Category: Corporate Law

Client Alert: Holiday Surprise: Nationwide Injunction Halts Corporate Transparency Act Enforcement

Authored by Corporate Practice Group partner Lorren Patterson and corporate attorneys Paul-Kalvin Collins and Japera Parker

Introduction

The Corporate Transparency Act (“CTA”) requires most companies—except for certain exempt entities—to disclose their ownership details to the Financial Crimes Enforcement Network (“FinCEN”). A looming January 1, 2025 reporting deadline for entities formed prior to January 1, 2024 had many companies and compliance departments on edge. But mere weeks before this deadline, a federal court issued a nationwide injunction, preliminarily enjoining the CTA’s enforcement and staying reporting requirements. This temporary relief gives businesses that have yet to submit their information to FinCEN a welcome pause, although this could change rapidly depending on the government’s next steps.

In this article, we break down the outcome of the ruling and explain how it could affect your business, whether you have already filed your information with FinCEN or were preparing to do so by the end of the year.

Texas Federal Court Steps in and Gives a (Temporary) Holiday Gift

On December 3, 2024, in Texas Top Cop Shop, Inc., et al. v. Garland, et al., Case No. 4:24-cv-478 (E.D. Tex.), the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporarily prohibiting the enforcement of the CTA and the FinCEN Reporting Rule.

The CTA and Reporting Rule require domestic entities created by the filing of a document with a secretary of state and foreign entities that have registered to do business in the United States (“Reporting Companies”) to file a Beneficial Ownership Information (“BOI”) Report with FinCEN, identifying personal information about the individuals who directly or indirectly own a certain percentage or otherwise control the company, subject to certain exemptions from reporting.

The Court’s decision temporarily halts the CTA’s reporting requirements and enforcement mechanisms for all Reporting Companies across the United States, providing a potential reprieve to approximately 32.6 million entities that were preparing to comply with the January 1, 2025 deadline. Read more.

Partner Michael Hawthorne to Speak on Estate and Business Succession Planning at Strafford CLE Webinar

Michael Hawthorne, partner in Bailey Glasser’s Corporate Practice Group, will be a panelist at Strafford’s CLE Webinar titled, “Estate and Business Succession Planning: Estate and Tax Considerations, Planning Vehicles, Best Practices” on Friday, November 15, 2024, sharing his invaluable experience in leveraging his multi-disciplinary approach in how to grow and successfully implement succession plans.

Mr. Hawthorne is nationally recognized in the areas of corporate law, mergers and acquisitions (M&A), and securities law. He has extensive experience working on securities matters and helps his clients comply with related laws and regulations, and also works with clients involved in complex commercial litigation. Mr. Hawthorne has extensive experience in working with tax laws and how to structure companies and deals to help work with and maximize tax benefits and savings (e.g., tax-free transactions, 1202 benefits, partnership taxation, like-kind exchanges, tax incentives and financings).

Learn more and register for this event here.

BG Welcomes Three New Lawyers to Washington, D.C. Office

Bailey & Glasser, LLP has added three new lawyers to the firm’s Washington, D.C. office. Hallie Arena is the newest member of the Commercial & Environmental Litigation practice group, Allison Bruff has joined the Consumer Litigation practice group, and Japera Parker has joined the firm’s Corporate practice group.

Hallie Arena brings valuable courtroom and legal writing experience in criminal matters and complex civil litigation, having completed a federal clerkship in the United States District Court for the Southern District of West Virginia with the Honorable Judge Joseph R. Goodwin and interned in the same court with Judge Frank W. Volk. As a West Virginia University College of Law graduate, she was a member of the order of the coif and served as the Executive Notes Editor for the West Virginia Law Review. Hallie was also the president of the Sports and Entertainment Law Society, drawing on her prior work for two professional basketball teams, the Atlanta Hawks and the Los Angeles Clippers. While in law school, Hallie also participated as a student practitioner in the United States Supreme Court Clinic.

Allison Bruff brings to the firm considerable experience in the federal judiciary. Before joining Bailey Glasser, she served as a Supreme Court Fellow at both the U.S. Sentencing Commission and the Office of the Counselor to the Chief Justice of the United States. She also worked in the Office of the General Counsel at the Administrative Office of the U.S. Courts, advising the Judicial Conference’s Advisory Committee on Federal Rules of Civil and Criminal Procedure. Additionally, Allison’s experience includes federal clerkships with the Honorable Judge Julia Smith Gibbons of the United States Court of Appeals for the Sixth Circuit and for the Honorable Judge David G. Campbell during his tenure as Chair of the Judicial Conference Committee on Rules of Practice and Procedure. Allison graduated summa cum laude from the University of Mississippi School of Law.

Japera Parker brings a unique background to Bailey Glasser. Her prior legal experience includes positions at major technology companies and top technology/life science law firms. Japera is deeply committed to her community, focusing on creating opportunities for female and underrepresented founders to gain access to essential capital and quality legal guidance, drawing on her personal experience as an entrepreneur for three early-stage companies in the areas of real estate and fashion. Japera is a graduate of the University of Maryland Francis King Carey School of Law, graduating cum laude with certifications in both business law and intellectual property law. Before law school, Japera was an educator and taught middle and high school English before becoming a school director and teacher coach.

