Robin M. Bergen

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As discussed in our last Corporate Transparent Act (CTA) update, the U.S. Treasury Department announced on March 2 that it planned to issue an interim rule excluding U.S. companies and citizens from CTA reporting obligations. The Financial Crimes Enforcement Network (FinCEN) has now done so, limiting the scope of the CTA to non-U.S. parties. This will dramatically reduce the operational burdens and costs of the CTA for registered investment advisers.Continue Reading FinCEN Eliminates CTA Requirements for All U.S. Companies and U.S. Individuals

On Wednesday evening, the SEC Staff published two new FAQs relating to the presentation of gross and net performance under the Investment Advisers Act Marketing Rule, the sweeping 2022 overhaul of the advertising and endorsement restrictions applicable to registered investment advisers (“RIAs”).  Both FAQs provide significant relief from prior Staff interpretations of the Marketing Rule and will dramatically reduce compliance burdens for RIAs in the areas of performance of individual investments and certain performance “characteristics” of portfolios and investments.  The limited open questions raised by new FAQs pale in comparison to the issues RIAs faced with the prior interpretations.Continue Reading SEC Staff Reverses Some “Gross/Net” Marketing Rule Guidance

We noted in our last Corporate Transparent Act (CTA) update that on February 27, 2025, the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury Department, announced that it would not take any enforcement actions against any company that does not file or update beneficial ownership information required under the CTA until after FinCEN issued a new interim rule.  The Treasury Department announced yesterday that it will not enforce any penalties or fines against “U.S. citizens or domestic reporting companies or their beneficial owners” for not filing this information even after the new interim rule.  Instead, the Treasury Department said that it will issue a proposed rulemaking “that will narrow the scope of the rule to foreign reporting companies only.” Continue Reading Trump Administration Proposes Eliminating CTA Requirements for All U.S. Companies

Amid various ongoing litigation concerning the constitutionality of the Corporate Transparency Act (CTA), the U.S. Financial Crimes Enforcement Network (FinCEN) had announced on February 19, 2025, that it was extending the CTA beneficial ownership information filing deadline for most companies to March 21, 2025 (see Client Alert here).  Now, FinCEN has taken a step further, announcing yesterday “that it will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update” any reports mandated by the CTA.  According to FinCEN, “no enforcement actions will be taken, until a forthcoming interim final rule becomes effective.”  FinCEN states that it will issue the interim rule no later than March 21, 2025, and the new rule will establish new CTA filing deadlines. Continue Reading FinCEN Pauses All CTA Filing Obligations and Will Issue New Rules

As previously reported (see CTA client alert), on January 23, 2025, in Texas Top Cop Shop v. Bondi, the U.S. Supreme Court stayed an injunction barring enforcement of the Corporate Transparency Act (CTA), but a different Texas trial court’s injunction remained in place.  On February 18, that second court, in Smith v. United States Department of the Treasury, lifted its injunction against CTA enforcement, relying on the Supreme Court ruling.  Oral argument in Texas Top Cop Shop remains scheduled before the Fifth Circuit on April 1, 2025.Continue Reading Remaining Injunction Pausing Corporate Transparency Act is Lifted; FinCEN Extends General Filing Deadline to March 21; Statute’s Future Remains Uncertain

As of our last client update on the Corporate Transparency Act (CTA) litigation (see CTA client alert), the U.S. Supreme Court, in an 8-1 ruling, lifted a nationwide injunction issued by a Texas trial court in Texas Top Cop Shop v. Bondi that had blocked CTA enforcement, but another nationwide injunction issued by another Texas trial court in Smith v. United States Department of the Treasury continued to stall CTA implementation. Now, the new Trump Administration, in its first formal actions related to the CTA litigations, (i) on February 5, filed a notice of appeal and motion to stay the injunction in Smith, and (ii) on February 7, filed a brief supporting the constitutionality of the CTA in Texas Top Cop Shop. Given the Supreme Court’s decision in Texas Top Cop Shop to lift the injunction against CTA enforcement, we believe the government’s effort to stay the injunction in Smith is likely to succeed.Continue Reading Trump Administration Continues Defense of Corporate Transparency Act, Indicates FinCEN’s Flexibility On Deadlines And Scope

The long and winding road of the Corporate Transparency Act (CTA) litigation (as discussed in our most recent CTA client alert) has taken another turn, and this time companies are driving blind. On New Year’s Eve, the U.S. Department of Justice (DOJ) asked the U.S. Supreme Court to lift the injunction imposed by a Texas court and let the law go into effect while the legal contest over the constitutionality of the law is pending. Yesterday, the U.S. Supreme Court resoundingly agreed with the DOJ. In an 8-1 ruling, the nation’s highest Court lifted the stay on enforcement of the statute. One might assume that the Supreme Court ruling ended the injunction issue, but a separate order issued by a different federal judge in Texas blocking enforcement of the statute nationwide remains in place.Continue Reading U.S. Supreme Court Lifts Initial Injunction Against Enforcement Of Corporate Transparency Act, But A Separate Injunction Continues To Halt Implementation 

On December 26, the U.S. Court of Appeals for the Fifth Circuit vacated the previous grant of a stay of the injunction enjoining enforcement of the Corporate Transparency Act (CTA) and beneficial ownership reporting rule.  As a result, the nationwide preliminary injunction originally granted by the district court is once again in effect pending consideration of the DOJ’s appeal by the Fifth Circuit’s merits panel.Continue Reading Fifth Circuit Reinstates CTA Injunction Pending Oral Arguments in March; FinCEN January 13 Deadline on Hold

In our prior notes of December 4, 9, and 13, 2024, we reported that (1) a district court in Texas issued a nationwide injunction halting implementation of the Corporate Transparency Act (CTA), (2) the Financial Crimes Enforcement Network (FinCEN) acknowledged that companies need not file CTA mandated disclosures while that injunction remained in effect. Subsequently, the U.S. Department of Justice (DOJ) moved to stay the injunction pending appeal. The district court rejected that motion, but on December 23, 2024, the United States Court of Appeals for the Fifth Circuit granted the government’s motion, staying the district court’s injunction and expediting briefing of the appeal. In so doing, the Court concluded that the government had “made a strong showing that it is likely to succeed on the merits in defending CTA’s constitutionality.” In addition, the Court rejected the plaintiffs’ warnings that “lifting the . . . injunction days before the compliance deadline would place an undue burden on them,” reasoning that the plaintiffs filed suit only months ago and the injunction had been in place mere weeks, whereas businesses have had “nearly four years . . . to prepare since Congress enacted the CTA, as well as the year since FinCEN announced the reporting deadline.”Continue Reading Fifth Circuit Pauses District Court CTA Injunction; FinCEN Extends Filing Deadline to January 13, 2025

As outlined in our prior update, on December 3, 2024, a Texas federal district court issued a preliminary injunction that temporarily blocks the Corporate Transparency Act (CTA) and its implementing regulations from taking effect nationwide. Continue Reading DOJ Appeals CTA Injunction; FinCEN Suspends Filing Requirement