Insights

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

This newsletter briefly highlights certain tax issues and planning that fund managers and high-net-worth individuals should consider (or reconsider) before and shortly after the end of 2024. With Republicans winning control of the Presidency, House and Senate and lower expectations that taxes will be increased in 2025, there is less urgency to plan for year-end…

Client Alerts | December 5, 2024 | High Net Worth Individual Planning

The IRS recently released Revenue Procedure 2024-40, which announced 2025 annual inflation adjustments for various tax provisions. Effective January 1, 2025, the estate and gift tax basic exclusion amount and the generation skipping transfer (“GST”) tax exemption are scheduled to increase from $13,610,000 to $13,990,000. This is an increase of $380,000 per person or $760,000…

Client Alerts | October 25, 2024 | Estate Planning and Administration

FTC Noncompete Ban Blocked On August 20, 2024, the U.S. District Court for the Northern District of Texas struck down the Federal Trade Commission’s (FTC) rule imposing a near-total nationwide ban on noncompete clauses set to go into effect on September 4, 2024 (the “Effective Date”). The Court set aside the rule and nullified its…

Client Alerts | August 27, 2024 | Employment Litigation | Risk Management

Fund managers may be required to file Treasury International Capital (“TIC”) Form SHL, Report of Foreign-Residents’ Holdings of U.S. Securities, Including Selected Money Market Instruments (SHL (2024)) by August 30, 2024, based on the fair value (determined as of June 28, 2024) of certain U.S. securities issued to foreign persons. This client alert focuses on…

Client Alerts | August 7, 2024 | Hedge Funds | Private Equity Funds

The U.S. Department of Labor (the “DOL”) recently amended the qualified professional asset manager (“QPAM”) exemption. The QPAM exemption is commonly relied on by fund managers that manage “plan assets” either through separately managed accounts or funds that exceed the 25% benefit plan investor test. If a manager is a QPAM, then certain transactions that…

Client Alerts | August 5, 2024 | Hedge Funds | Private Equity Funds

As explained below, the effective date of the Federal Trade Commission’s (“FTC”) rule banning the use of post-employment noncompete agreements has been stayed indefinitely by a federal court in Dallas, pending a final ruling on the merits. Eighteen months ago, we first reported on the FTC’s proposed rule-making that would enact a comprehensive nationwide ban…

Client Alerts | July 8, 2024 | Employment Litigation | Risk Management

In an important new decision, the Supreme Court, in SEC v. Jarkesy, recently held that when the SEC seeks civil penalties against a defendant for securities fraud, the Seventh Amendment applies and the defendant is entitled to a jury trial in federal court.  Chief Justice Roberts delivered the Court’s opinion, with a dissent by Justice…

Client Alerts | July 3, 2024 | Commercial and Corporate Litigation | Risk Management | Regulatory Defense

The SEC has continued and expanded its focus on violations of Rule 21F-17 of the Securities Exchange Act of 1934 (i.e., the whistleblower protection rule). The SEC began actively enforcing the whistleblower protection rule many years ago, although enforcement actions in late 2023 reflected an intensified focus on whistleblower protections in separation agreements and other…

Client Alerts | June 25, 2024 | Hedge Funds | Investment Management | Private Equity Funds

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