In May 2024, OlenderFeldman LLP notified its clients of the Federal Trade Commission’s (FTC) final rule banning nearly all non-competes and invalidating those non-competes below a senior executive level (“Non-Compete Rule”). This sweeping Non-Compete Rule has sparked legal challenges across the country, with federal lawsuits filed in Texas, Pennsylvania, and Florida seeking to block or delay the implementation of the ban, raising important questions for employers and employees alike. While these lawsuits are ongoing, and absent a judicial order granting nationwide injunctive relief, the Non-Compete Rule is still currently set to go into effect as of September 4, 2024. While a final decision from the Texas court (expected by August 30, 2024), might result in suspension of the rule across the country, OlenderFeldman LLP has prepared this follow-up FAQ to provide practical guidance to your business if in fact the Non-Compete Rule actually goes into effect on September 4, 2024. What is the FTC’s Non-Compete Rule? The FTC’s Non-Compete Rule aims to prohibit the use of non-compete agreements in employment contracts across all industries, subject to limited exceptions. If enacted, this rule would render existing non-compete agreements void and unenforceable, and it would prevent employers from requiring new non-compete clauses in their employment contracts. Read our prior FAQ on the Non-Compete Rule here. What is the status of the Non-Compete Rule given the legal challenges to its enforcement already underway. Private businesses in several states, including Texas, Pennsylvania, and Florida, have filed lawsuits challenging the legality and constitutionality of the Non-Compete Rule. These plaintiffs argue that the FTC overstepped its authority by issuing a nationwide ban on non-competes. They claim that such regulations should be determined at the state level, not by a federal agency. Additionally, these lawsuits argue that the proposed rule could have severe economic consequences, particularly in industries where non-competes are common, such as technology, healthcare, and sales. Recently, federal district courts in Texas, Florida and Pennsylvania have issued conflicting interim decisions, with the Texas and Florida district courts issuing preliminary injunctions preventing the rule from applying to certain private plaintiffs and the Pennsylvania court declining the request for an injunction. No court has yet ruled on the merits, but the Texas federal district court will rule next week. Could these lawsuits delay the implementation of the FTC’s Non-Compete Rule? Yes, these lawsuits have the potential to delay or even prevent the Non-Compete Rule from going into effect on September 4, 2024 – but only if the courts grant a nationwide preliminary injunction in any of these cases, whereby the enforcement of the rule could be paused while the litigation proceeds. This would allow employers to continue using non-compete agreements until a final court decision is reached. However, as it currently stands, the Texas and Florida courts have only issued preliminary injunctions with respect to the plaintiff in each respective case, and not a nationwide injunction. We will not learn the outcome of the Texas decision until August 30, 2024. Regardless of the outcome, we expect to see numerous lawsuits filed by business owners and employees given the conflicting decisions even if the courts prevent the law from going into effect on September 4. Ultimately, we believe the rule will be reviewed by the U.S. Supreme Court within the next six to twelve months. What should employers do right now with respect to the pending effective date of the rule? Employers should immediately review their existing non-compete agreements. Remember that the rule only impacts the actual non-compete rather than the other provisions like non-solicitation or anti-raiding. For existing employment agreements or non-compete agreements that contain a “blue pencil provision,” employers will not need to revise their non-competes and can send out a notice advising the workforce that the company will not be enforcing the non-compete provisions for anyone that is not a senior executive (i.e., workers earning more than $151,164 annually who are in a “policy-making position”) but that the remainder of the agreement will remain in place. A blue pencil provision is a contractual clause which provides that modifying, narrowing, or deleting an unenforceable contractual provision does not render the full agreement unenforceable, i.e. it allows the remainder of the agreement to remain enforceable notwithstanding the null provision. For existing agreements that do not contain a blue pencil provision, and for new non-competes issued as to prospective hires, please contact OlenderFeldman’s employment practices group to review your particular non-compete terms and conditions on an individualized basis. OlenderFeldman will continue to provide further updates as they become available. For more information on compliance, please contact the OlenderFeldman Employment Practices Group here.

