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Client Alert March 25, 2025

CTA Update: FinCEN Issues Interim Final Rule Exempting U.S. Companies and U.S. Persons, Updating Deadlines for Foreign Companies

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule, the “New Reporting Rule,” that removes …

Publications March 25, 2025

Corporate Transparency Act Resource Center: Insights and Updates

Gibson Dunn has created this dynamic Resource Center to provide ongoing updates on and analyses of the Corporate Transparency Act, featuring client alerts, links to FinCEN resources, and developments related to pending litigation about the constitutionality and enforcement of the CTA.

Client Alert March 20, 2025

New SEC Guidance Eases Requirements for Presentation of Gross Performance by Advisers

On March 19, 2025, the staff of the U.S. Securities and Exchange Commission updated its Marketing Compliance Frequently Asked Questions with respect to the Advisers Act Marketing Rule to issue new interpretive guidance significantly easing requirements with respect to the presentation of gross and net investment performance.

Client Alert March 20, 2025

SEC Provides Bright-Line Test for Investor Verification Under Rule 506(c)

On March 12, 2025, the Securities and Exchange Commission (SEC) issued a no-action letter that establishes a clear path to compliance with the “accredited investor” verification steps required to engage in general advertising and solicitation in reliance on the private placement safe harbor set forth in Rule 506(c) of Regulation D under the Securities Act of 1933.

Client Alert March 3, 2025

CTA Update: Department of the Treasury Announces Suspension of Enforcement of Corporate Transparency Act Against U.S. Citizens and Domestic Reporting Companies

The Department of the Treasury issued guidance announcing that it will not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners pursuant to the Corporate Transparency Act (CTA).  This guidance also announces that when the Department of the Treasury issues a proposed rulemaking regarding the CTA in the future, the rulemaking “will narrow the scope of the rule to foreign reporting companies only.

Client Alert February 28, 2025

CTA Update: FinCEN Suspends Penalties and Announces Intention to Further Extend Deadline for Reporting Entities Beyond March 21, 2025

On February 27, 2025, the Financial Crimes Enforcement Network (FinCEN) issued guidance announcing that it will not issue fines or penalties to, or take any enforcement action against, entities that fail to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act (CTA) by the current deadline, which for most reporting entities is March 21, 2025.

Client Alert February 19, 2025

CTA Update: CTA Enforceable Again After Smith Court Stays Its Order; FinCEN Provides Extension to at Least March 21, 2025 for Reporting Entities

On February 18, 2025, the U.S. District Court for the Eastern District of Texas entered a stay of its January 7, 2025 order that had paused the “Reporting Rule” implementing the Corporate Transparency Act (CTA).  On February 19, 2025, the Financial Crimes Enforcement Network (FinCEN) issued guidance that extends the reporting deadline for all reporting companies until at least March 21, 2025.  In its guidance, FinCEN also noted that it may further modify this deadline.

Firm News February 19, 2025

Gibson Dunn Advises Madison River Capital on Closing of Inaugural Fund at $370 Million

Gibson Dunn advised Madison River Capital on the final close of its first institutional fund, Madison River Capital Fund I, with over $370 million of capital commitments.