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As previously reported (see CTA client alert), on January 23, 2025, in Texas Top Cop Shop v. Bondi, the U.S. Supreme Court stayed an injunction barring enforcement of the Corporate Transparency Act (CTA), but a different Texas trial court’s injunction remained in place.  On February 18, that second court, in Smith v. United States Department of the Treasury, lifted its injunction against CTA enforcement, relying on the Supreme Court ruling.  Oral argument in Texas Top Cop Shop remains scheduled before the Fifth Circuit on April 1, 2025.Continue Reading Remaining Injunction Pausing Corporate Transparency Act is Lifted; FinCEN Extends General Filing Deadline to March 21; Statute’s Future Remains Uncertain

As of our last client update on the Corporate Transparency Act (CTA) litigation (see CTA client alert), the U.S. Supreme Court, in an 8-1 ruling, lifted a nationwide injunction issued by a Texas trial court in Texas Top Cop Shop v. Bondi that had blocked CTA enforcement, but another nationwide injunction issued by another Texas trial court in Smith v. United States Department of the Treasury continued to stall CTA implementation. Now, the new Trump Administration, in its first formal actions related to the CTA litigations, (i) on February 5, filed a notice of appeal and motion to stay the injunction in Smith, and (ii) on February 7, filed a brief supporting the constitutionality of the CTA in Texas Top Cop Shop. Given the Supreme Court’s decision in Texas Top Cop Shop to lift the injunction against CTA enforcement, we believe the government’s effort to stay the injunction in Smith is likely to succeed.Continue Reading Trump Administration Continues Defense of Corporate Transparency Act, Indicates FinCEN’s Flexibility On Deadlines And Scope

The long and winding road of the Corporate Transparency Act (CTA) litigation (as discussed in our most recent CTA client alert) has taken another turn, and this time companies are driving blind. On New Year’s Eve, the U.S. Department of Justice (DOJ) asked the U.S. Supreme Court to lift the injunction imposed by a Texas court and let the law go into effect while the legal contest over the constitutionality of the law is pending. Yesterday, the U.S. Supreme Court resoundingly agreed with the DOJ. In an 8-1 ruling, the nation’s highest Court lifted the stay on enforcement of the statute. One might assume that the Supreme Court ruling ended the injunction issue, but a separate order issued by a different federal judge in Texas blocking enforcement of the statute nationwide remains in place.Continue Reading U.S. Supreme Court Lifts Initial Injunction Against Enforcement Of Corporate Transparency Act, But A Separate Injunction Continues To Halt Implementation 

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

In 2024, two federal agencies saw challenges to their regulations restricting non-compete agreements, while several states enhanced restrictions or proposed amendments expanding existing non-compete laws. The scope and impact of these developments are likely to be further clarified as legislation and new case law develops.Continue Reading Non-Competes: One Step Forward and Two Steps Back

2025 promises to be another turbulent year for boards of directors. On the heels of a historically unprecedented election, companies are still ramping up compliance with the ambitious agenda of the outgoing administration while simultaneously bracing for the changes promised by the next one. Against that backdrop, colleagues from across Cleary’s offices have zeroed-in on the impact of the issues that boards of directors and senior management of public companies have faced in the past year, as well as on what can be anticipated in the year to come.Continue Reading Selected Issues for Boards of Directors in 2025

On December 26, the U.S. Court of Appeals for the Fifth Circuit vacated the previous grant of a stay of the injunction enjoining enforcement of the Corporate Transparency Act (CTA) and beneficial ownership reporting rule.  As a result, the nationwide preliminary injunction originally granted by the district court is once again in effect pending consideration of the DOJ’s appeal by the Fifth Circuit’s merits panel.Continue Reading Fifth Circuit Reinstates CTA Injunction Pending Oral Arguments in March; FinCEN January 13 Deadline on Hold

In our prior notes of December 4, 9, and 13, 2024, we reported that (1) a district court in Texas issued a nationwide injunction halting implementation of the Corporate Transparency Act (CTA), (2) the Financial Crimes Enforcement Network (FinCEN) acknowledged that companies need not file CTA mandated disclosures while that injunction remained in effect. Subsequently, the U.S. Department of Justice (DOJ) moved to stay the injunction pending appeal. The district court rejected that motion, but on December 23, 2024, the United States Court of Appeals for the Fifth Circuit granted the government’s motion, staying the district court’s injunction and expediting briefing of the appeal. In so doing, the Court concluded that the government had “made a strong showing that it is likely to succeed on the merits in defending CTA’s constitutionality.” In addition, the Court rejected the plaintiffs’ warnings that “lifting the . . . injunction days before the compliance deadline would place an undue burden on them,” reasoning that the plaintiffs filed suit only months ago and the injunction had been in place mere weeks, whereas businesses have had “nearly four years . . . to prepare since Congress enacted the CTA, as well as the year since FinCEN announced the reporting deadline.”Continue Reading Fifth Circuit Pauses District Court CTA Injunction; FinCEN Extends Filing Deadline to January 13, 2025

As outlined in our prior update, on December 3, 2024, a Texas federal district court issued a preliminary injunction that temporarily blocks the Corporate Transparency Act (CTA) and its implementing regulations from taking effect nationwide. Continue Reading DOJ Appeals CTA Injunction; FinCEN Suspends Filing Requirement

We want to make you aware that yesterday, a Texas federal district court issued a nationwide preliminary injunction temporarily blocking the effectiveness of the Corporate Transparency Act (CTA) and its implementing regulations, which require certain companies (including certain non-U.S. companies registered to conduct business in the United States) to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.Continue Reading Federal District Court Enjoins Enforcement of U.S. Corporate Transparency Act

The United Arab Emirates (“UAE”) hosted the 28th United Nations Climate Change Conference (“COP28”). Experts described COP28 as “the most important COP since the Paris Agreement,”[1] partly due to its location in one of the world’s ten largest oil producing countries.[2] With over 95,000 delegates, COP28 was the largest COP conference to date.[3]Continue Reading Green Bonds and Global Pledges: Unpacking COP28’s Impact