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Minnesota has a unique statute that allows minority shareholders in a closely held corporation to initiate an action for a buy-out of their interests. Minn. Stat. § 302A.751, subdivision 2. Under the Minnesota Business Corporation Act, a closely held corporation is a corporation with 35 or fewer...
Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to developments during the first quarter of 2024. If you would like to discuss...
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...
Last week, the House Ways and Means Committee voted to advance the Tax Relief for American Families and Workers Act of 2024 (H.R. 7024) to the House floor. As drafted, H.R. 7024 would be funded entirely by limitations on the employee retention credit (ERC). Under the bill, no new ERC claims would...
As we previously have discussed, the IRS has for months been working to combat dubious Employee Retention Credit (ERC) claims, many of which were made at the urging of aggressive promoters. The IRS is offering a limited-time Voluntary Disclosure Program (VDP) to encourage taxpayers to come forward...
Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to developments during the fourth quarter of 2023. If you would like to discuss...
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...
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...
On November 21, 2023, the Federal Trade Commission (FTC) approved a resolution allowing it to use “compulsory process in nonpublic investigations involving certain products and services that use or claim to be produced using artificial intelligence (AI) or claim to detect its use.” This allows the...