As we predicted, on August 20, 2024, hours after our latest FAQ, a federal judge in the Northern District of Texas struck down the Federal Trade Commission’s (FTC) proposed nationwide ban on non-compete agreements. The Texas court found that the FTC exceeded its authority and declared the Non-Compete Rule "unreasonably overbroad." As a result, the rule banning non-competes, which was set to go into effect on September 4, 2024, has been blocked and will not be implemented unless overturned by an appellate court or the U.S. Supreme Court. In short, the Texas court ruling held that the FTC had overreached its statutory authority by attempting to enforce a nationwide ban on non-compete agreements and that the ban was arbitrary and capricious. The Texas judge further opined that such a significant change should come from Congress rather than a regulatory agency like the FTC. For now, this means that non-compete agreements are still legal nationwide (subject to each state’s specific laws on non-competes). With the FTC’s rule blocked, the enforceability of non-compete agreements will continue to be governed by state laws, which vary significantly. Simply put, employers can continue using non-compete agreements as long as they comply with relevant state regulations. For employers, the ruling provides relief from the impending federal ban, allowing them to maintain existing non-compete agreements under state law. Employees, on the other hand, may continue to face restrictions on their ability to work for competitors or start competing businesses, depending on their state’s laws. A copy of the ruling is attached for convenient review and information. OlenderFeldman will continue to provide further updates as they become available. For more information on compliance, please contact the OlenderFeldman Employment Practices Group here.

Date: December 19, 2024Time: 4:00pm – 6:00pm ETLocation: Online via ZoomRegistration Fee: Complimentary for OlenderFeldman clients Join us for an insightful session covering the most critical employment law topics affecting businesses in 2025. Our experienced employment attorneys will guide you through the complex legal landscape and provide strategies to ensure compliance and mitigate risks. You can review the agenda here: AGENDA Register Today and Secure your Spot! [https://us06web.zoom.us/meeting/register/tZEvcu2rrTIvHNQtm5SoX-JkOwnlw0BKPQ1n

Earlier this year, OlenderFeldman LLP notified its clients of the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCen”) requirement that a majority of businesses would be required to disclose their Beneficial Ownership information (“BOI”) under the Corporate Transparency Act (“CTA”). Q. What has happened? A. Yesterday, December 3, 2024, the Eastern District of Texas issued an injunction blocking the CTA Nationwide. The Court determined that FinCen does not have jurisdiction to enforce BOI Reporting under the CTA. Q. What does this mean for BOI Reporting? A. BOI Reporting is not currently required as a result of the Court’s injunction. Q. What happens next? A. In all likelihood, the government will appeal the Court’s injunction. Q. Do you need to do anything further with respect to BOI Reporting? A. At this time no further action is required with respect to BOI Reporting, including any BOI Reporting that is in process. OlenderFeldman will advise when there are any updates. Q. What should you do with your FinCen ID? A. If you have already obtained a FinCen ID, hold on to it in the event that BOI Reporting is reinstated.