We’re excited to welcome our new lawyers to the Bailey Glasser team and look forward to the valuable perspectives and experiences they bring to our firm.

#welcome #corporate #transactional #litigation #consumer #commercial #environmental #baileyglasser

Avoiding a Difficult Corporate Divorce: BG Successfully Reorganizes Media Company

Avoiding a difficult corporate divorce: BG partner Jeff Craven recently served as counsel for the leader of a top D.C. media strategy and public affairs company who wished to buy out her two partners when their vision for the company was no longer aligned, which was complicated because the Operating Agreement didn’t provide sufficient guidance for the “corporate divorce.” A mediation also failed.

Jeff, and lawyers for the other partners, organized a structured process to draft a detailed Letter of Intent which, once executed, was easily converted to a Settlement Agreement and Release. The terms allowed our client to purchase the other two owners’ interests, largely on a deferred basis and with appropriate security devices and reasonable restrictive covenants that gave each party confidence that the longer-term outcome contemplated under the Agreement would be realized.

Through this process, the parties avoided litigation by finding a creative, balanced solution that allowed the parties to divide the assets while maintaining the business’s value.

Jeff Craven commented: “It’s often best to find a way to air out differences and identify counsel who can construct a creative and balanced approach where nobody is entirely happy and each party gives a little, but everyone can point to an important element of the deal that is valuable to them. As with marital assets, finding common ground can be dicey, but by being honest about what’s most (and least) important, creative counsel can help frame a way to divide the assets and craft a path forward so that the value of the business can be maintained, even as its pieces are held separately, and even on a secured debt basis.”

“The alternative, litigation, is almost always more upsetting and expensive. This is also a good reminder for entrepreneurs that having an Operating Agreement that covers the operating of an entity as well as its dissolution (in all of its forms) is a best practice,” he added.

Jeff understands the many lifecycles that companies experience and handles the beginning, middle, and end of many corporate issues. He also regularly acts as a fractional Outside General Counsel for companies who don’t need a full-time in-house counsel yet have sophisticated operations that could use sage corporate counsel.

For more about Jeff, visit here.
#CorporateLaw #CorporateDivorce #BaileyGlasser

Brian Glasser Named a Top 200 Lawyer in America by Forbes

Bailey Glasser founding partner Brian Glasser has been named one of “America’s Top 200 Lawyers” by Forbes in its first-ever elite lawyer list.

Forbes described its criteria as follows: “[t]he elite lawyers on this list were selected through a rigorous, multi-stage process of researching, evaluating and rating thousands of candidates, conducted by an editorial team with broad experience in law practice and the legal marketplace. The result is a collection of top lawyers involved in the most consequential cases, deals or legal trends in recent years . . . . they all share reputations for integrity, records of excellence—and Forbes’ recognition as the best in the business. What follows is a power list of lawyers whose skill, passion and purpose set them apart—for when you or your business need it most.”

In the last two years alone, Brian won a $5 million award against MyPillow CEO and election conspiracist Michael Lindell; helped lead the challenge to Johnson & Johnson’s “Texas Two Step” bankruptcy maneuver on behalf of people injured by J&J’s asbestos-riddled talc products; helped win dismissal of the bankruptcy of 3M subsidiary Aearo Technologies by a federal judge which thereafter resulted in the $6 billion settlement of more than 260,000 lawsuits brought by veterans and U.S. service members alleging that 3M military earplugs caused their hearing loss; and has won tens of millions of dollars for his clients in other lawsuits. He has also led the filing of hundreds of lawsuits on behalf of people abused as minors by the State of Maryland’s juvenile hall facilities via a new law passed in October 2023 that permitted previously time-barred claims by abuse survivors.

Read more here.

Bailey Glasser Announces Elevation of Lorren Patterson to Partner

Bailey & Glasser, LLP is delighted to announce that California and Washington, D.C. corporate attorney Lorren L. Patterson has been elevated to partner. Lorren is a member of our Corporate Practice Group, where she focuses her practice on complex transactions and strategic corporate advice for private and public companies, closely held family offices, state entities, and business owners. Her transactional work involves a variety of corporate and commercial matters, including mergers and acquisitions, commercial contracting, governance, corporate finance, private equity and other business transactions in addition to intellectual property matters.

Lorren has been recognized as a Best Lawyers Ones to Watch in Banking and Finance Law, Closely Held Companies and Family Businesses Law, and Corporate Law in Washington, D.C. in 2024. She was also named a Super Lawyers Rising Star in the District of Columbia in Business/Corporate in 2022 and 2023.

“Congratulations to Lorren on her well-deserved promotion to partner at Bailey Glasser,” said Jonathan Deem, the firm’s Corporate Practice Group Leader. “Lorren has proven to be a key team member of our corporate group on some of our most complicated matters, and she will bring invaluable contributions to the firm and the clients we serve in her new role as a partner.”

Notably, Lorren is a member of the Bailey Glasser team that serves as outside general counsel to the West Virginia Investment Management Board (WVIMB), an independent state entity charged with investing over $25 billion of state and local public moneys. Last year, the team assisted the WVIMB in closing over $900 million in investments held in private equity, real estate, hedge and private credit pools.

