Business Transactions Blog

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...

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The Social Security Administration (SSA) issues Social Security Numbers (SSNs) and cards to U.S. citizens, immigrant visa holders, and certain nonimmigrant visa holders residing in the U.S. with work authorization from the U.S. Department of Homeland Security (DHS). Applying for an SSN is free.  SSNs are used for reporting earnings and taxes to the IRS,...

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This week, the Securities and Exchange Commission (“SEC“) and the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN“) jointly proposed new legislation requiring exempt reporting advisers and registered investment advisers to adopt written customer identification programs (“Proposed Rule“). Complimenting the February FinCEN proposal to designate advisers as “financial institutions” under the Bank Secrecy...

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On April 23, 2024, by a close 3-2 vote, the Federal Trade Commission (“FTC”) issued a final rule with a retroactive effect banning non-compete clauses nationwide (“New Rule”). Unless legal challenges delay or block enforcement, the New Rule become effective 120 days after publication in the Federal Register. According to the FTC, the New Rule...

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When raising capital, establishing meaningful relationships with investors is essential for success. For private offerings under Rule 506(b) of Regulation D of the Securities Act, this concept is especially imperative. Rule 506(b) exempts issuers of private offerings from the extensive disclosure requirements in public offerings. Unlike Rule 506(c), which permits general solicitation, Rule 506(b) allows...

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In 2023, private equity firms faced significant challenges amidst a static market, soaring inflation, elevated interest rates, and slow deal activity. This confluence of factors resulted in an abundance of dry powder held by private equity firms. Such abundance, coupled with anticipated stabilization in the market and increased demand leaves experts anticipating increased M&A activity...

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At the beginning of the new year, the Corporate Transparency Act (“CTA”) went into effect, burdening 32 million businesses to submit certain beneficial ownership information (“BOI”) in reports filed with the Financial Crimes Enforcement Network (“FinCEN”). You can find a detailed summary of the CTA and BOI reporting requirements here. Many affected parties have voiced...

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There’s quite a bit of confusion around how filing your annual Texas Franchise Tax Public Information Report (“PIR”) with the Texas Comptroller affects your records with the state and control of an entity.  The content of the PIR although reflected in the records of the Texas Secretary of State (“SOS”) does not amend the Certificate...

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