The FBI is advising all Americans to use encrypted messaging apps for messaging and phone calls due to an ongoing hack believed to have originated in China. The hackers have been accessing 3 primary types of information: (1) call records of metadata that show who called who and when. This has been focused in the Washington, DC area; (2) listening to live phone calls of specific targets; and (3) systems used by telecommunications companies to store certain communications to make them available to law enforcement and intelligence agencies pursuant to warrant. To get an idea of how serious an issue this appears to be, just consider the fact that the warning is coming from the FBI – which has been pushing hard against encryption for phone and messaging as it strictly limits their ability to obtain intelligence about or from criminals. Among other apps, Signal Private Messenger, WhatsApp, Telegram, Session, and Briar (considered one of the best to avoid surveillance) and others automatically encrypt calls and messages. Google Messages and iMessage also can encrypt calls and texts. By way of brief background, we (the United States) has long been engaged in a cyberwar or sorts with numerous nations throughout the world. This specific cyber attack has been called “Salt Typhoon” by Microsoft and is believed to have been orchestrated by China. This attack, which is deemed to be one of the largest intelligence compromises in US history and which has not yet been fully contained, means China may listen to your calls or reading your text/SMS messages (presumably electronically and not millions of humans listening to millions of calls). These hacks (like NSA listening) likely involve electronic listening that is searching for key phrases or algorithmically obtained results that suggest whatever information China is seeking. This could be financial information (unlikely, but it may be held for later uses should there ever be war), technology information (likely), security information (likely), political information (likely) or any military information. This information may then be used to subvert any or all aspects of life in the US rather than target harm to a specific individual, although China has been known to use such information to go after dissidents who reside outside of China. We recommend that at least for the near term, you start using encryption for telephone and messaging when discussing anything that you would not want China or any other nation to know. Making dinner reservations? Encryption probably is irrelevant. Discussing sensitive financial information or transmitting highly sensitive data, etc., use encryption. If you have any questions, please feel free to contact Michael J. Feldman, Esq., CIPP, at mfeldman@olenderfeldman.com or 908-964-2486.

The Internal Revenue Service has introduced a standardized form for taxpayers who are making an election under Section 83(b) of the Internal Revenue Code of 1986 to be taxed on the value of certain property when it is granted rather than as it vests. This change is aimed at simplifying the process for taxpayers and ensuring consistent reporting of these elections. The Section 83(b) election is an important tax tool for individuals who receive restricted property, such as stock, membership interests, LLC units or partnership interests, as part of their compensation for services. Here’s everything you need to know about the new form and its implications. What is an 83(b) election? An 83(b) election is a provision under the Internal Revenue Code that allows an individual to elect to pay taxes on the total fair market value of unvested restricted property at the time it is granted, rather than when it vests. This election can be beneficial if you expect that the property will both vest and increase in value over time. After the 83(b) election is filed, any increase in the value of the restricted property will be treated as capital gains (rather than ordinary income, taxed at a higher rate) and taxed when the property is eventually sold. Filing the 83(b) election allows you to accelerate and pay tax on the property as of the grant date and start your capital gains holding period as of the grant date instead of the vesting date. Without an 83(b) election, any appreciation of the property between the grant date and vesting date is taxed as ordinary income as the property vests (and again as capital gains when the property is eventually sold). What kind of property is eligible for Section 83(b) election? Any equity or other property that is granted to you in consideration of the performance of services, where the fair market value of the property at the time of grant exceeds the amount you paid for it, is eligible. The property must also be subject to a substantial risk of forfeiture and be non-transferable at the time of grant. Note that stock options are generally not eligible for an 83(b) election. When do I file an 83(b) election? You must file an 83(b) election within 30 days of receiving the restricted property. This deadline is strict and cannot be extended. The election must be hand signed in ink and the original mailed to the IRS at the service center where the recipient’s taxes are filed, and, in most cases, a copy should also be provided to the taxpayer’s employer. Taxpayers are advised to retain copies of the election for their records. Once the 83(b) election is filed, it is irrevocable. What happens if I don’t file an 83(b) election or if I fail to timely file my election? If you don’t file an 83(b) election, or if you fail to file your election within 30 days of grant, you will not be taxed on the fair market value of the property on the grant date. Instead, you will be taxed on any appreciation of the property as and when the property vests, at ordinary income rates, based on its fair market value at that time. Though your tax burden is deferred if you don’t file the 83(b) election, it could result in a significantly higher tax bill if the property’s value has increased between