Articles
CTA Appears to Go Quietly Away – For the Most Part: Reporting Is Likely Off Your To-Do List
After a slow start, the Corporate Transparency Act ("CTA") and its companion, the Beneficial Ownership Information Report ("BOIR"), appear to have fizzled out for most companies. The BOIR reporting requirement was intended to extend the Anti-Money Laundering Act's...
Fifth Circuit Renews Injunction Against Enforceability of the CTA
Who's on First? Abbott and Costello Routine Revived for Corporate Transparency Act Much like the beloved and timeless zaniness of the old Abbott and Costello "Who's on First?" routine, the U.S. Fifth Circuit Court of Appeals has reversed a different panel of that...
The Corporate Transparency Act is Back On
Fifth Circuit Court of Appeals Stays Texas Court's Nationwide Preliminary Injunction; Beneficial Ownership Information Reports Due as Early as January 13, 2025 On Tuesday, December 3, 2024, in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al., No....
Texas Court Taps Brakes on Corporate Transparency Act and Year-End Filings
After months of getting the word out about the Corporate Transparency Act ("CTA"), the U.S. District Court for the Eastern District of Texas issued a nationwide injunction against enforcement of the CTA and relieving reporting companies from filing the Beneficial...
Paid to Vote? Maybe in Missouri and Illinois
Missouri and Illinois have deemed voting to be such an important civic duty that each state has protected an employee’s right to have sufficient time to vote. Missouri law provides for three contiguous hours, while Illinois law requires two contiguous hours, between...
Anti-Money Laundering Comes to Main Street
The Corporate Transparency Act (“CTA”) was placed on the federal government’s books on January 1, 2021. The intent was to restrict, if not eliminate, those opportunities for criminals, Russian oligarchs, terrorists, and other bad actors to fund their illicit activity by hiding and moving money through anonymous shell companies and other corporate structures here in the United States.
Breaching Fiduciary Duties in LLCs: Did the Bad Actor Really Expect a Different Outcome?
From my vantage point, there are close calls, and then there aren't. This is a story where the facts and arguments point, indisputably, to the issue not being even remotely close when viewed from the reasonable person standard. In a recent case involving two subjects...
Wayfair Tax Supports Tax Fairness
The Chesterfield Regional Chamber of Commerce (Chesterfield, Missouri) was asked to weigh in on the issue of the City of Chesterfield applying sales taxes to online purchases from out-of-state vendors. First, a little history. For decades, the United States Supreme...
Corporation vs. LLC – Is the Decision Any Clearer?
For years, it seems that choice of entity has been given, at best, only passing attention. While everyone contemplating starting a business has heard of corporations, that entity is viewed as their father’s entity, not the newer, hipper limited liability company...
The Devil’s (Still) in the Details: Deadlines and Liquidated Damages Clauses
A recent case out of Illinois illustrates the danger of failing to keep track of deadlines, and expounds on the purpose of liquidated damages. The facts of the case are rather straightforward, but the results surely must have stung for one of the parties. A contract...
The Presidential Directive Regarding Payroll Tax Deferral: Who’s Left Holding the Bag in 2021?
On Saturday, Aug. 8, 2020, President Donald Trump issued a presidential memorandum (not an executive order, as reported in the popular press) suggesting deferral of the employee portion of FICA taxes from Sept. 1, 2020, through the end of 2020. The full text of...
Resources for Navigating the Impact of the Coronavirus
These are trying times for employees and employers alike in just about every industry imaginable. Disrupted work, adjusting to work from home (for the lucky ones!), uncertainty about how long stay-at-home and social distancing orders will last, outright business...