John C. Vescera

Anyone who redlines boilerplate terms sets. 👇 📑 Tired of #redlining term set after term set and flagging certain clauses/obligations for review by colleagues from your General Counsel, Risk or Compliance teams (to name a few)? 🔦 Check out a #VTDocs' output that is generating a lot of buzz with Contracts users lately; this can help make the above a bit faster and less soul-destroying. Let a search dictionary free you up to focus on the value-add work of crafting killer redline language. Less searching, sifting, and flagging - more risk mitigation and bounding scope! More details on #VTDocs: https://lnkd.in/gy9M5UHh #GovCon #GovernmentContracting S. Kyle Peterson

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Last week, the news of a Texas Federal Court blocking the Beneficial Ownership Information (BOI) reporting requirements was everywhere 🤯. FinCEN has posted a statement on its website in response. But what does all this mean? Let’s break it down: 1️⃣ The Corporate Transparency Act (CTA): The CTA requires certain companies –including small, privately held companies– to disclose their “beneficial owners” (those who control or own at least 25% of the company) to FinCEN. The goal? Combat money laundering and financial crime by increasing transparency. 2️⃣ The BOI Reporting Rules: Under the CTA, businesses were set to begin filing these reports with FinCEN starting January 1, 2024. Deadlines were structured as follows: ▪️ Entities formed before January 1, 2024: must comply by January 1, 2025. ▪️ Entities formed between January 1, 2024, and December 31, 2024: 90 days since formation notice. ▪️ Entities formed on or after January 1, 2025: 30 days since formation notice. According to the regulation, willful non-compliance may result in sanctions ranging from daily fines to criminal penalties. 3️⃣ The Injunction: On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a preliminary injunction, temporarily stopping the BOI reporting requirements. The ruling came after small business advocates argued that the rules were potentially unconstitutional. 4️⃣ FinCEN’s Response: FinCEN clarified that, under these circumstances, companies are currently not required to file BOI reports and will not face penalties for non-compliance. That said, businesses may still voluntarily report if they choose. 5️⃣ What Happens Next? A few potential scenarios: ▪️ The injunction could be overturned by a higher court, reinstating the deadlines and the reporting obligations. ▪️ The legal proceedings could be extended indefinitely, creating uncertainty. ▪️ FinCEN may even revise the rules to address the issues raised in the lawsuit, potentially leading to new deadlines and requirements. For now, compliance is on hold. But staying informed and prepared is crucial, as the requirements could return with little notice. #CorporateTransparencyAct #BeneficialOwnership #FinCEN #RegulatoryCompliance #CorporateGovernance #SmallBusinessLaw #LegalInsights

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📰 Breaking News This Week: Judge Suspends CTA/BOI Requirements *On Dec. 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction suspending the enforcement of the Corporate Transparency Act (CTA) and its Beneficial Ownership Information Reporting Rule. *This means reporting companies are not currently required to disclose their beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN). For companies created before 2024, the obligation to submit initial BOI reports by Jan. 1, 2025, is also suspended. *FinCEN stated that the DOJ filed an appeal on Dec. 5, 2024, and they will comply with the court order while litigation is ongoing. Reporting companies are not liable for failing to file BOI during this period, but may do so voluntarily. We will keep you updated on any further developments. #CorporateTransparencyAct #BeneficialOwnership #FinCEN