the grant date and each applicable vesting date. Additionally, the value of the property at each vesting date is treated as ordinary income (taxed at a higher rate than capital gains). When the property is sold, any increase in the value of the restricted property between the vesting date and the sale date will be taxed as capital gains. What happens if I file an 83(b) election but forfeit the property after grant? If you forfeit the property after making the 83(b) election, you have already paid taxes on the value at the time of grant, even though you no longer own the property. In the event of a forfeiture, you do not have the ability to take a tax loss for the value of the property previously included in your income by reason of the 83(b) election. Why did the IRS introduce a standardized form? The IRS aims to simplify and streamline the process of making Section 83(b) elections by providing a clear and consistent format for all taxpayers. Previously, taxpayers were required to submit their own written statement containing specific details, which often led to errors and delays in processing. The new form reduces the risk of incomplete or incorrect submissions and ensures compliance with the election requirements. Does the new form change affect me if I previously filed an 83(b) election? No, the introduction of the standardized form does not retroactively impact elections made in prior years. If you have already filed an 83(b) election for restricted property granted in the past, this update does not affect you. While you are not required to use the new form, going forward, taxpayers making new elections should use the standardized form provided by the IRS. Does Form 15620 modify any requirements under the Code? No. All other requirements related to Section 83(b) elections remain in effect, including the requirement for the taxpayer to provide a copy of the election to the individual or entity for whom the services were performed in connection with the transferred property. The IRS plans to offer electronic filing of Form 15620 in the future. Key Takeaway The standardized form for Section 83(b) elections is a welcome change for taxpayers and tax practitioners. It simplifies compliance and minimizes errors in filing, making the process more efficient. However, taxpayers must still be mindful of the strict 30-day deadline for filing the election and consult with a tax professional to determine if an 83(b) election is the right choice for their situation. Link to Form 15620: https://www.irs.gov/pub/irs-pdf/f15620.pdf For more information, contact Jillian Benda Goldberg at jgoldberg@olenderfeldman.com or Hrideja Shah at hshah@olenderfeldman.com, visit the IRS website or speak with a tax advisor

On December 23, 2024, the U.S. Fifth Circuit Court of Appeals in Texas Top Cop Shop, Inc., et al. v. Garland, et al, issued an order lifting the nationwide preliminary injunction against the enforcement of the CTA. In its ruling, the Fifth Circuit determined that the government had successfully demonstrated the nationwide injunction was not warranted. Following this Court of Appeals decision, reporting companies are now required to file beneficial ownership information with FinCEN, with extended deadlines due to the prior injunction. The new deadlines are as follows: Companies created or registered before January 1, 2024, must file by January 13, 2025 (previously January 1, 2025). Companies created or registered on or after September 4, 2024, with deadlines between December 3, 2024, and December 23, 2024, must file by January 13, 2025. Companies created or registered between December 3, 2024, and December 23, 2024, have an additional 21 days to file. Companies qualifying for disaster relief may have later deadlines. Companies created or registered on or after January 1, 2025, must file within 30 days after receiving notice of their registration. Additionally, companies related to plaintiffs in the case National Small Business United v. Yellen are exempt from reporting at this time.

FAQ: Corporate Transparency Act Update (12/26/2024)1. What is the current status of the CTA? The enforcement of the reporting requirement has been reinstated and is now back in effect. 2. What are the applicable deadlines to file?a. Companies created or registered before January 1, 2024, must file by January 13, 2025 (previously January 1, 2025). b. Companies created or registered on or after September 4, 2024, with deadlines between December 3, 2024, and December 23, 2024, must file by January 13, 2025. c. Companies created or registered between December 3, 2024, and December 23, 2024, have an additional 21 days to file (111 days from formation date). d. Companies created or registered on or after January 1, 2025, must file within 30 days after receiving notice of their formation registration. e. Note: Companies eligible for disaster relief (e.g., impacted by hurricanes) may have additional extensions. 3. What needs to be done now? If your BOIR filing was halted due to the federal court injunction, it will need to be completed. If your BOIR filing process was not started, you now need to start the process. 4. What will we do next? If we were working on your filing, we will now complete it. Please continue any efforts you may have been working on previously, as this now has to be completed. Our firm will also work to reach out to clients who started the process. 5. What if I already missed the deadline or if beneficial ownership has changed recently? FinCEN has emphasized the importance not to ignore reporting obligations. All entities must file even if they missed the deadline. All entities should notify us of any changes to beneficial ownership since filing. Beneficial owners as defined in the CTA is broader than one may assume for reporting entities, including owners with 25% or more interest, as well as managers, directors, and “Important Decision-Makers” such as key employees, regardless of ownership. The sooner filings are submitted or corrected, the better.

