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On April 23, 2024, the Federal Trade Commission (FTC) issued its proposed final rule (the “Rule”) banning the use of future noncompete agreements for all workers, including senior executives, 89 FR 38342. Noncompete agreements have long been a valuable tool in a company’s toolbox to mitigate the...

The decision of the Federal District Court for the Northern District of Alabama in the case of National Small Business United v. Yellen , announced on Friday, March 1, 2024, has created uncertainty for both reporting companies and their attorneys under the Corporate Transparency Act (“CTA”). What...

The federal Corporate Transparency Act (“CTA”) requires that corporations submit a report to the Financial Crimes Enforcement Network (“FinCEN”) before January 1, 2025, with information on the persons who exercise substantial control over the corporation. As currently in place, condominium and...

New requirements arising from the Corporate Transparency Act of 2019 took effect on Jan 1, 2024. If your small business is formed as an entity that meets the definition of a “Reporting Company” under the Act, your organization will have to report information about their beneficial owners, i.e., the...

For all “reporting companies” created or registered on or after January 1, 2024, information concerning the “beneficial owners” of the reporting company must be reported to the Financial Crimes Enforcement Network (“FinCEN”) along with information concerning “company applicants.” As a result, both...

A 2023 update on corporate litigation in the Delaware Court of Chancery, as well as an update on the annual amendments made to the General Corporation Law of the State of Delaware and alternative entity acts, which were all effective as of August 1, 2023. The material statutory amendments discussed...

Introduction The introduction to the final regulations issued under the Corporate Transparency Act (“CTA”) by the Financial Crimes Enforcement Network of the United States Treasury (“FinCEN”) states that, “[i]llicit actors frequently use corporate structures such as shell and front companies to...

“Company applicants” — the term may sound vague, but the identities of “company applicants” of reporting companies are just as important under the new federal Corporate Transparency Act (the “CTA”) as the identities of the beneficial owners of those companies. What You Need to Know: The era of...

Beginning on January 1, 2024, the Corporate Transparency Act (the “CTA”) will require all “Reporting Companies” to report to the federal Financial Claims Enforcement Network (“FinCEN”) information about their “beneficial owners” and “company applicant’s (“BOI Reports”). The statutory definition of a...

If you are the owner or co-owner of a small to medium-size medical practice, dental practice, or other health care concern, you have probably never thought of your practice as the type of vehicle that can be used to launder money—not much revenue in the form of cash, too much regulatory oversight...

BACKGROUND: The Rule - What It Means and What It Prohibits A somewhat little-known and obscure provision of U.S. antitrust law – Section 8 of the Clayton Act – makes it illegal in certain circumstances for the same person to serve as a director of competing corporations. If certain conditions exist...

Neither shots nor pills will immunize smaller medical, dental, chiropractic, and physical therapy practices, surgery centers, and other healthcare concerns from compliance with the looming (and burdensome) reporting obligations imposed on them if they are “reporting companies” under the federal...

​Final regulations published on September 30, 2022 (the “final Regulations”) by the Financial Crimes Enforcement Network (“FinCEN”) of the Department of Treasury under the Corporate Transparency Act (“CTA”) grant business owners a reprieve, but not a pardon, with respect to their looming beneficial...

William S. Gee

As a partner in Saul Ewing's Real Estate Practice, William Gee has worked on a wide variety of commercial real estate development and finance matters, representing national and local developers and lenders. He has extensive experience as lead counsel on multi-state acquisitions, sales, and financing...

David R. Berk

David Berk counsels families and their businesses, entrepreneurs and start-up companies in taxation, structuring transactions, contract negotiations and governance issues. David also advises clients on corporate succession planning, trust and estate planning, insurance and retirement planning and...

Marshall B. Paul

Marshall Paul focuses his practice on counseling businesses, health care concerns and professionals with respect to limited liability company matters, general corporate matters, joint ventures, acquisitions and sales, fiduciary duty issues and financings. His clients include large-scale health care...

Eric G. Orlinsky Headshot

Eric Orlinsky co-chairs the firm's Corporate Practice and its Private Equity/Venture Capital subgroup and concentrates his practice in general business and securities law and counsels clients in private equity and venture capital investments, public and private offerings of debt and equity...

Sally E. Michael

Sally Michael has extensive experience representing owners and developers on acquisitions, dispositions, financings, development, and leasing of all classes of commercial property. Sally also represents borrowers and lenders on restructurings and workouts of distressed debt. She is lead counsel on...

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Michael Petrizzo brings nearly 30 years of experience to his work guiding clients through mergers and acquisitions, financing transactions, and corporate formations, reorganizations and restructurings. Public and private companies, private equity and venture capital firms, and high-net-worth...

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