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Enough is Enough: The Beginning of the End of Pay to Delay Litigation Pro Se Defendant Faces Sanctions in Federal Court and DGL’s Receiver Appointment Controls Asset and Cash Collateral            Strategically, DGL has been consistently filing default cases in Federal Court for over a decade.  We perform the necessary, and often overlooked research and investigation, to provide detailed litigation assessments and action plans regarding our client’s assets and, when appropriate, we file motions to take control of not only the assets, but also the cash collateral they generate. This month, three key decisions in DGL cases in both state and federal court appointing, and upholding, our requests for the appointment of our Receivers highlight the success of our high touch strategy. “Cutting off cash flow” can be an effective strategy in the struggle against prolific and frivolous pleadings that are often filed by pro se defendants. When a defendant has the incentive of continuing to collect rents, they often are relentless at submitting successive frivolous filings. The use of what are apparently AI generated pleadings that misquote or hallucinate supposed relevant caselaw has thrown gasoline on this fire.[1] Recent decisions have both appointed Receivers to control and preserve assets and cash collateral and have either issued sanctions or threatened to for “grave misconduct”. These rulings, especially in Gauthier, contribute to the growing caselaw, especially in Federal Court, related to AI generated court pleadings. The First Circuit utilizes a so-called “Cok Order” to impose filing restrictions upon even pro se litigants. We see that also used by the US District Court in select matters including the Gauthier matter. Working together, DGL, servicers and investors can refine our strategies, take control of our assets, reduce foreclosure timelines and avoid attempts by the defendant to further delay a foreclosure action through use of litigation. Together, we can fairly and efficiently litigate default matters for the benefit of all the participants in this process while preserving the properties, neighborhoods and cities, as well as controlling the cash collateral generated by these assets to maintain and preserve the assets during the process. We look forward to collaborating with you on these and other issues and we invite you to open a dialogue with us through in-person and virtual Knowledge Exchanges this winter. If you would like to learn more about these decisions or our Default Services in Maine, Massachusetts and New Hampshire please reach out and contact our Business Development Lead, Beth Stillings, to set up time to discuss.  [email protected] [1] The Richmond and Gauthier, cases, which DGL is currently handling, are prime examples of pro se defendants submitting voluminous, frivolous filings that are “simply beyond the pale” and are clearly calculated to delay.

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Recent SEC Enforcement Action Highlights the Importance of Robust MNPI Policies in CLO Trading In a significant enforcement action, the U.S. Securities and Exchange Commission (SEC) has sanctioned a private fund manager for failing to implement adequate policies and procedures to prevent the misuse of material nonpublic information (MNPI) while trading securities issued by collateralized loan obligation vehicles (CLOs). This case underscores the SEC’s focus on credit managers and emphasizes the importance of strong compliance frameworks for preventing MNPI violations in CLO trading. https://lnkd.in/eFRMeihK

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The Corporate Transparency Act (CTA), which required many U.S. business entities to report stakeholder information to the Treasury Department, was blocked nationwide by a Texas federal court last week. Qualifying companies formed prior to 1/1/24 had been required to report Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network, US Treasury (FinCEN) by year’s end. While some celebrate this injunction, others strongly support the law, designed to make it harder for people to hide or benefit from ill-gotten financial gains through shell companies or similar entities. Thus, additional legal challenges are likely to occur, requiring us to continue to monitor this carefully. Read more at https://lnkd.in/eQhBDamb #businesslaw #corporatetransparency

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To Self-Disclose or Not Self-Disclose? Thoughts From SEC’s Enforcement Director   Each company confronted with potential employee misconduct eventually faces the question: Should we report suspected misconduct to government authorities? That analysis can be particularly challenging for entities regulated by the Securities Exchange Commission (SEC). At a recent securities regulation conference in Palo Alto, California, Gurbir Grewal, director of the SEC’s Division of Enforcement, took the opportunity to give the Commission’s answer two key questions: What are the benefits of cooperating with the SEC? How does the SEC assess offered cooperation?   https://lnkd.in/es2ecar5   #doinsurance #ipo Assurtrak Insurance Brokers, LLC

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Breaking News from CAI National. We will continue to keep you updated. Read more below.

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Notarizing the Future: Unpacking the Corporate Transparency Act What happens when notaries face a $500 daily penalty for non-compliance? Let's delve into the new requirements and impacts of the Corporate Transparency Act. Starting January 1, 2024, notaries public operating as LLCs, corporations, or partnerships must comply with the Corporate Transparency Act. Here's what you need to know: 1. If you're a notary and part of an LLC, corporation, or partnership, non-compliance can result in a daily $500 penalty. 2. Notaries must file beneficial ownership information with FinCEN, identifying individuals with a 25% or greater ownership interest or substantial control. 3. Some exemptions exist: tax-exempt entities, large operating companies, subsidiaries, or inactive entities may avoid the reporting burden. 4. Existing companies get a 1-year grace period to file, while new companies must comply within 30 days of formation. 5. FinCEN offers resources to ease the process including videos, guides, and FAQs. Accounting professionals can also assist in compliance. The takeaway? Compliance isn't optional. It's crucial to understand and meet these requirements to avoid penalties and ensure transparency. Are you prepared for the new compliance rules? Share your insights or questions in the comments! CorporateTransparency NotaryCompliance FinCEN GetCompliant BusinessLaw RiskManagement ComplianceUpdate NotaryTips Let's dissect and prepare, one regulation at a time 🚀 ComplianceMatters TransparencyRules