In every sale transaction, among the initial considerations to be addressed is the impact of the potential structure of the transaction on the ongoing conduct of the business being sold. Generally speaking, determining the appropriate transaction structure is a function of tax, continuity of business operations and legal liability. Critical in that determination is understanding whether key customer, vendor or other commercial contracts contain restrictions on transfer or assignment of the contract, and whether those restrictions apply to a sale of assets, a change of control of the entity, or to other transaction structures (e.g. a merger or consolidation). If key commercial contracts contain restrictions that are triggered by the transaction structure and would potentially interrupt or negatively impact the business, then due consideration must be given to mitigating the risk to buyer and seller. What is an Anti-Assignment Clause? An anti-assignment clause is a provision in a contract that prohibits or limits the ability of one contract party to transfer or assign some or all of their rights and obligations under the contract to another person or entity. Why are Anti-Assignment Clauses Typically Included in Commercial Contracts? Anti-assignment clauses protect the original contract parties’ interests by ensuring that only the original parties benefit from (or are obligated by) the contract’s terms. Contracting parties can rely on the performance standards they expect from their counterparty and the ability to develop their business relationship over the contract term. Anti-assignment clauses also protect sensitive or confidential business information shared between the original contract parties from being disclosed to unwanted recipients, including competitors. Finally, anti-assignment clauses help ensure that businesses subject to strict governmental or regulatory requirements don’t run afoul of their obligations if an unanticipated assignment occurs. Why Do Contract Parties Negotiate to Limit the Scope of Anti-Assignment Clause in Commercial Contracts? Many businesses rely on the ability to transfer contracts to meet changing business needs, particularly in connection with a sale transaction. An overly restrictive clause that prohibits any assignment, or a clause that permits assignment with consent, but doesn’t include appropriate limitations on a party’s ability to leverage that consent, ignores business realities. If the contract affects critical elements of business operations, such as financing sources, customer revenue streams or vendor supply chains, potential buyers look for assurance that the contract will remain in place post-sale. Contracts with appropriately tailored assignment clauses are more attractive to potential buyers because they allow these transfers to occur smoothly without unnecessary roadblocks or delays. What Are the Common Types of Anti Assignment Clauses a. Assignment Prohibited: Example: "Neither party may assign, transfer, or otherwise dispose of any of its rights or obligations under this Agreement. Any purported assignment shall be null and void." This clause prohibits any direct assignment of all or any part of the contract from the original contract party to another entity. Any attempted assignment without a waiver of the clause by the non-assigning party will constitute a breach of the contract. b. Assignment Permitted with Consent: Example: "Neither party may assign, transfer, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld, conditioned or delayed. Any purported assignment made without such consent shall be null and void." This clause provides some flexibility, permitting assignment but only with the express consent of the other party. Assignment clauses that permit consent often provide that the non-assigning party cannot unreasonably withhold, condition or delay their consent. This prevents the non-assigning party from arbitrarily withholding consent or leveraging their consent to unfairly negotiate new contract terms. c. Assignment Prohibited in a Change of Control/Sale of Substantially All Assets Transaction: Example: "Neither party may assign, transfer, or otherwise dispose of any of its rights of obligations under this Agreement, including upon (i) a sale of all or substantially all of its assets or (ii) a direct or indirect change of control of the assigning party." This clause prohibits both direct assignment in any asset sale (where the contract party itself sells some or all of its assets, including the subject contract, to a third-party buyer) and in an equity “change of control” sale (where the equity owners of the contract party sell their equity to a third-party buyer). d. Assignment by Operation of Law Prohibited: Example: “Neither party may assign, transfer, or otherwise dispose of any of its rights of obligations under this Agreement by operation of law in connection with a merger, consolidation or reorganization.” This clause prohibits assignment in specific M&A transactions, namely mergers and consolidations, if and as dictated by applicable state law. Though state laws vary, in many states the contract, and the merging party’s rights and obligations under it, are automatically assigned to the successor entity in the merger unless the contract explicitly prohibits assignment in the context of a merger. The merger is treated as a continuation of the business of the merging entity by the surviving entity. The surviving entity assumes the assets and liabilities of the merged entity(ies) as part of the legal effects of the merger. 