Business and Corporate Law

• Mergers and Acquisitions
  Another area impacted by the CTA’s guidance on dissolved entities is mergers and acquisitions (“M&A transactions”), where entities (called “merger subsidiaries”) are created to facilitate a merger.  Such merger subsidiaries would still have to comply with the BOI filing requirements even though they are merged out of existence prior to the deadline for their initial BOI reports of their formation. FinCEN’s guidance clarifies that, as of January 1, 2024, nonexempt, non-surviving merger subsidiaries must file a BOI report regardless of when they merge out of existence.
• Limited Liability Companies
  Under the federal Corporate Transparency Act (“CTA”) most businesses (i.e., corporations, limited liability companies, limited partnerships, and any other entities that are created by the filing of a document with a secretary of state or any similar office) (each a “Reporting Company”) are subject to the CTA and its Beneficial Ownership Information (“BOI”) filing requirements with the Financial Crimes Enforcement Network (“FinCEN”), unless the business meets any of the CTA’s 23 exemptions criteria.
• Intellectual Property

Employment Law

• Employment Litigation

Property Law

• Real Estate Litigation

Health Law

• Personal Injury

Trusts and Estates

• Estate Planning

Finance Law

• Bankruptcy
• Tax Law