Video
Let's talk antitrust: Discussing recent cases and emerging competition issues
Recent cases and judgments have shone a light on some emerging themes and trends that companies will want to consider as part of their risk management framework.
United States | Publication | December 2023
On November 29, 2023, the Financial Crimes Enforcement Network (FinCEN) issued a final rule (Final Rule) extending the period to 90 days for companies formed on or after January 1, 2024, but before January 1, 2025, to file Beneficial Ownership Information Reports (BOI Reports) as required by the Corporate Transparency Act (CTA).
In September of 2022, FinCEN issued a final rule implementing the beneficial ownership reporting requirements of the CTA. The rule implements a reporting regime that goes into effect on January 1, 2024. While it provides numerous exemptions, the rule generally applies to both US entities—corporations, limited liability companies, limited partnerships and similar entities—as well as non-US companies that do business in the US.
Unless exempt, these "reporting companies" must file BOI Reports disclosing their beneficial ownership structures up through ultimate, natural person, beneficial owners as well as those with the power to control the operations of the entity, such as CEOs and COOs. Prior to yesterday's issuance, entities formed or registered on or after January 1, 2024 were required to file BOI Reports within 30 calendar days of notice of their creation or registration. For a more detailed discussion on the reporting requirements and more on our thoughts about how the provisions of the CTA may impact your private investment fund or family office, see our previous article, "What the CTA means for private investment funds and family offices."
The Final Rule grants reporting companies formed on or after January 1, 2024, but before January 1, 2025, an additional 60 calendar days—for a total of 90 days—to make their initial BOI filing. However, as originally promulgated, reporting companies that are created or registered on or after January 1, 2025 will continue to be required to file their BOI Reports with FinCEN within 30 calendar days of their formation or registration.
Reporting companies required to file BOI Reports in 2024 will now have additional time to understand their regulatory obligations and collect the required information. Reporting companies should adopt procedures and provide instruction to the necessary individuals to ensure they understand what materials must be included in BOI Reports. Educational materials and guidance from FinCEN can be found on their website.
Relatedly, in December of 2022, FinCEN issued a notice of proposed rulemaking to address who would be able to access information contained in the BOI database. As of yet, FinCEN has not published a final rule addressing that issue. We will continue to monitor FinCEN's guidance and will release another alert should a final rule be published.
Video
Recent cases and judgments have shone a light on some emerging themes and trends that companies will want to consider as part of their risk management framework.
Publication
After a lacklustre finish to 2022 when compared to the vintage year for M&A that was 2021, dealmakers expected 2023 to see the market continue to cool in most sectors, in response to the economic headwinds of rising inflation (with its corresponding impact on financing costs), declining market valuations, tightening regulatory scrutiny and increasing geopolitical tensions.
Publication
On 18 September 2023, the CMA published its Initial Report (Initial Report) on AI Foundation Models (FM), supplemented in April 2024 with the publication of its “Update Paper” focused on potential antitrust risks associated with FMs and a “Technical Update Report” providing more detail on the development on FMs (collectively the “Reports”). Below, we consider these CMA publications.
Subscribe and stay up to date with the latest legal news, information and events . . .
© Norton Rose Fulbright LLP 2023