5. What Happens if a Seller Attempts to Assign or Transfer a Contract to a Buyer in Violation of an Anti-Assignment Clause? Any attempted assignment or transfer without compliance with the clause, or a waiver of the clause by the non-assigning party, will constitute a breach of the contract, giving the non-assigning party the right to exercise remedies against the seller. These remedies typically include the right to immediately terminate the contract, claw back fees and recover damages incurred by the non-assigning party as a result of the assignment. The contract will also become unenforceable by the buyer, negatively impacting business operations post-close. If the closing of the sale is contingent upon successful contract assignment, buyers may use the failure to obtain consent as an opportunity to re-negotiate purchase price. 6. How Does an Anti-Assignment Clause Affect an Asset Sale? In an asset sale, assets are transferred from the seller to the buyer, giving the buyer ownership of those assets without changing the ownership or business structure of the seller itself. An asset sale may be structured narrowly, where the seller agrees to sell a specified list of assets that are materially meaningful to business operations (e.g., specified IP, material contracts, inventory, real property), or more broadly, as a sale of “all or substantially all” of the seller’s assets. An asset sale that contemplates transfer of the subject contract from seller to buyer will trigger both an anti-assignment clause that prohibits direct assignment of the contract itself (example (a) above) and a clause that requires consent of the contract counterparty (example (b) above). 7. How Does an Anti-Assignment Clause Affect an Equity Sale? An equity “change of control” results in a material change in the ownership or decision-making power of an entity, typically through the sale or transfer of a majority stake in its equity or the ability to control the entity’s governing body (i.e., board of directors). A sale transaction that contemplates an equity change of control of the contract party will not trigger a clause that only prohibits direct assignment of the contract itself (example (a) or example (b) above), because the contract stays with the entity after the sale. But it will trigger an anti-assignment clause if the clause prohibits assignment on any direct or indirect equity change of control (example (c) above). In this case, even a change of control of the parent of the contract party would trigger the anti-assignment clause as an “indirect” transfer. 8. How Does an Anti-Assignment Clause Affect a Merger or Consolidation? In a merger, two or more entities combine to form a single entity. The interpretation of a merger, and the enforceability of anti-assignment clauses, is governed by the law of the states where the merging entities are organized. When a contract party merges (or combines or consolidates) with a third party, the successor entity automatically inherits the rights and obligations by “operation of law”. New Jersey courts consistently rule that anti-assignment clauses only prevent the assignment of rights, not their transfer by operation of law, such as in mergers or consolidations. Many states, however, will uphold anti-assignment clauses that explicitly prohibit the assignment of the contract in a merger even if “by operation of law” the contract would otherwise be assumed by the surviving entity (example (d) above). New York courts in particular have emphasized the need for clear, unambiguous language in anti-assignment clauses in order to prevent automatic assignment. In other states the enforceability of the clause turns on the structure of the merger itself. Delaware courts have held that if the contract party subject to the anti-assignment clause is the surviving entity in the merger, the clause will not be triggered, and no consent will be required. 