Public Companies

The Corporate Transparency Act (CTA) requires all corporations, limited liability companies, limited partnerships, and many other entities created or registered to do business in any U.S. state to file a beneficial ownership interest report (BOI Report) with the U.S. Financial Crimes Enforcement Network (FinCEN). The BOI Report includes the ultimate beneficial owners of the entity…

Last month, the 5th U.S. Court of Appeals ruled in the SEC’s favor in a lawsuit brought by the National Center for Public Policy Research (the “Center”).  The Center had submitted a shareholder proposal to The Kroger Company seeking to address what the Center described as “blatant leftwing actions” and seeking a report on…

It is no secret that the incoming Republican Administration has been skeptical of the federal government’s climate change measures, which brings further uncertainty to the SEC’s new climate change rules (the “Rules”).  To be sure, there was already uncertainty surrounding litigation in the 8th U.S. Court of Appeals over the Rules’ validity. 

The new…

Last week, the SEC publicly announced a settled enforcement case against Keurig Dr. Pepper.  The case focused on the company’s disclosure in its annual reports on Form 10-K on whether its K-Cup pods could (or would) be recycled.  The SEC action focused on allegedly incomplete disclosure:  In testing the reliability of recycling K-Cup pods, the…

The deadlines for filing and amending Schedule 13Gs are about to change, and regular 13G amendments will now be due on a quarterly basis instead of annually.

As we discussed in our alert last fall (available here), in October of 2023, the SEC adopted new rules governing beneficial ownership reporting, including accelerating the filing deadlines…

On July 8, 2024, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) released additional FAQs[1] with respect to the beneficial ownership reporting requirements of dissolved entities.  The Corporate Transparency Act requires reporting companies to report to FinCEN information about their beneficial owners and company applicants (a “BOI Report”) and is intended to help prevent and combat money laundering, terrorist financing, tax fraud and other illicit activity. The Beneficial Ownership Reporting Rule (the “BOI Rule”), promulgated by FinCEN in September 2022, establishes the types of entities that are reporting companies and how beneficial owners and company applicants are determined, as well as what information is required to be reported about these entities and individuals.

On June 28, 2024, the U.S. Supreme Court issued a landmark ruling overturning “Chevron deference,” a tool for interpreting ambiguous statutes administered by administrative agencies.  The 40-year-old Chevron doctrine held that, where a court finds a statute to be silent or ambiguous on a particular matter, the court must defer to the relevant agency’s construction of the statute if that construction is “permissible.”  The Supreme Court’s decision in Loper Bright Enterprises v. Raimondo now rejects any such deference to the agency and requires courts to apply their own construction of the silent or ambiguous law, even if the agency’s contrary view is reasonable and “permissible.”

Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also for investment professionals, support staff and others interested in gaining a quick understanding of the recurring trading issues we tackle for clients, along with the solutions and analyses we have developed over our decades-long representation of hedge funds and their managers.

Yesterday, the SEC voluntarily stayed its new ESG disclosure rules for public companies pending the outcome of several lawsuits that have been filed, which are now consolidated in the 8th Circuit US Court of Appeals. We blogged earlier about the emergence of several lawsuits filed in different federal circuits. What does this mean? We believe that it means that the SEC wanted to avoid the delay that could result from extensive briefing on a potential court injunction staying the effectiveness of the rules, and move immediately to the merits, in hopes of resolving the litigation a reasonable period before the first effective date for many companies to begin compliance for their 2025 fiscal years. If the SEC prevails and the matter is resolved on a speedy basis, then the SEC has a chance to move forward with the rules on its original schedule, but the odds of that seem 50-50 at best.