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It's a hurry-up-and-wait situation. We've been reminding folks that the #CorporateTransparencyAct compliance requirements were fast approaching, but #Texas has pumped the brakes. Our view is that companies should continue preparing for #compliance. It's likely that some form of the #BeneficialOwnershipInformation reporting requirements will eventually be reinstated, and being proactive could prevent future disruptions. We're here for you if you have questions or concerns. Drop us a line. Allan Rooney, Steve Wilansky, Timothy Davis, Sumangali Rudrakumar, Lauri O'Callaghan, Lori Berkowitz Cirolia

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From ASBDC – “Yesterday the Corporate Transparency Act (CTA) and its implementing regulations, which require U.S. business entities (mostly small businesses) to report beneficial ownership and leadership information (BOI) to the Treasury Department (FinCen), were preliminarily blocked nationwide by a Texas federal court. The injunction comes just a few weeks before the January 1, 2025 deadline for compliance. The injunction temporarily bars the Treasury Department from enforcing the reporting requirements at this time, but this does not necessarily mean the CTA is gone. A preliminary injunction only means that the court found the CTA is probably unconstitutional and has issued the injunction. Litigation and appeals are likely to continue, which will cause uncertainty around next steps. There is a lot to parse here and it is difficult to provide clear advice given the timing and unique nature of a preliminary injunction (compared with a final ruling or permanent injunction). I think it is safe to say that this temporary reprieve will, at least, result in an extension of the January 1, 2025 deadline." Small businesses are advised to have their filing ready but wait for this preliminary injunction to be resolved before you submit. Contact your SBDC Advisor with questions. 540-568-3227

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Federal regulators' crackdown on the off-channel use of WhatsApp and other ephemeral messaging tools, which has yielded more than $3 billion in fines and spurred endless consternation in the financial services industry, is likely headed for the trash heap, regulatory attorneys say. The U.S. Securities and Exchange Commission and the Commodities Futures Trading Commission have fined more than 100 investment advisers and broker-dealers over the past three years, with the largest players, including Goldman Sachs, JPMorgan Chase & Co. and Wells Fargo, anteing up $200 million apiece. The regulators zinged the companies for failing to preserve text messages between employees and customers via phone apps outside the communication channels investment firms normally monitor. Despite the headline-grabbing size of the penalties, and the deluge of training programs firms have launched to bolster compliance, use of the apps remains pervasive. But the enforcement spree, like many of SEC Chair Gary Gensler's highest-profile priorities, is premised on novel legal theories. Regulatory attorneys predict that whoever incoming President Donald Trump appoints to succeed Gensler as chair will abandon the boundary-pushing and focus on issues affecting everyday investors. “All indications are that the SEC’s ‘sweep’ regarding off-channel communications will come to an abrupt end once Trump’s appointees take the reins at the SEC," said David Oliwenstein, a securities enforcement and white-collar defense partner at Pillsbury Winthrop Shaw Pittman. “I suspect there are some legacy cases that are in the pipeline that the SEC staff will try to finalize before new leadership is appointed, but that should mark the end of the sweep.” Buttressing that view is the fact that the two Republicans on the five-person commission—Hester Peirce and Mark Uyeda, both of whom are considered potential successors to Gensler—have criticized the off-channel probe, including the size of the fines and the lack of "an achievable path to compliance." In a statement released in September, Peirce and Uyeda noted that the document-retention rules that the SEC is wielding in its off-channel communications crackdown were adopted in 1997 and “are a product of simpler times" and need to be modernized. "Even well-intentioned firms could find themselves in the Commission’s enforcement queue time and again," they said. Full story from James Palmer: https://lnkd.in/eiJAFdQE

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