Episode 58: Bonus Episode: Navigating The Corporate Transparency Act with Jerry Holisky

Jerry Holisky is a seasoned business lawyer with Aronberg Goldgehn, a full-service business law firm with offices in Chicago and Wheaton, Illinois. He focuses on the legal concerns of middle-market companies and their owners, frequently serving as the company’s outside general counsel. Jerry is a highly experienced mergers and acquisition attorney. In addition, a large portion of his practice is concentrated on Business Divorce, including strategic planning and counseling, advising on squeeze-outs, freeze-outs, and other involuntary transactions, managing litigation, and mediating/resolving ownership disputes. Jerry is a co-founder and current co-chair of the Chicago Bar Association’s Committee on Business Divorce and Complex Ownership Disputes. He has been an active member of the Institute of Illinois Business Laws, an organization which for forty years has drafted most of the business entity legislation in Illinois. Jerry is currently Co-Chair of Aronberg’s Business Divorce practice group. He previously served as the Firm’s Managing Partner from 2015-23, and before that was Chair of the Firm’s Business Law & Transaction practice.

In this episode, we discuss:

How beneficial owner reporting just became a dead letter for most U.S. companies and U.S. citizens
The tortured history of the Corporate Transparency Act: how we got here
What’s next for the CTA: legislation, regulation, the Courts

Light Bulb Moments:

Be aware of the concerning revelation that the Government Accountability Office’s audit disclosed that FinCEN has already granted access to the beneficial ownership information database to over 200 agencies. This raises significant privacy and security concerns that you should consider when deciding whether to voluntarily file beneficial owner reports.
If you have already filed beneficial owner reports with FinCEN and then the Corporate Transparency Act is ultimately ruled unconstitutional, there may be potential for your business to seek damages and attorney’s fees.
Recognize the complexity of the political and legal landscape surrounding the Act, with various actors (litigants, courts, agencies, legislators) involved. This makes it difficult to predict the ultimate future of the CTA, so you’ll need to stay vigilant and adaptable as the situation continues to evolve, especially if you are a foreign (non-US) company, or a US company with foreign owners.

A Quote To Remember

“If you are a US company with no foreign owners, there is a zero chance there will be any consequences for not filing beneficial owner reports with FinCEN by March 21 and, most likely, for the rest of Trump’s term. But if you are a foreign company, or a US company with foreign owners, gather all applicable reporting information now so you are ready to go when new reporting deadlines for foreign companies are announced.” – Jerry Holisky