To read the full firm announcement, please visit here.

For more about Lorren Patterson, please visit here.

#corporatelaw #businesslaw #newpartner #baileyglasser #welldone

Luke Thomas Joins BG Corporate Practice Group

We warmly welcome new partner Luke Thomas to our Corporate Practice Group. Luke has over 15 years of private practice experience handling both transactional and litigation matters, and joins us after serving as an Associate General Counsel at ASTEC Industries, a publicly traded, billion-dollar international heavy equipment manufacturer. In his new role, Luke is handling a wide range of transactional matters such as mergers and acquisitions, commercial real estate, banking and finance, commercial loans, commercial contracts, private equity, construction contracts and disputes, dealer agreements and disputes, land use and zoning, payment and performance bonds, and health care contracts. He routinely negotiates and drafts multimillion-dollar transactions and has extensive experience leading high-volume transactions.

Read the full announcement and learn more about Luke here.

42 Bailey Glasser Lawyers Named To The Best Lawyers in America & Best Lawyers: Ones To Watch 2024 Guides

Today we announce that 42 Bailey Glasser lawyers have been recognized across various categories (including one as a “Lawyer of the Year”) in the 30th edition of The Best Lawyers in America® and the fourth edition of Best Lawyers: Ones to Watch in America®.

“Lawyer of the Year” honors are awarded annually to only one lawyer per practice area in each region with extremely high overall feedback from their peers, making it an exceptional distinction.

For more, follow this link.

Bailey Glasser Announces New Leadership For Consumer Litigation and Corporate Practice Groups

Bailey & Glasser, LLP is pleased to announce the appointment of two longstanding firm partners to lead its national Corporate and Consumer Litigation practice groups. Jonathan S. Deem is the new Practice Group Leader of Bailey Glasser’s Corporate Group, and Patricia Mulvoy Kipnis our new Consumer Litigation Practice Group Leader.

Jonathan Deem is a partner in the firm’s Washington, D.C. office, where he leads the nationwide corporate team that handles mergers and acquisitions, financial services, corporate finance, tax, and entrepreneurial transactions, including venture capital. Among numerous recognitions, Chambers USA has recognized Jonathan since 2019, with one client stating that “Jonathan is the best I have ever worked with.” The Corporate Practice Group and lawyers on the team are also recognized by Chambers USA and the U.S. News and World Report’s “Best Lawyers” and “Best Law Firm in America.”

Patricia Kipnis is a partner in the firm’s New Jersey and Philadelphia offices where she leads the Consumer Litigation Practice Group. Ms. Kipnis is one of the firm’s leaders in challenging “Pay-to-Pay” and other “junk fees” imposed on consumers by mortgage servicers and other debt collectors through class action litigation in courts nationwide. The consumer litigation team has won several impactful cases, including lawsuits against major corporations such as Uber, Quicken, DISH Network, and mortgage servicers. Ms. Kipnis is also a Lecturer in Law at the University of Pennsylvania Carey Law School, and formerly taught at the Rutgers School of Law – Camden.

The new practice group leader appointments highlight Bailey Glasser’s emphasis on experienced leadership and collaborative teams. Read the full announcement and learn more about Jonathan Deem and Patricia Kipnis here.
#ConsumerLaw #CorporateLaw #FirmLeadership

Bailey & Glasser, LLP Adds Lawyer Mark A. Rota to its Corporate Practice Group in Washington, D.C.

July 10, 2023: Bailey & Glasser, LLP has added lawyer Mark A. Rota to its national Corporate Practice Group in the firm’s Washington, D.C. office, the firm announced today.

“We warmly welcome Mark Rota to Bailey Glasser,” said Jonathan Deem, the Corporate Practice Group Leader. “His experience and energy are welcomed to the team, and the combination of his corporate and government experience will be a wonderful asset to our clients.”

As part of Bailey Glasser’s Corporate Practice Group, Mark will assist clients on matters representing the full spectrum of business interests and industries, from solo entrepreneurs to multi-national corporations, from energy companies to government agencies and entertainment companies. Mark joins a dynamic corporate department that regularly represents corporations across the country in multi-million-dollar transactions, mergers and acquisitions, commercial contracting, business reorganization, and equity and debt financing.

Mark’s experience spans multiple industries including international dispute resolution, government administration, and political consulting. Prior to joining Bailey Glasser, Mark worked as in-house counsel for a large international biopharmaceutical company. He also has experience in international financial transactions, regulations in the equities and sovereign wealth markets, cross-border business negotiations, and corporate legal advising. Mark possesses a strong understanding of the political system, having worked in both local and federal government, and in government relations.

Mark is admitted to the bars of New Jersey, Pennsylvania, and Washington, D.C. He holds a dual J.D./Master of Arts in International Relations and Affairs from the American University, Washington College of Law, with a focus on international finance, business negotiations, and alternate dispute resolution. Mark also possesses a bachelor’s degree in sociology with a minor in finance from the University of Colorado.

For more about Mark, please visit here.

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