Author: David Mack
Dave advises clients on venture financing transactions, mergers and acquisitions, securities filings, and corporate governance matters, including helping clients to form and optimally structure business and investment entities.
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The Financial Crimes Enforcement Network (“FinCEN”) issued final regulations in 2022 to implement the revised “beneficial ownership information” disclosure rules for legal entities (the “Final Rule”) under the Corporate Transparency Act (“CTA”), which is part of the comprehensive revisions to U.S. anti-money laundering statutes included in the Defense Appropriations Act of 2021. Specifically, the Final Rule implements Section 6403 of the CTA and requires reporting companies, including a range of U.S. legal entities and non-U.S. legal entities registered to do...
While M&A practitioners have long taken the view that Delaware is a “pro-sandbagging” state, a recent case in the Delaware Court of Chancery has added concrete authority to that position. In Arwood v. AW Site Services (March 9, 2022), the Court found that a buyer was entitled to indemnification stemming from the breaches of certain representations, despite that buyer having effectively prepared the financials and other information that were covered by the reps. “Sandbagging” is the buyer-favorable concept that preserves...
