Corporate News: A Legal Update

On April 12, 2024, the United States Supreme Court issued a unanimous ruling in Macquarie Infrastructure Corp. et al v. Moab Partners, L.P., et al. which held that omissions, by themselves, are not subject to private rights of action under Rule 10b-5, but omissions can support an action if they make other statements materially misleading.

The Division of Enforcement (“Division”) for the Securities and Exchange Commission (“SEC”) released the 2024 Examination Priorities Report (“Report”) highlighting the key areas the Division will examine in 2024.

On March 1, 2024 in the case of National Small Business United v. Yellen 5:22-cv-01448-LCB the U.S. District Court for the Northern District of Alabama declared the Corporate Transparency Act unconstitutional stating in part that it “exceeds the Constitution’s limits on the legislative branch and lacks a sufficient nexus to any enumerated power to be a necessary or proper means of achieving Congress’ policy goals.”

On February 7, 2024 FinCEN issued a Notice of Proposed Rulemaking that would require certain professionals involved in real estate closings and settlements to report information to FinCEN about non-financed transfers of residential real estate to legal entities or trusts. FinCEN’s proposal targets residential real estate transfers considered high-risk for money laundering.

In this day and age, we have a world of resources right at our fingertips, including new ways to access legal matters that would traditionally be handled by an attorney. Like with everything, there are benefits and drawbacks to the accessibility of standardized templates and sample agreements online.

With the advent of the federal Corporate Transparency Act (“CTA”) that begins on January 1, 2024, financial institutions will need to re-think their information and certification requirements for account and loan customers.

The U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) published a Notice of Proposed Rulemaking on September 27, 2023 to amend the final Beneficial Ownership Information (“BOI”) Reporting Rule to extend the deadline from 30 to 90 days following formation or registration for reporting companies created on or after January 1, 2024 to file BOI reports. The purpose of requiring BOI reports, which disclose companies’ beneficial owners to law enforcement agencies, is to help them combat money laundering and other crimes. The purpose for this extension of the filing deadline is to provide additional time for reporting companies to understand the reporting rules and, in turn, increase compliance.

On June 20, 2023, Governor Tony Evers signed 2023 Act 12 (“Act 12”) into law. Notably, Act 12 repeals Wisconsin’s personal property tax. The repeal takes effect on January 1, 2024 and eliminates the time-consuming and costly process for business owners trying to ensure compliance with personal property tax laws. Business owners may also need to review assets previously classified as personal property to determine whether they are now classified as real property.

MGM Resorts is the latest victim of a cyberattack occurring on September 10th, which has set back the gambling and leisure giant substantially, both in terms of business function and income. MGM is not alone. Household names such as Amazon, Facebook, Alibaba, Marriott, and many others have been victimized, as have governments around the world.

“I love you, but you are not serious people.” This is the curse that Logan Roy, the founder and  business titan of Waystar RoyCo, intones to his three stunned children during a poignant family moment. The three siblings (Kendall, Siobhan and Roman) vie for control of Dad’s media empire, and are monsters to each other. Yet, despite the hyperboles and cartoonish nature of the characters, the show reveals essential truths about succession planning for family businesses.