On December 3, 2024, the U.S. District Court for the Eastern District of Texas granted a preliminary, nationwide injunction enjoining the United States federal government from enforcing the Corporate Transparency Act (“CTA”), which includes the reporting of beneficial ownership information (“BOI Report”) to the U.S. Federal Crimes Enforcement Network (“FinCEN”). The court’s reasoning revolved around the constitutionality of the CTA. The immediate impact is that companies are, at least temporarily, no longer required to file a BOI Report with
Continue Reading Corporate Transparency Act Injunction Alert
Business & Corporate Law
Corporate Transparency Act Update

On Tuesday December 3, a Federal District Court for the Eastern District of Texas granted a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act and its Reporting Rule.
This order temporarily suspends the requirement for a reporting company organized before January 1, 2024, to file a Beneficial Owner Information Report with FinCEN by January 1, 2025. It also pauses the 90-day reporting deadline for certain organizations formed between January 1, 2024 and December 31, 2024, as…
Continue Reading Corporate Transparency Act Update
Federal Court Blocks Corporate Transparency Act Enforcement Nationwide
Our firm has been actively communicating with clients regarding – and monitoring multiple lawsuits challenging – the federal Corporate Transparency Act (CTA) ahead of its upcoming Jan. 1, 2025, reporting deadline for entities formed before Jan. 1, 2024.
The CTA requires most entities to report their beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN).
Kelly Gorman, U.W. 2023, is an associate attorney with Fox, O’Neill, & Shannon, S.C., in Milwaukee, where she focuses her practice…
Continue Reading Federal Court Blocks Corporate Transparency Act Enforcement Nationwide
Ding Dong, the CTA is DEAD!

A federal district court in Texas has issued a landmark decision postponing the enforcement of the Corporate Transparency Act (the “CTA”). The Court held that the CTA exceeds Congress’ power and is therefore likely unconstitutional. As a result, reporting companies are no longer required to comply with the CTA’s January 1, 2025, reporting deadline.
As a reminder, the CTA imposed reporting requirements on many small businesses, requiring the “beneficial owners” of reporting companies to submit sensitive information to the…
Continue Reading Ding Dong, the CTA is DEAD!
Contracting for Dispute Resolution After the End of Wisconsin Commercial Courts
In April 2017, the Wisconsin Supreme Court, acting in response to a request of the Business Court Advisory Committee, established a pilot large claim commercial case docket for the assignment of commercial cases. The purposes of the pilot commercial court (which some refer to as the business court) were
to ensure that large claim cases involving Wisconsin employers or businesses, or which involve complicated disputes, are resolved expeditiously and with the least amount of cost so as to (a)…
Continue Reading Contracting for Dispute Resolution After the End of Wisconsin Commercial Courts
A Deep Dive into Wisconsin’s Economic Loss Doctrine
The economic loss doctrine is a judicially created rule that prevents parties from pursuing tort claims, such as negligence or misrepresentation, when the only damages they have suffered are financial in nature and stem from a breach of contract.
The doctrine aims to maintain the distinct boundaries between contract law and tort law, ensuring that contractual remedies are used to address economic losses arising from agreements between parties.
Development Through Case Law
Wisconsin’s economic loss doctrine is among the…
Continue Reading A Deep Dive into Wisconsin’s Economic Loss Doctrine
IRS Invalidates Discounts Used in an FLP Formed Shortly Before Death
The recent Tax Court case Estate of Anne Milner Fields v. Commissioner underscores the risks involved when transferring assets to a family limited partnership or family limited liability company close to death. Approximately a month before Anne Milner Fields died, her great-nephew and agent under her durable power of attorney transferred $17 million of assets to an FLP with himself as the general partner. After her death, Anne’s estate discounted the FLP value on her estate tax return for…
Continue Reading IRS Invalidates Discounts Used in an FLP Formed Shortly Before Death
FTC Files Appeal to Save Noncompete Ban