9. What Can Sellers Do to Navigate Anti-Assignment Clauses in Connection with a Sale? Understanding the impact anti-assignment clauses will have on a proposed transaction structure is essential for businesses navigating the complexities of an M&A transaction. To ensure the continued success of the acquired business, the buyer must inherit all key commercial contracts, as drafted and without change to the agreed contract terms. If these agreements cannot be transferred, the buyer risks losing vital business relationships, which can impact revenue forecasts, operational continuity, and ultimately, the value of the transaction. Sellers also bear this burden if the purchase price includes earnout consideration that is contingent on achieving future revenue targets or other metrics affected by commercial contracts. Even if contracts allow for assignment with consent, obtaining that consent can be time-consuming and costly. Counterparties may leverage their consent as an opportunity to negotiate more favorable terms, or in some cases, refuse to consent altogether, leaving the buyer with no choice but to replace the contracts. Contracts that are material to the seller’s operations (i.e., material customer or vendor contracts) may take longer to finalize, adding complexity and cost to the deal. Businesses anticipating an eventual sale must plan for the future by negotiating flexible assignment provisions during the contract procurement stage. Ideally the assignment clause will be drafted to expressly permit assignment in connection with a sale transaction, specifically calling out an equity change of control, asset sale and merger/consolidation. If the counterparty will not permit assignment without their consent, then the clause should be drafted to prohibit them from unreasonably withholding, conditioning or delaying their consent. When existing contracts come up for renewal, take the opportunity to re-examine the assignment clause and re-negotiate as needed. Before engaging with potential buyers, sellers must work with their financial and legal advisors to identify and analyze anti-assignment clauses during their internal due diligence review period. Understanding these provisions facilitates the seller’s ability to negotiate for a deal structure that ensures most (if not all) commercial contracts will remain enforceable after the sale closes and limits the risk of contract termination. When reviewing contracts against LOIs submitted by interested buyers, consider: whether the contract’s anti-assignment clause will be impacted by the buyer’s proposed deal structure (e., does the clause apply to an equity change of control transaction, an asset sale or both). how the proposed deal structure affects the seller’s contractual rights. what rights the contract counterparty may exercise if it refuses to consent to the transaction or the assignment provision is breached. how to support the buyer facing a potential termination or renegotiation of a contract during the post-sale integration phase. Understanding these elements will facilitate a smoother sale process and minimize post-sale business disruption. For more information, contact Jillian Benda Goldberg at jgoldberg@olenderfeldman.com.

One of our valued business relationships, Haefele Flanagan is offering a seminar for family-owned businesses on tackling the thorny issues associated with growth, transition and exit within the family dynamic. To be held virtually on Wednesday, March 26th 8:00 AM If you are interested in attending, please register via the link below. REGISTRATION: Join Us - The Family Business Exchange

On March 26, 2025, FinCEN issued an interim final rule removing the beneficial ownership reporting requirement for domestic U.S. persons & entities under the Corporate Transparency Act. The definition of “reporting company” will now be limited to entities formed under the law of a foreign country and that have registered to do business in the United States. Foreign entities that do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines. Foreign entity beneficial ownership reporting requirements will not apply U.S. persons. U.S. persons will not be required to report BOI. The following deadlines will apply for foreign entities that are reporting companies: Reporting companies registered in the U.S. before March 26, 2025 must file BOI reports no later than 30 days from such date. Reporting companies registered in the U.S. on or after March 26, 2025 have 30 calendar days to file an initial BOI report after receiving notice that such registration is effective. FinCEN will not enforce any beneficial ownership reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners. FinCEN is accepting comments through May 27, 2025 and will consider additional exemptions noted in such comments for the final rule expected to be adopted by the end of 2025. If your business structure involves foreign entities registered to do business in the United States, please feel free to reach out to Craig Bronsnick (cbronsnick@olenderfeldman.com) and Taylor Higgins (thiggins@olenderfeldman.com) to assess any reporting requirements that may apply.

The Firm is pleased to announce that several of its attorneys have been recognized by Super Lawyers 2025 Magazine:OlenderFeldman Super Lawyers 2025