Home | Chamberlain Hrdlicka https://www.chamberlainlaw.com/us-business-and-international-tax-developments Mon, 16 Mar 2026 01:32:24 -0400 SEC Simplifies Investor Verification for Rule 506(c) Offerings: What Middle Market Private Equity Sponsors Need to Know https://www.chamberlainlaw.com/us-business-and-international-tax-developments/sec-simplifies-investor-verification-for-rule-506-c-offerings-what-middle-market-private-equity-sponsors-need-to-know Greg Henson us-business-and-international-tax-developments/sec-simplifies-investor-verification-for-rule-506-c-offerings-what-middle-market-private-equity-sponsors-need-to-know Thu, 17 Jul 2025 09:00:01 -0400 On March 12, 2025, the U.S. Securities and Exchange Commission (“SEC”) issued guidance via a no-action letter that significantly eases the path for private equity sponsors to use general solicitation in private offerings. Through a no-action letter, the SEC confirmed that sponsors relying on Rule 506(c) of Regulation D can now satisfy investor verification requirements with far less documentation, provided they set a sufficiently high minimum investment threshold and obtain basic written confirmations from investors.

For middle market sponsors, this development ...

]]> FinCEN Significantly Narrows Corporate Transparency Act Reporting Obligations  https://www.chamberlainlaw.com/us-business-and-international-tax-developments/fincen-significantly-narrows-corporate-transparency-act-reporting-obligations-with-interim-final-rule-99-of-entities-originally-subject-to-the-cta-relieved-of-obligations Jack Najarian, Habeeb "Hobbs" I. Gnaim, William Cowan, Luz E. Villegas-Banuelos us-business-and-international-tax-developments/fincen-significantly-narrows-corporate-transparency-act-reporting-obligations-with-interim-final-rule-99-of-entities-originally-subject-to-the-cta-relieved-of-obligations Wed, 26 Mar 2025 09:00:02 -0400 The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a significant interim final rule that substantially narrows reporting obligations under the Corporate Transparency Act (CTA). Effective as of March 21, 2025, U.S. companies and U.S. persons are exempt from reporting beneficial ownership information (BOI) to FinCEN.

Background and Recent Developments:

In recent months, the CTA's reporting requirements have been subject to significant legal challenges and shifting enforcement policies. Previously, nationwide injunctions ...

]]> Corporate Transparency Act Reporting Obligations Reinstated, With March 21 Deadline and Possible Further Changes https://www.chamberlainlaw.com/us-business-and-international-tax-developments/corporate-transparency-act-reporting-obligations-reinstated-with-march-21-deadline-and-possible-further-changes Jack Najarian, Habeeb "Hobbs" I. Gnaim, William Cowan, Luz E. Villegas-Banuelos us-business-and-international-tax-developments/corporate-transparency-act-reporting-obligations-reinstated-with-march-21-deadline-and-possible-further-changes Thu, 20 Feb 2025 09:00:03 -0500 A recent court ruling has once again reinstated the Corporate Transparency Act (CTA) beneficial ownership information (BOI) reporting requirements. On February 17, 2025, the U.S. District Court for the Eastern District of Texas in Smith v. United States Department of the Treasury lifted the injunction that had been blocking enforcement of the CTA. Following this decision, the Financial Crimes Enforcement Network (FinCEN) announced that the new filing deadline for most reporting companies is now March 21, 2025.

While CTA reporting requirements are officially back in effect ...

]]> Employer Reporting Improvement Act https://www.chamberlainlaw.com/us-business-and-international-tax-developments/employer-reporting-improvement-act Scott A. Augustine, Jack Najarian, Joshua A. Sutin, Leo Unzeitig, Jeffrey M. Della Rocco, Keegan McCaster us-business-and-international-tax-developments/employer-reporting-improvement-act Wed, 19 Feb 2025 09:00:04 -0500 The Employer Reporting Improvement Act (the “Act”) has filled a glaring hole in the realm of Affordable Care Act (“ACA”) compliance.[1] In its previous form, there was no discernable statute of limitations for the lookback period in which the Internal Revenue Service (“IRS”) could audit an employer’s treatment of “employer shared responsibility payments.” This left employers susceptible to surprise assessments for years following an incorrect disclosure. The Act has cleaned this up by explicitly providing for a six-year lookback period under Section 6065 ...

]]> Corporate Transparency Act Compliance Remains Voluntary Despite Supreme Court Action https://www.chamberlainlaw.com/us-business-and-international-tax-developments/corporate-transparency-act-compliance-remains-voluntary-despite-supreme-court-action William Cowan, Habeeb "Hobbs" I. Gnaim, Jack Najarian, Luz E. Villegas-Banuelos us-business-and-international-tax-developments/corporate-transparency-act-compliance-remains-voluntary-despite-supreme-court-action Mon, 27 Jan 2025 09:00:05 -0500 Although the U.S. Supreme Court recently lifted the nationwide injunction in Texas Top Cop Shop, Inc. v. McHenry, companies are still not required to comply with the reporting requirements under the Corporate Transparency Act (“CTA”). A separate nationwide injunction issued in Smith, et al. v. U.S. Department of the Treasury remains in effect, blocking enforcement of the CTA’s reporting requirements. As clarified on the Financial Crimes Enforcement Network’s (“FinCEN”) website, compliance remains voluntary while the Smith injunction is in place.

