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Life sciences companies (particularly early stage companies) may be attracted to an LLC holding company structure as an alternative to a typical C corporation structure to maximize both the purchase price paid by a future acquiror of a drug development program and the after-tax proceeds realized by the company’s investors upon a sale.

On Friday, May 9, the House Ways and Means shared partial text for the tax portion of a reconciliation bill to extend the 2017 Tax Cuts and (TCJA) and make certain other tax reforms. The bill includes several key international tax provisions aimed at extending and modifying existing rules.

Under current U.S. federal income tax law, Section 1202 allows a non-corporate taxpayer to potentially exclude up to 100% of the amount of eligible gain realized from the sale or of “qualified small business ” (“QSBS”).

For decades, corporate venture capital has occupied an ambiguous place in the innovation ecosystem—somewhere between strategic experimentation and financial opportunism.

On Friday, March 21, 2025, FinCEN issued an interim final rule eliminating beneficial ownership information reporting requirements for U.S. companies and U.S. persons under the Corporate Transparency Act.

The U.S. Department of the Treasury announced that it will suspend enforcement of beneficial ownership information reporting requirements under the Corporate Transparency Act for U.S. citizens, domestic companies, and beneficial owners of domestic reporting companies.

On February 27, 2025, FinCEN announced that it will neither issue any fines or penalties nor take any other enforcement action against companies for failing to file or update BOI reports by the current March 21 deadline.  

Entities subject to the Corporate Transparency Act's beneficial ownership information reporting requirements have faced uncertainty due to paused enforcement, but recent court decisions have reinstated these requirements, with a new filing deadline set for March 21, 2025, while ongoing court proceedings and potential modifications to deadlines continue to create a fluid situation.

Recent developments in the courts suggest that, while the government will continue to defend the validity of the CTA, FinCEN is prepared to extend the reporting deadline for all reporting companies by at least 30 days following a stay of the remaining nationwide injunction.

On December 26, 2024, a separate panel of the Fifth Circuit assigned to evaluate the merits of the District Court’s grant of injunctive relief vacated the portion of the motions panel’s order granting the government’s motion to stay and reinstated the preliminary nationwide injunctive relief pending the merits panel’s consideration of the expedited appeal. 

On December 23, 2024, a panel of the U.S. Court of Appeals for the Fifth Circuit granted the government’s emergency motion in the Texas Top Cop Shop matter to stay the injunctive relief from Corporate Transparency Act filing obligations granted earlier this month by Judge Mazzant of the U.S. District Court for the Eastern District of Texas. 

This blog post discusses the FinCEN recent announcement that companies defined as "reporting companies" under the Corporate Transparency Act do not need to file Beneficial Ownership Information reports at this time.

Wondering what constitutes a "reporting company" under the Corporate Transparency Act? This blog post provides the answer to that question and more.

For all reporting companies that were formed or registered in early January 2024, this is your reminder that your deadline to file your initial BOI Report is fast-approaching if it has not already arrived.

This blog post discusses the Corporate Transparency Act’s beneficial ownership reporting requirements and how, despite a recent ruling by a District court in Alabama, the first wave of reporting companies subject to reporting requirements must file their initial BOI Reports by March 31, 2024.



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