Actual vs. Apparent Authority: Limiting Business Liability From Unauthorized Employee Actions

As a business grows and adds new members to the team, it can be difficult to identify what role each person plays and their level of authority. While some have the ability to make important decisions on behalf of the business, others do not—but they may nevertheless have the power to bind the business to obligations the business had no intention of undertaking. As a result, business owners

…
Continue Reading Actual vs. Apparent Authority: Limiting Business Liability From
Unauthorized Employee Actions

On February 21, 2025, the Securities and Exchange Commission (SEC) announced it was dropping its case against Coinbase. Many in the crypto world believe this might represent the beginning of the SEC’s capitulation on its crypto enforcement litigation.
Continue Reading SEC Drops Case Against Coinbase: What Are the Implications for Other
Cryptocurrency Cases With the SEC?

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) announced in an alert posted on its website on January 24, 2025, that reporting companies under the Corporate Transparency Act (CTA) are not currently required to file beneficial ownership information (BOI) reports, although they are permitted to do so voluntarily.
Continue Reading Another Twist in the Corporate Transparency Act Saga: FinCEN Announces That
Ownership Information Reporting Is Not Currently Required

The U.S. Supreme Court issued an order on January 23, 2025, which provisionally reinstates the Corporate Transparency Act while a legal challenge to it continues.
Continue Reading U.S. Supreme Court Provisionally Reinstates the Corporate Transparency Act

The United States Court of Appeals for the Fifth Circuit vacated an order that granted the U.S. government’s motion to stay a preliminary injunction, which enjoined enforcement of the Corporate Transparency Act and its requirement that companies file their beneficial ownership information reports. As a result, there are no deadlines currently in place for reporting under the act—at least for now.
Continue Reading Nationwide Injunction Back in Place for the Corporate Transparency Act

Reporting companies are once again required to report their beneficial ownership information to the Financial Crimes Enforcement Network after the U.S. Court of Appeals for the Fifth Circuit lifted an injunction.
Continue Reading Corporate Transparency Act Deadline Back in Place With FinCEN Deadline
Extensions

On December 3, 2024, in the case of Texas Top Cop Shop v. Garland,  the U.S. District Court of Texas issued a nationwide preliminary injunction of the Corporate Transparency Act (CTA), which prevents the enforcement of the CTA at this time.
Continue Reading Enforcement of the Corporate Transparency Act Suspended by Federal Court’s
Preliminary Injunction

You are likely now aware of the Financial Crimes Enforcement Network’s (FINCEN) new Corporate Transparency Act in effect as of January 1, 2024, that requires domestic entities (and foreign entities qualified to do business in the United States) to file a Beneficial Ownership Information Report (BOI) with FINCEN. In addition, you are also likely aware of your deadlines for filing these reports and FINCEN’s potential fines and possible imprisonment for willfully failing to file or update a BOI. 
Continue Reading You Filed Your Beneficial Ownership Information Report, But Is it Right? An
Analysis of Substantial Control

Parties to business acquisitions use indemnification clauses to provide security for harm that may result following the closing of the transaction. Indemnification obligations require one party to compensate the other for costs that arise relating to the performance (or lack thereof) of the terms the parties agreed to in the transaction documents.
Continue Reading Indemnification Escrow Accounts – What Are They and How Should They Be
Used?

The United States Supreme Court is set to take on a trademark infringement case that may have a lasting impact on the concept of corporate separateness. In Dewberry Group, Inc. v. Dewberry Engineers Inc., the Supreme Court will decide whether the disgorgement of profits of non-party corporate affiliates is appropriate in calculating damages under federal trademark law (i.e., the Lanham Act).  In the case, Dewberry Engineers brought suit against Dewberry Group, which had previously gone by the name Dewberry…
Continue Reading Supreme Court to Consider Corporate Separateness in Calculating Trademark
Infringement Damages

On April 12, 2024, the United States Supreme Court issued a unanimous ruling in Macquarie Infrastructure Corp. et al v. Moab Partners, L.P., et al. which held that omissions, by themselves, are not subject to private rights of action under Rule 10b-5, but omissions can support an action if they make other statements materially misleading.
Continue Reading U.S. Supreme Court: "Pure" Omissions Are Not Actionable Under Rule 10b-5