BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Corporate Law

Date & Time
  • event Date

    Thursday, September 19, 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.

$297.00
CLE
ALL

This CLE webinar will provide corporate counsel with guidance on the U.S. Department of the Treasury's Financial Crimes Enforcement Network's (FinCEN) new interpretive guidance on reporting requirements for entities that are dissolved or cease to exist after Jan. 1, 2024. Learn the key takeaways from the new guidance, including when dissolved or dissolving companies should file a report, what information time frame should be reflected in reports, who is authorized to file such reports, and more.

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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Vanessa S. Tabler
Partner
Faegre Drinker Biddle & Reath LLP

Ms. Tabler is a recognized deal lawyer who advises international and domestic companies, private equity funds, and their portfolio companies in domestic and cross-border mergers and acquisitions ranging from $50 million to over $1 billion, often drawing on her business and accounting background to inform her approach. She also advises companies on venture capital and minority investment transactions, joint ventures and other strategic transactions. Ms. Tabler's work spans numerous industries including life sciences, health care, government contracting, technology and consumer products. In addition to her corporate transactional work, she is valued for her counsel on corporate governance matters, complex internal reorganizations and a variety of other corporate matters. Ms. Tabler is the leader of the firm's Corporate Transparency Act team, a cross-practice group that advises clients on matters related to the Corporate Transparency Act. Her practice also includes advising clients on various commercial arrangements.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Under the Corporate Transparency Act (CTA) and FinCEN's implementing rules, most new and existing corporate entities in the United States are required to report beneficial ownership information (BOI) to FinCEN. On July 8, 2024, FinCEN released new guidance, effective immediately, that addresses BOI reporting requirements under the CTA for entities that are dissolved or cease to exist after Jan. 1, 2024. Under the guidance, any non-exempt reporting company that was not "formally and irrevocably" dissolved prior to Jan. 1, 2024, must file a BOI report by the applicable reporting deadlines.

The new guidance represents a significant expansion of BOI reporting requirements under the CTA. It imposes reporting obligations on entities that may previously have been thought to be outside the ambit of the CTA. Persons who own or manage entities that will dissolve or have already dissolved in 2024 or were not dissolved irrevocably may face BOI reporting requirements. The guidance raises significant issues regarding compliance and liability for noncompliance.

Listen as our panel offers a summary of the CTA and explores the new interpretive guidance on BOI reporting for dissolving or dissolved entities and delves into the complex issues and compliance considerations raised by the new guidance.

Outline

  1. Overview of CTA and FinCEN rules and BOI reporting
  2. New guidance
    1. Administratively dissolved vs. formally and irrevocably dissolved prior to 2024
    2. Entities that are dissolved vs. entities that ceased to exist
    3. Illustrative scenarios
  3. Key issues
    1. Determining when a reporting entity is dissolved or ceases to exist
    2. Who are beneficial owners of a dissolved entity?
    3. What information must be reported?
    4. Who bears costs of filing BOI reports?
    5. Tail risks
    6. Penalties for noncompliance
  4. Best practices for compliance

Benefits

The panel will review these and other key issues:

  • When should an entity intending to dissolve file its BOI report?
  • How is the date when a reporting entity is dissolved or ceases to exist determined?
  • Who are the beneficial owners of a dissolved entity?
  • What time frame should be reflected in a BOI report for an entity that no longer exists?