Posts Categorized: Uncategorized

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 »

SEC Exam Priorities – 2023/24

On October 16, 2023, the Division of Examinations (the “Division”) of the Securities and Exchange Commission (the “SEC”) released its 2023/24 exam priorities, moving the annual notice up a few months to coincide better with the SEC fiscal year. Among other things, the notice confirmed that one of the priorities again will be to examine… 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 »

FATF Issues Guidance on Virtual Assets Including Stablecoins

In October 2021, the U.S. Financial Action Task Force (the “FATF”) issed Updated Guidance for a Risk Based Approach to Virtual Assets and Virtual Asset Providers and a summary of the guidance. In addition to a number of other updates, Part Two, Box 1, deals with so-called stablecoins. Stablecoins purport to maintain a stable relationship… Read more »

N.Y. HERO Act Goes Into Effect

The N.Y. Health and Essential Rights Act (the “N.Y. HERO Act”), signed May 5, 2021, will go into effect Augst 5, 2021, by which time NY employers will need to have in place plans for the next highly contagious airborne infectious disease, although the plans themselves will not need to be commenced until the N.Y…. Read more »

Renewal of Paycheck Protection Program

On December 27, 2020, the Economic Aid Act (the “EAA”) was signed into law.  In addition to providing for small checks to Americans and other things, the EAA renewed the Paycheck Protection Program (the “PPP”) but under different terms. The prior program ran out in August with money left over.  The new law allocates $284.5… Read more »

Holding Foreign Companies Accountable Act Becomes Law

On December 18, 2020, the Holding Foreign Companies Accountable Act (the “HFCAA”) was signed into law and the Securities and Exchange Commission (the “SEC”) was advised to adjust its rule proposal to take into account the new legislation. Under the legislation, a reporting company that uses an auditor in a jurisdiction that restricts or controls… Read more »

FINRA Proposes Expanded Filing Requirements for Private Placements

On October 28, 2020, the Financial Industry Regulatory Authority (“FINRA”) submitted to the Securities and Exchange Commission (the “SEC”) a proposal for expanding the filing requirements with respect to private placements.  Currently, under Rule 5122 FINRA requires a member or one of its affiliates to provide to prospective investors, unless an exemption is available such… Read more »