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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Wednesday, October 2, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE webinar will discuss the effect of the Corporate Transparency Act's (CTA) beneficial ownership information (BOI) rule on loan transactions, including pre-closing due diligence procedures, legal opinions, and loan processing procedures and documentation. The panel will review the new requirements and provide steps lenders should take now to prepare for these new compliance obligations.

Faculty

Matthew Bisanz
Partner
Mayer Brown LLP

Mr. Bisanz counsels domestic and global financial services firms on a variety of banking and derivatives regulatory issues. He advises financial institutions on core bank regulatory issues and adjacent subject matter domains. Mr. Bisanz is knowledgeable in all major aspects of the operations of an insured depository institution, its affiliates, and its partners—including chartering, acquisition, and permissibility analyses; ongoing risk management, governance, and compliance requirements; and insolvency and resolution issues. He also advises clients on Dodd-Frank Act compliance issues, including the Volcker Rule, capital and liquidity requirements, Reg YY enhanced prudential standards, and Title VII compliance. Further, his practice extends to the other regulatory and risk management needs of the firm’s financial institution clients through counseling on regulatory inventories and change management, cybersecurity and data privacy concerns, and anti-money laundering compliance. Mr. Bisanz currently serves as the Vice-Chair of the American Bar Association’s subcommittee on banking legislation and regulation.

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Kendall Howell
Associate
Davis Polk & Wardwell LLP

Mr. Howell is a member of Davis Polk’s Financial Institutions practice. He advises clients on a wide range of national-security-related regulatory matters, including U.S. anti-money laundering (AML), economic sanctions and export control laws and regulations. He also supports the firm’s practice before the Committee on Foreign Investment in the United States (CFIUS).

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Description

Since Jan. 1, 2024, the CTA has required certain U.S. and foreign entities defined as "reporting companies" to report certain identifying information about themselves, their beneficial owners, and, in some cases, company applicants to FinCEN (the U.S. Dept. of the Treasury's Financial Crimes Enforcement Network) within a certain prescribed time period. FinCEN is tasked with establishing and maintaining a database of beneficial ownership information (BOI) and issued a final rule governing access to the database. The final rulemaking implementing the CTA is expansive and, lenders must understand their potential compliance obligations under the CTA and amend their loan processing procedures and documentation accordingly.

The CTA is part of a growing trend to require greater transparency in beneficial ownership of state-registered entities. Both New York and Pennsylvania have enacted similar reporting requirements as the CTA and a California bill is currently under consideration.

Lenders should be aware of the new BOI rule of the CTA and similar state requirements and continue to take steps to confirm compliance. Such steps should include adding confirmation of CTA compliance to pre-closing due diligence procedures, including representations, warranties, and covenants in loan documentation that borrowers and guarantors have complied with the requirements of the CTA, and providing clauses in loan documents whereby the borrower gives consent for FinCEN to disclose applicable information to the lender.

Listen as our expert panel discusses the impact of the CTA and similar state laws on loan transactions. The panel will shed light on the various complexities, inquiries, and subtleties concerning the practical implementation of the CTA during pre-closing due diligence, closing, and the life of a loan.

Outline

  1. CTA overview
    1. Entities subject to the CTA and BOI rule
    2. Purpose of the BOI rule and the applicable effective dates
    3. Compliance requirements
    4. Information that must be reported
  2. Key exemptions from the BOI rule
  3. BOI rule's impact on loan transactions
    1. Pre-closing and due diligence procedures
    2. Legal opinions
    3. Changes to representations, warranties, and covenants in loan documents
    4. Qualification for creditor exception
  4. Steps lenders should take now to prepare for the CTA/BOI rule's compliance obligations

Benefits

The panel will address these and other key issues:

  • What is the BOI rule under the CTA and what is its purpose?
  • What entities are subject to the BOI rule and what are the compliance requirements?
  • How will the BOI rule impact loan transactions?
  • Will the BOI rule impact loan agreement representations, warranties, and covenants?
  • What changes will lenders want to make to their loan origination procedures and documentation to comply with the BOI rule?