Insights

Beginning March 18, 2026, amendments to Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) will require directors and officers of foreign private issuers (“FPIs”) to file the same insider ownership and transaction reports that apply to insiders of many U.S. domestic issuers. The change applies regardless of whether the covered individuals…

Client Alerts | January 16, 2026 | Investment Management | Mergers & Acquisitions | Securities and Corporate Finance | Special Situations and Credit

A Texas bankruptcy judge has ruled that a post-confirmation litigation trust has no obligations under a litigation funding agreement that had been completely drawn down because the litigation trustee was not authorized to obtain litigation funding. The decision, In re Fresh Acquisitions, LLC, demonstrates the uncertainties in post-confirmation estate administration and serves as a warning…

Client Alerts | September 2, 2025 | Creditors’ Rights and Bankruptcy Litigation | Securities and Corporate Finance

On March 12, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (“SEC”) issued a no-action letter (the “No-Action Letter”) which clarifies that issuers may generally rely on certain minimum investment levels — principally $200,000 for natural persons and $1 million for legal entities — and related investor representations to verify…

Client Alerts | March 25, 2025 | Hedge Funds | Private Capital | Securities and Corporate Finance

On December 3, 2024, a Federal District Court in Texas issued a nationwide preliminary injunction blocking the enforcement of the Corporate Transparency Act (the “CTA”). Prior to the injunction, the CTA required certain privately owned entities (“reporting companies”) to report information regarding the entities themselves and the individuals who, directly or indirectly, exercise “substantial control” over…

Client Alerts | December 6, 2024 | Estate Planning and Administration | Business Advice and Planning | Acquisitions and Sales | Securities and Corporate Finance

The U.S. Corporate Transparency Act (“CTA”) requires certain privately owned entities to report information about the people who control them (their “beneficial owners”) to the Financial Crimes Enforcement Network of the U.S. Department of the Treasury (“FinCEN”). The CTA rules generally apply to privately owned limited liability companies (LLCs), limited partnerships (LPs), corporations and other…

Client Alerts | June 12, 2024 | Estate Planning and Administration | Business Advice and Planning | Acquisitions and Sales | Securities and Corporate Finance

On January 1, 2024, the Beneficial Ownership Information (“BOI”) reporting requirements under the federal Corporate Transparency Act (“CTA”) are scheduled to go into effect.  The new rules represent a fundamental shift in the U.S. disclosure regime for privately held companies. The CTA A part of Congress’s historic bipartisan National Defense Authorization Act of 2021, the…

Client Alerts | December 5, 2023 | Estate Planning and Administration | Business Advice and Planning | Acquisitions and Sales | Securities and Corporate Finance

On October 10, 2023, the Securities and Exchange Commission (the “SEC”) announced the adoption of amendments first proposed on February 10, 2022 to Regulation 13D-G and Regulation S-T of the Securities Exchange Act of 1934 (the “Exchange Act”). As described below and as summarized in the chart below, the amendments accelerate the filing deadlines for Schedules…

Client Alerts | October 12, 2023 | Investor Activism | Securities and Corporate Finance