Corporate News: A Legal Update

The Hart-Scott-Rodino (HSR) Act requires parties to a future business sale to disclose information to determine that the transaction does not violate antitrust laws or harm competition. Learn about the new HSR form required as of February 10, 2025

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) announced in a February 19, 2025 alert that the Corporate Transparency Act (CTA) is back in effect. The new deadline for most companies to file beneficial ownership information (BOI) reports is now March 21, 2025.

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) announced in an alert posted on its website on January 24, 2025, that reporting companies under the Corporate Transparency Act (CTA) are not currently required to file beneficial ownership information (BOI) reports, although they are permitted to do so voluntarily.

The U.S. Supreme Court issued an order on January 23, 2025, which provisionally reinstates the Corporate Transparency Act while a legal challenge to it continues.

The United States Court of Appeals for the Fifth Circuit vacated an order that granted the U.S. government’s motion to stay a preliminary injunction, which enjoined enforcement of the Corporate Transparency Act and its requirement that companies file their beneficial ownership information reports. As a result, there are no deadlines currently in place for reporting under the act—at least for now.

Reporting companies are once again required to report their beneficial ownership information to the Financial Crimes Enforcement Network after the U.S. Court of Appeals for the Fifth Circuit lifted an injunction.

On December 3, 2024, in the case of Texas Top Cop Shop v. Garland,  the U.S. District Court of Texas issued a nationwide preliminary injunction of the Corporate Transparency Act (CTA), which prevents the enforcement of the CTA at this time.

You are likely now aware of the Financial Crimes Enforcement Network's (FINCEN) new Corporate Transparency Act in effect as of January 1, 2024, that requires domestic entities (and foreign entities qualified to do business in the United States) to file a Beneficial Ownership Information Report (BOI) with FINCEN. In addition, you are also likely aware of your deadlines for filing these reports and FINCEN's potential fines and possible imprisonment for willfully failing to file or update a BOI. 

Parties to business acquisitions use indemnification clauses to provide security for harm that may result following the closing of the transaction. Indemnification obligations require one party to compensate the other for costs that arise relating to the performance (or lack thereof) of the terms the parties agreed to in the transaction documents.

The United States Supreme Court is set to take on a trademark infringement case that may have a lasting impact on the concept of corporate separateness. In Dewberry Group, Inc. v. Dewberry Engineers Inc., the Supreme Court will decide whether the disgorgement of profits of non-party corporate affiliates is appropriate in calculating damages under federal trademark law (i.e., the Lanham Act). 

In the case, Dewberry Engineers brought suit against Dewberry Group, which had previously gone by the name Dewberry Capital, after it underwent a substantial rebranding. This rebranding ...