Monday, December 30, 2024

The Corporate Transparency Act- To File or Not to File….That is the Holiday Question?

By: Amanda Messa, General Counsel, LEMOINE

UPDATE:  The Holiday Fun Continues….For Now

Just when we thought all hope for a peaceful beginning to 2025 was lost….a different Fifth Circuit panel has come to the rescue – On December 26, 2024, the U.S. Court of Appeals for the Fifth Circuit entered an order that has the effect of again prohibiting the enforcement of the Corporate Transparency Act (CTA) and staying all CTA filing deadlines.  As part of its ruling, the Fifth Circuit panel said it was taking such action in order to preserve the constitutional status quo while the court considers the parties’ substantive arguments in an expedited appeal.  The Fifth Circuit has issued an expedited briefing schedule and oral argument is currently scheduled for March 25, 2025.

Stay tuned for further litigation developments – and make sure you’ve gathered the information required to file if the injunction is once again lifted.

ORIGINAL POST:  In early December, we were given what many viewed was an early Christmas present from the U.S. District Court for the Eastern District of Texas – a beautiful and shiny nationwide preliminary injunction halting ALL deadlines and filing requirements under the Corporate Transparency Act ("CTA").  In the weeks following the issuance of the injunction, you could almost hear the joy of in-house lawyers as they sighed a sigh of relief and scratched that item from their long and never-ending to do lists.  Unfortunately, the holiday story doesn’t end there.  Much to the chagrin of many business owners and certainly some in-house lawyers too, on December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit got an idea – an awful idea – when the Court granted a stay of the preliminary injunction enjoining the CTA entered in the case of Texas Top Cop Shop, Inc. v. Garland

As it currently stands, in addition to our other responsibilities in the New Year, it appears we will need to get back to analyzing the 23 exemptions under the CTA to determine if a filing will be required for our reporting companies in early January 2025.     

Below is a summary of the revised deadlines as posted on FinCEN’s website:

  • Reporting companies that were created or registered prior to January 1, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025.)
  • Reporting companies created or registered in the United States on or after September 4, 2024 that had a filing deadline between December 3, 2024 and December 23, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN.
  • Reporting companies created or registered in the United States on or after December 3, 2024 and on or before December 23, 2024 have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.
  • Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.
  • Reporting companies that are created or registered in the United States on or after January 1, 2025 have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

The legal battles and holiday fun surrounding the CTA are not over.  As a result, we will all need to continue to monitor for additional updates and guidance from FinCEN or a superseding order from the courts as a result of the ongoing litigation.  One final (and hopefully helpful) holiday tip – FinCEN has developed a fairly comprehensive Frequently Asked Questions page that is a good resource as you run into questions related to these filings:

https://fincen.gov/boi-faqs

Happy Holidays!

Monday, December 9, 2024

 2024 FALL MEETING TAKEAWAYS

By: Carl J. Circo

The Fall Meeting featured and focused on construction design. While the program was packed with great information, material, and networking opportunities, here were my main highlights:

  • Diversity & Inclusion Breakfast—Carla Swickerath (Studio Libeskind) spoke passionately about architectural responses to several tragedies, including the antisemitic murders at the Tree of Life Synagogue in Pittsburgh and the September 11th attack at the World Trade Center. The presentation demonstrated (quite literally) how design can be healing at a powerful symbolic level. It served as a reminder that the practice of architecture matters far beyond any of its legal aspects.
  • Plenary1, "Design: Where it All Begins"—This session reinforced the importance of understanding the different perspectives of each project participant, beginning with the earliest stages of the design process, and reiterated that simply listening is every bit as important as demonstrating technical skills.
  • Plenary 2, "Less than Perfection: Demystifying the Standard of Care for Design Professionals"—This session examined the important relationship between a design professional's contractual standard of care and professional liability insurance.
  • Plenary 3, "Leave it to the Professionals: Why Construction Administration Services Should Not be Optional"--This  presentation focused upon the design professional's responsibilities for document review (e.g., submittals, change orders, requests for information) and the importance of the design professional's role in observing the work and assisting in the payment process, with claims and disputes, confirming and ruling upon substantial completion, and project closeout and final completion.
  • Division 6 & 11 lunch program—This program offered practical information, tips, and best practices focused on using AI technology for compliance with wage-theft laws.
  • Workshop A: "Best Practices for Negotiating Design Contracts"—This workshop provided practical tips and consideration relating to, among other design-specific issues, treatment and handling of IP licenses, and warranty, payment, and indemnification practices.
  • Plenary 4, "Viewing the Design-Build Process and Contractual Concerns Through the Eyes of the Project Participants"—This session offered helpful insights regarding the ever-emerging project delivery method referred to as progressive design-build, dispute resolution, and the importance of the keystone construction project principle of maintaining collaborative relationships to successfully and productively manage design-build projects.
  • Plenary 5, "The Impact of BIM on Design and Construction: Legal and Practical Perspectives"—This program covered the critical legal issue surrounding the movement toward designating a BIM document as a contract document. Beyond this, the session explored different levels of development in BIM models and the importance of a BIM execution plan.
  • Plenary 6, "AI in Construction: Navigating Legal & Ethical Terrains"—This session reviewed relevant aspects of the ABA’s Model Rules of Professional Conduct and emphasized AI challenges with respect to privacy and confidentiality. The session also covered project-specific practical matters related to AI (e.g., the benefits of AI for project productivity and for managing schedule and budget).


     PITTSBURGH FORUM SOCIAL WRAP-UP

By: Amanda Messa

While Pittsburgh may be commonly referred to as the “Steel City” for its dominant role in the history of the U.S. steel industry, from October 23-25, 2024, Pittsburgh became known as Division 11’s “Social City” providing us unique and memorable experiences as part of the annual Fall Meeting.   For many of us, it was our first trip to Pittsburgh but I feel confident after experiencing all the city had to offer in terms of food, drinks and even a little last minute sports entertainment, it won’t be our last.  We certainly started things off on an elevated note with our Division 11 dinner at Monterey Bay Fish Grotto where we experienced the most scenic Pittsburgh view paired with an outstanding culinary experience.  We left dinner full – not only from the unique seafood dishes served – but also, the meaningful and interesting discussions we got to have with our fellow Division 11 members that evening.  We covered everything from legal department structures to artificial intelligence.  And to top it all off, we got to celebrate when I got the exciting news at dinner my son made the middle school basketball team.

In addition to our Division 11 dinner, there were opportunities throughout the week for networking with Division 11 members at the hotel bar – During some of those networking sessions, I was even able to elicit some “fun facts” about our members.  As it turns out, we have a former college mascot among us (Geaux Tigers!) – we’ve got a member who grew up with lions, a member who can ski 34+ miles at over 58 mph and someone who has literally saved two lives.  Rumor has it if you come to our next meeting in Tampa, you can meet these fascinating members too.

On our second day in Pittsburgh, we attended sessions and got to cheer on two of our very own Division 11 members – Jimmy Germano’s plenary panel educated us on approaches for design professionals providing Construction Administration services and Shelby Skeabeck brought industry experts together at our lunch meeting to discuss a Davis-Bacon related app that helps contractors with compliance issues.  Later that evening, thanks to a last minute suggestion from Jon Walden, a small but mighty group of Division 11 members (and some additional recruits from other Divisions) got to cheer on Pittsburgh as they pulled off a huge win against Syracuse.

If you missed out on Pittsburgh, don’t worry because there are more great opportunities to socialize with Division 11 just around the corner- we can’t wait to see everyone in Tampa and Austin!











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