Recent ...

]]> The Corporate Transparency Act Heads to the Supreme Court https://www.chamberlainlaw.com/us-business-and-international-tax-developments/the-corporate-transparency-act-heads-to-the-supreme-court William Cowan, Jack Najarian us-business-and-international-tax-developments/the-corporate-transparency-act-heads-to-the-supreme-court Mon, 06 Jan 2025 09:00:06 -0500 The legal battle over the Corporate Transparency Act (CTA) continues, now before the U.S. Supreme Court. On December 31, 2024, the U.S. Department of Justice (DOJ) filed an emergency application to stay the nationwide injunction issued by the Eastern District of Texas. This injunction currently halts enforcement of the CTA and its beneficial ownership information (BOI) reporting requirements, leaving businesses in a state of uncertainty.

The Legal Battle So Far

The CTA has been subject to a series of back-and-forth rulings:

  • December 3, 2024: The Eastern District of Texas issued a ...
]]> Corporate Transparency Act Update—Injunction Reinstated and Reporting Requirements Suspended; Companies May Voluntarily Comply https://www.chamberlainlaw.com/us-business-and-international-tax-developments/corporate-transparency-act-update-injunction-reinstated-and-reporting-requirements-suspended-companies-may-voluntarily-comply Jack Najarian, Habeeb "Hobbs" I. Gnaim, William Cowan, Luz E. Villegas-Banuelos us-business-and-international-tax-developments/corporate-transparency-act-update-injunction-reinstated-and-reporting-requirements-suspended-companies-may-voluntarily-comply Fri, 27 Dec 2024 09:00:07 -0500 On December 26, 2024, the Fifth Circuit Court of Appeals vacated its December 23, 2024 stay of the preliminary injunction against the Corporate Transparency Act (CTA), reinstating the nationwide injunction issued by the Eastern District of Texas. As a result, reporting companies are once again not required to file Beneficial Ownership Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN) while the injunction remains in effect. FinCEN has issued a statement confirming this development, and reiterating, consistent with its position prior to the ...

]]> Corporate Transparency Act Update—Deadline Extended Following Fifth Circuit Decision to Lift Injunction https://www.chamberlainlaw.com/us-business-and-international-tax-developments/corporate-transparency-act-update-deadline-extended-following-fifth-circuit-decision-to-lift-injunction Jack Najarian, Habeeb "Hobbs" I. Gnaim, William Cowan, Luz E. Villegas-Banuelos us-business-and-international-tax-developments/corporate-transparency-act-update-deadline-extended-following-fifth-circuit-decision-to-lift-injunction Thu, 26 Dec 2024 09:00:08 -0500 On December 23, 2024, the Fifth Circuit Court of Appeals granted the government’s emergency motion to lift the nationwide injunction against the Corporate Transparency Act (CTA). This decision reinstates the CTA’s reporting requirements for beneficial ownership information (BOI). In response, the Financial Crimes Enforcement Network (FinCEN) has issued new guidance, including extended filing deadlines to account for the time the injunction was in effect.

Key Update from FinCEN – Extended Filing Deadlines

  • Pre-2024 Reporting Companies: Entities created or ...
]]> Corporate Transparency Act Enjoined https://www.chamberlainlaw.com/us-business-and-international-tax-developments/corporate-transparency-act-enjoined us-business-and-international-tax-developments/corporate-transparency-act-enjoined Mon, 09 Dec 2024 09:00:09 -0500 With the year-end deadline looming for more than thirty million entities to file beneficial ownership information (“BOI”) reports with the Financial Crimes Enforcement Network (“FinCEN”) under the Corporate Transparency Act, 31 U.S.C. § 5336 (the “CTA”), a significant development has occurred. On December 3, 2024, a federal district court in the Eastern District of Texas issued a nationwide injunction on the CTA and its filing deadline in Top Cop Shop v. Garland et al., Case No. 4:24-cv-00478.

What Does this Ruling Say?

The CTA is preliminarily enjoined and cannot be ...

]]> Corporate Transparency Act Declared Unconstitutional by Federal District Court; Awaiting Further Guidance https://www.chamberlainlaw.com/us-business-and-international-tax-developments/corporate-transparency-act-declared-unconstitutional-by-federal-district-court-awaiting-further-guidance C. Larry Carbo, III, Jack Najarian us-business-and-international-tax-developments/corporate-transparency-act-declared-unconstitutional-by-federal-district-court-awaiting-further-guidance Wed, 06 Mar 2024 09:00:10 -0500 The United States District Court for the Northern District of Alabama - Northeastern Division has issued a ruling declaring the Corporate Transparency Act (CTA) unconstitutional. As a result, the federal government is permanently enjoined from enforcing the CTA against the named plaintiffs, the National Small Business United d/b/a the National Small Business Association, et al., who challenged the law.

This decision may impact the enforcement of the CTA, and brings into question whether Beneficial Ownership Information reports should be filed by companies with FINCen within ...

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