On January 1, 2024, the new reporting requirements under the Corporate Transparency Act (the “CTA”) took effect in the United States. The CTA, aimed at increasing corporate transparency and combating financial crimes, requires “reporting companies” to file Beneficial Ownership Information Reports (“BOIRs”) with the Financial Crimes Enforcement Network (“FinCEN”), disclosing certain beneficial ownership information. This requirement applies to most domestic and foreign entities doing business in the U.S., including limited liability companies, limited partnerships, corporations, and similar structures (each a “Reporting Company”).Continue Reading Upcoming Deadline: Corporate Transparency Act Filings

Join Winstead attorneys Burke McDavid and Page Patrick as they discuss significant Corporate Transparency Act (CTA) exemptions for private fund managers, their affiliated management entities, and advised funds. The presentation covers exemptions that can shield these entities from the CTA’s otherwise extensive reporting requirements. Listen Here

The U.S. Department of Labor’s (the “DOL”) amendment to the qualified professional asset manager (“QPAM”) prohibited transaction class exemption 84-14 (the “Exemption”) went into effect on June 17, 2024. Current QPAMs must send a one-time email notice to the DOL no later than December 14, 2024, in order to rely on the Exemption (see below).
Continue Reading Update to the Qualified Professional Asset Manager Exemption (QPAM)

When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement (“NDA”). This is a document that will dictate how a company will handle confidential information during the due diligence process (and…

On January 1, 2024, Congress enacted the Corporate Transparency Act (the “CTA”) as part of the Anti-Money Laundering Act of 2020 and its annual National Defense Authorization Act. Every entity that meets the definition of a “reporting company” under the CTA and does not qualify for an exemption must file a beneficial ownership information report…

For nearly all companies, but particularly companies in the technology sector, the intellectual property (“IP”) they create are the crown jewels of the business. Without the IP, the company has nothing to sell. Of course, the IP does not form out of thin air—someone has to create it. That “someone” is the company’s founders, as well as employees and contractors hired by the company. Accordingly, companies should have an approved form of Proprietary Information and Inventions Assignment Agreement (often referred to as a “PIIA” or an “IP Assignment Agreement”) executed by each of its founders on formation and each future employee and contractor upon hiring or engagement.Continue Reading IP Assignment Agreements: Protecting Your Company Today and Saving Yourself from Headaches Tomorrow

It’s commonplace for commercial contracts to contain arbitration clauses. But should they? The answer to this question depends on several factors, such as anticipated cost, the importance of confidentiality, the importance of third-party discovery, and whether you prefer (or want to avoid) a jury trial.Continue Reading To Arbitrate or Not to Arbitrate? That is the Question

One of the hottest topics in the HOA-world over the past year has been the implementation of the Corporate Transparency Act (CTA). Although enacted by Congress in 2021, registrations under the CTA became mandatory for newly formed HOAs on January 1, 2024, and will be mandatory for all incorporated HOAs on January 1, 2025. The Community Associations Institute (CAI), which advocates for HOAs, has stated it will file a lawsuit this summer challenging the applicability of the CTA to HOAs.Continue Reading The Corporate Transparency Act: HOAs Don’t Need that Kind of Transparency

Early-stage companies often rely on Simple Agreements for Future Equity (SAFEs) and convertible promissory notes to raise capital either prior to a company’s first priced preferred equity round, or to raise bridge capital between priced equity raises. In addition to the economic terms, investors considering participation in these financings should seek visibility as to the other investors in the round, and the potential misalignment of incentives among those investors.Continue Reading Investing in SAFE and Convertible Note Rounds ꟷKnow Your Bedmates!

For nearly 200 years after its inception in 1792, the New York Stock Exchange (“NYSE”) faced insignificant competition as the premier stock exchange within the United States.  Then, alongside the technological surge of the late 20th Century, came an innovative alternative to the NYSE: the NASDAQ Stock Market (“NASDAQ”).  Boasting itself as the world’s first electronic stock market, NASDAQ quickly gained popularity and market share in America’s financial sector by offering modernized processes for stock trading.  Today, the NYSE and NASDAQ are positioned as the world’s two largest, most influential, and widely recognizable stock exchanges.  And a new exchange in Texas is “bullish” on becoming the third.Continue Reading New Stock Exchange Set to Launch in Texas