Posts Categorized: Corporate

FTC Set to Ban Non-Competes

On April 23, 2024, the U.S. Federal Trade Commission (the “FTC”) adopted a final rule that effectively bans non-compete clauses in employment contracts (the “Rule”). For workers other than “senior executives”, the ban is effective as of the effective date of the Rule, about four months after publication, and not only prohibits such clauses but… Read more »

Gov Hochul Signs NY LLC Transparency Act

On December 23, 2023, Governor Hochul signed the New York LLC Transparency Act (the “Act”). While there is substantial overlap with the federal Corporate Transparency Act, as reported in this post, there are several differences. Among them is that the Act only applies to LLCs, and requires filings with the N.Y Department of State that… Read more »

Delaware Allows Secured Creditors to Foreclose Without Shareholder Approval

In July 2023, Delaware amended its code to allow certain secured creditors under mortgages or pledges of assets to rely on a Board of Directors decision if the value is less than or equal to the total amount secured. The failure to satisfy this provision would not result in invalidation if the transferee provided value… Read more »

FinCEN Goes From 30 to 90 Days for Certain First Beneficial Ownership Reports

On November 29, 2023, the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury published an amendment to its rule requiring certain entities not otherwise exempt to report their beneficial ownership, extending for entities established in 2024 the required reports from 30 days after establishment to 90 days. FinCEN will still require… Read more »

New NY DFS Regulations on Small Non-Bank Loans

On December 23, 2020, then Governor Andrew Cuomo signed N.Y. CLS Fin. Serv. §§ 801-812 (the “Law”) mandating truth-in-lending style disclosure for small non-bank loans of $2.5 million or less, but only going into effect when final regulations under the Law are published. The N.Y. Department of Financial Services (the “DFS”) adopted final regulations on… Read more »

FTC Proposes to Ban Non-Competes

On January 5, 2023, the Federal Trade Commission (the “FTC”) proposed a rule that would effectively ban non-compete clauses between employers and “workers,” to include a broad range of workers such as executives, independent contractors, interns, externs, volunteers, apprentices, and sole proprietors who provide services to a client or customer. Even some unusually broad non-disclosure… Read more »

FinCEN Issues Final Beneficial Ownership Rule

On September 22, 2022, the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury issued a final rule (the “Rule”) under the Anti-Money Laundering Act and the Corporate Transparency Act. The Rule requires certain entities to report beneficial ownership. “Reporting Companies” are (i) domestic entities created by filing with a state secretary… Read more »

Delaware Legislature Expected to Approve Amendments to Corporate Law

In April 2022, proposed amendments to the General Corporation Law of the State of Delaware (the “DGCL”) adopted by the Delaware bar, were introduced to the Delaware legislature and are expected to pass. The proposed amendments include, for example, allowing a corporation to adopt exculpatory provisions for breach of fiduciary duties of not only directors… Read more »

SEC Settles SPAC Enforcement Action

On July 13, 2021, the Securities and Exchange Commission (the “SEC”) announced settlement of enforcement actions aganist a Special Purpose Acquisition Corporation (the “SPAC”), entitled Stable Road Acquisition Company, its sponsor, its CEO, its merger target, entitled Momentus Inc. (“Momentus”) and the founder and the former CEO of Momentus. SPACS have become increasingly popular in… Read more »