KMK Law Corporate & Securities Blog

On September 29, 2022, the Financial Crimes Enforcement Network (“FinCEN”) issued the highly anticipated final rule, Beneficial Ownership Information Reporting Requirements (the “Final Rule”), implementing the beneficial ownership disclosure requirements of the Corporate Transparency Act (the “CTA”). The CTA drastically expands current beneficial ownership reporting obligations in order to combat the illicit use of shell companies and to shift the burden of identifying beneficial owners of such companies from financial institutions to the government itself.

The Internal Revenue Service has issued additional guidance regarding the qualified business income deduction under Code Section 199A in the form of a notice.  Notice 2019-07 contains a proposed revenue procedure that provides for a safe harbor, solely for purposes of Code Section 199A, under which certain rental real estate enterprises will be treated as a trade or business. For more information on this and other U.S. federal income tax issues, please contact Drew Griesser at 513-639-3909, Margaret Kubicki at 513-579-6913 or Mark Sims at 513-579-6966.

In today’s M&A transactions, cybersecurity deficiencies in a target company pose potentially significant financial and regulatory risks to the acquiring company. For this reason, new measures must be implemented in M&A transactions to protect both companies from today’s emerging cybersecurity epidemic.

A new tool to raise capital is now available for small business and startup owners who may have previously believed that raising funds through selling an interest in their business to be too cumbersome or expensive.   

Effective July 9, 2014, recent amendments to the Ohio Control Share Acquisition Act will require an Ohio public corporation wishing to opt out of the Act’s provisions by amending its articles of incorporation or code of regulations to first obtain approval of its board of directors and a majority shareholder vote. Other changes include a three-year “look back” provision for purposes of determining whether a shareholder is an “interested shareholder,” and additional exemptions for certain transactions under the Act which give more discretion to the board of directors.  Please click here to view our client advisory.

At an open meeting on July 10, 2013 the SEC approved changes to certain rules regulating private offerings of securities that permit issuers to use general solicitation and general advertising. Specifically, under the new rules for Rule 506 of Regulation D, the most widely-used exemption from registration, issuers may use general solicitation and general advertising to offer their securities provided that: 

With the 2013 annual meeting season well underway, we want to remind you of compliance deadlines, new and proposed listing rules, developments in recommendations of proxy advisory firms and other securities regulation and corporate governance matters.

The SEC recently approved new proposed listing standards for both the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) regarding criteria for compensation committee member independence and compensation consultant independence.

At a meeting on July 9, 2012 the Financial Accounting Standards Board voted that it would not move forward with its outstanding project for modifying disclosure requirements for loss contingencies.

On July 22, 2011, the United States Court of Appeals for the District of Columbia Circuit handed down a decision in the case captioned Business Roundtable and U.S. Chamber of Commerce vs. Securities and Exchange Commission, which vacates new proxy access Rule 14a-11, and related amendments to Rule 14a-8 on shareholder proposals.