Business Transactions Blog

With the holidays quickly approaching, so is an important regulatory requirement that likely affects your business. The deadline for filing Beneficial Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN) for entities formed before January 1, 2024, is January 1, 2025. Before commencing your New Year’s Eve celebration, be sure to file your BOI...

With Donald Trump’s 2024 U.S. election win and the Republican’s win of the House of Representatives, several changes to tax laws are anticipated as Trump takes office. These proposals particularly focus on the Tax Cuts and Jobs Act of 2017 (“TCJA”) as many provisions are set to expire. Below are some of the proposed changes...

Donald Trump’s 2024 presidential election win is expected to bring significant changes to both the Securities and Exchange Commission (“SEC”) and securities law broadly. Expected changes include a less aggressive regulatory environment, an undoing of many Biden led regulations, new SEC leadership, and new regulation for digital assets. SEC Leadership Changes One of Trump’s many...

As the regulatory environment around cryptocurrency and digital assets continues to evolve, the SEC’s scrutiny over digital assets has intensified. Companies in this space have become the subject of numerous recent enforcement actions signaling the need for businesses to ensure compliance with securities law for both their business and those businesses they’re working closely with. ...

After determining whether to structure a capital raise under Rule 506(b) or 506(c) of Regulation D, issuers of private funds or syndications must next consider which exemption to use under the Investment Company Act. The Investment Company Act requires “investment companies” to register with the Securities and Exchange Commission. Registration results in additional regulatory requirements...

Once a private securities offering is ready to launch, issuers and fund managers must tackle the challenge of raising capital. Registered broker-dealers play a significant role in securities offerings by connecting issuers with potential investors. However, an increasing number of unregistered capital raisers, finders, agents, and individuals with similar titles claim they can assist issuers...

In private fund formation, fund managers face a critical decision: whether to structure their fund as a traditional blind pool fund or a deal-by-deal fund. Each structure offers distinct benefits and challenges, catering to different issuers, investors, and strategies. Understanding the key characteristics, advantages, and disadvantages is crucial for fund managers to select the vehicle...

Yesterday, a significant win for private fund managers emerged from the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit“) when a three-judge panel unanimously overruled the Security and Exchange Commission’s (“SEC“) private fund rules passed in August (“Private Fund Rules“). These rules expanded oversight over private funds by restricting certain activities, prohibiting preferential...