of companies, maintained by the US Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN), to facilitate the government’s law enforcement and national security efforts.

ArentFox Schiff’s clients report being inundated with notices from registered agents and other service providers to comply with the Corporate Transparency Act (CTA), a new law that will require many existing and newly formed entities to register with and disclose beneficial ownership information to the US government’s Financial Crimes Enforcement Network (FinCEN) beginning on January 1, 2024.

On December 18, 2023, the US Securities and Exchange Commission’s (SEC) new rules enhancing and standardizing disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by companies who are subject to the Securities and Exchange Act of 1934 (including foreign private issuers) went into effect.

On November 28, three participants in Central States Manufacturing, Inc.’s employee stock ownership plan (ESOP) filed a complaint on their own behalf and on behalf of other ESOP participants against the company, its board of directors, individual members of its board of directors, and GreatBanc Trust Company (the ESOP trustee) (the Fiduciaries).

ArentFox Schiff is pleased to announce the election of 16 new partners, effective January 1, 2024.

ArentFox Schiff served as legal counsel for Merchants and Manufacturers Bank Corporation, the holding company for Merchants & Manufacturers Bank, in the signing of a definitive agreement with First Busey Corporation, pursuant to which Busey will acquire M&M Bank through a merger transaction.

On October 27, the US Departments of Treasury, Labor, and Health and Human Services (the Departments) issued new proposed rules intended to revamp the negotiation and arbitration proceedings established under the No Surprises Act (the Act).

On November 29, the US Treasury Department’s Financial Crimes Enforcement Network (FinCEN) issued a final rule extending the Corporate Transparency Act (CTA) deadline to file initial beneficial ownership information (BOI) reports for entities created or registered in 2024.

ArentFox Schiff has been awarded 62 top rankings in the 2024 edition of Best Law Firms® which recognizes firms for professional excellence based on consistently positive ratings from clients and peers.

Partner Allan Horwich was featured on the American Health Law Association (AHLA) podcast, Speaking of Health Law, where he discussed insider trading in the clinical trial setting.

The US Securities and Exchange Commission (SEC) Division of Examinations recently released its 2024 Examinations Priorities, a yearly report that provides insight into the Division’s areas of focus to improve compliance, prevent fraud, monitor risk, and inform policy.

As we highlighted in the Family Office Newsletter’s pages in June, the Corporate Transparency Act (CTA) is slated to go into effect on January 1, 2024.

On October 8, 2023, in an effort to improve the diversity of venture capital investment in the state, California Governor Gavin Newsom signed Senate Bill No. 54 (SB 54) into law.

On September 21, 2023, the US Departments of Treasury (DOT), Labor (DOL), and Health and Human Services (HHS) (the Departments) issued new rulemaking governing the administrative fee required to access the arbitration process established under the No Surprises Act (the Act). Under the proposed rule, the new fee would be set at $150.

Mike Andresino to speak at the National Association of Stock Plan Professionals Annual Conference on September 28, 2023.

The practice of repledging (sometimes referred to as “rehypothecation”) is utilized in, among others, loan, swap, and brokerage transactions.

Christopher Floss will present at the Greater North Shore Estate & Financial Planning Council on September 20, 2023.

ArentFox Schiff advised Tuthill Corporation, a privately held industrial manufacturing business with a 130-year history, on its entering into a definitive agreement to acquire EaglePicher Technologies.

ArentFox Schiff advised Draper James, the fashion and lifestyle brand founded by actress Reese Witherspoon, in its majority-ownership stake acquisition by Consortium Brand Partners (CBP).

On August 23, 2023, in its efforts to promote transparency for investors by increasing visibility into compensation schemes, sales practices, and conflicts of interest, the US Securities and Exchange Commission (SEC) adopted significant new and amended Rules under the Investment Advisers Act.

On August 24, 2023, health care providers in Texas scored yet another victory when a federal court vacated additional portions of the Biden Administration’s rulemaking under the federal No Surprises Act (the Act).

ArentFox Schiff represented Nicholas Alexander Imports on the sale of its Nick Alexander BMW and Nick Alexander MINI dealerships to Car Pros Automotive Group.

ArentFox Schiff advised Bob Baker Auto Group on the sale of its San Diego dealerships consisting of: Bob Baker Hyundai and Genesis; Bob Baker Chrysler, Dodge, Jeep, Ram, and Fiat; Bob Baker Mazda; Bob Baker Subaru; and Bob Baker Volkswagen.

ArentFox Schiff successfully advised Dalia Auto Group with the sale of a Kia dealership in Palmdale after litigating for more than a year in federal court and before California’s New Motor Vehicle Board against Kia to preserve the franchise.

Last week, the US Court of Appeals for the Ninth Circuit, in its third opinion in the case, reversed a lower court’s decision allowing patients challenging United Behavioral Health’s (UBH) internal mental health coverage guidelines to seek reprocessing of their benefits claims.