The Federal Trade Commission (“FTC”) has filed an appeal of the Texas ruling that halted enforcement of the proposed rule banning noncompete agreements (the “Rule”). The Rule, which was set to go into effect last month, has been halted nationwide since August 20, 2024. For more information on the Rule and its effects, see our previous KEW Tip, Last Minute Ruling Saves Noncompetes.
In August, a Texas federal court decided a challenge to the proposed Rule in Ryan LLC,…
Continue Reading FTC Files Appeal to Save Noncompete Ban
Wisconsin Real Estate Board Business Purchase Agreements: Traps for the Unwary
Transaction practice lawyers constantly face a barrage of choices for their legal documentation when trying to provide quality, fast, and efficient legal services to their clients.
Most do not have the luxury of unlimited time and resources to provide these services. Often, practitioners look for existing materials to use as samples for documenting agreements between their clients and opposing parties.
One possible tempting option to address this predicament is to use the so-called real estate practitioner preprinted form agreements…
Continue Reading Wisconsin Real Estate Board Business Purchase Agreements: Traps for the Unwary
Catholic Charities of Wisconsin might be going to the US Supreme Court
The diocese has petitioned for review before the US Supreme Court the Catholic Charities decision by the Wisconsin Supreme Court.
Note: All the filed materials with the US Supreme Court are available at the court’s public docket for this case.
In its decision, Catholic Charities v. LIRC, 2024 WI 13, the Wisconsin Supreme Court held that non-profit entities affiliated with the diocese (but not actually funded by the diocese) were not exempt from paying unemployment taxes…
Continue Reading Catholic Charities of Wisconsin might be going to the US Supreme Court
Breaking Bond – Why Withdrawal Coverage Matters For Your Distillery
As an extension filer for almost the entirety of my adult life, I’m all too well aware that while the US Treasury might give you an extension on the time to file, there is never an extension of the time to pay your taxes. This applies to income tax and excise tax – and if you’re a distillery that is subject to a bond requirement because your excise tax remittances and production volumes are high enough, ensuring you have…
Continue Reading Breaking Bond – Why Withdrawal Coverage Matters For Your Distillery
Succession Planning for Ambulatory Surgery Centers and Their Physician Investors
“If I have seen further, it is by standing on the shoulders of Giants,” said Sir Isaac Newton of the contributions his predecessors made to his own work.1
The same might be said by a young physician today, reflecting on the legacy of those who pioneered the free-standing ambulatory surgery center (ASC), just over 50 years ago. Little could those early innovators imagine the complexity and scope of the procedures now performed in this type of facility.
As…
Continue Reading Succession Planning for Ambulatory Surgery Centers and Their Physician Investors
Breaking News: Noncompete Ban Not Dead Yet!
As you know, the Federal Trade Commission (FTC) previously issued a rule that would ban most employee noncompetes throughout the United States. See our previous updates NLRB Seeks Aggressive Enforcement Against Employers for Unlawful Non-Compete and “Stay-or-Pay” Provisions, Breaking News: Federal Court Halts FTC Noncompete Ban, The FTC’s Ban on Noncompetes Remains Imminent for Most Employers as Legal Challenges Continue, and Breaking News: FTC Finalizes Nationwide Noncompete Ban. However, a few weeks prior to the…
Continue Reading Breaking News: Noncompete Ban Not Dead Yet!
Reminder: CTA Filing Deadline Looming

The Corporate Transparency Act (CTA) remains in effect, and, as a result, many entities are required to submit filings to the federal government by the January 1, 2025, deadline. A failure to timely file may result in civil and criminal penalties.
Under the CTA, a “reporting company” must file a Beneficial Ownership Information Report (“BOIR”) with the Financial Crime Enforcement Network. The BOIR discloses personal information about the “beneficial owners” of the reporting company and business information about the…
Continue Reading Reminder: CTA Filing Deadline Looming
Changes to Delaware Law for Mergers and Acquisitions – Will Wisconsin Follow Suit?
As a result of key cases decided in recent years by the Delaware Chancery Court, the Delaware legislature adopted new statutes, which were signed into law by the Governor of Delaware. A Foley & Lardner article in its corporate governance blog details the adoption and considerations related to the cases and the new law. Summary of Cases and Statutes in Delaware Clyde Tinnen, Columbia 2006, is a partner in the Milwaukee office of Foley & Lardner LLP.
Continue Reading Changes to Delaware Law for Mergers and Acquisitions – Will Wisconsin Follow Suit?
Filing Obligations and Deadlines for The Corporate Transparency Act

There are impending deadlines under The Corporate Transparency Act (the “CTA”), which is a new Federal law that will impact almost all closely-held entities, such as LLCs, corporations, and limited partnerships.
For more information about the CTA, please read our previous Legal Update: What You Need to Know About The Corporate Transparency Act.
Filing Obligations and Deadlines
Entities formed before January 1, 2024, must file their initial report by January 1, 2025. For entities formed on or after…
Continue Reading Filing Obligations and Deadlines for The Corporate Transparency Act