What projects are eligible for these accelerated procedures?
Authorizing bureaus within the Department of the Interior may use the accelerated procedures for projects that will identify, lease, site, produce, transport, refine, or generate the following resources: domestic crude oil, natural gas, lease condensates, natural gas liquids, refined petroleum products, uranium, coal, biofuels, geothermal heat, the kinetic movement of flowing water, and critical minerals, as defined by 30 U.S.C. § 1606(a)(3).
Project proponents must request in writing that the authorizing bureau use the accelerated procedures for each statute and, further, may be required to agree to certain conditions.
What do the accelerated NEPA procedures involve?
Expedited environmental assessments. For projects that likely will not have significant environmental impacts, the authorizing bureau must issue an environmental assessment (EA), finding of no significant impact (FONSI), and decision record within 14 days of submission of a complete application.
Expedited environmental impact statements. For projects that likely will have significant environmental impacts, the authorizing bureau must prepare an environmental impact statement (EIS) within 28 days of publishing a notice of intent. The accelerated procedures do not, however, mandate a timeline in which the authorizing bureau must publish the notice of intent after receiving a request to use accelerated procedures.
The notice of intent must be published on a public website, rather than in the Federal Register. The notice of intent must solicit comments and announce a virtual or in-person public meeting. Most comment periods should be approximately 10 days.
Within 28 days of the notice of intent, the authorizing bureau must publish a final EIS and submit it to the Environmental Protection Agency. No draft EIS is required, and the bureau will not solicit public comment on the EIS once published. The accelerated procedures do not specify a deadline for the authorizing bureau to issue a record of decision.
No expedited procedures for other forms of NEPA compliance. The Department does not provide any expedited procedures for the use of categorical exclusions or Determinations of NEPA Adequacy.
Process to request accelerated procedures. Only projects for which a plan of operations, application for permit to drill, or other application has been submitted are eligible for the accelerated procedures. A project proponent must submit a written request that the authorizing bureau use the accelerated procedures to comply with NEPA, on a form attached to the emergency procedures. The proponent must attach its plan of operations or application to the written request.
Proponent commitments. With its request for accelerated procedures, the proponent must agree to (1) operate in accordance with the approved application; (2) take measures to mitigate reasonably foreseeable significant adverse effects on the quality of the human environment; and (3) abide by applicable federal, state, and local environmental laws. Notably, with respect to No. 2, the accelerated procedures suggest, but do not state, that the project proponent rather than the authorizing bureau identifies appropriate mitigation measures.
What do the accelerated ESA procedures involve?
Deferred section 7 compliance. Section 7 of the ESA requires federal agencies to consult with the U.S. Fish and Wildlife Service (FWS) to ensure that federal actions are not likely to jeopardize the continued existence of any endangered or threatened species or result in the destruction or adverse modification of their critical habitat. The accelerated procedures require the authorizing bureau to, first, inform FWS about the proposed action and decision to use the alternative consultation procedures and, then, to “coordinate” with FWS. The authorizing bureau may then proceed to approve the proposed action.
Once the national emergency has terminated, the authorizing bureau must initiate section 7 consultation with the FWS. FWS must deliver either a biological opinion or letter of concurrence to the authorizing bureau, as appropriate, in accordance with the timeframes set forth in the ESA section 7 implementing regulations at 50 C.F.R. part 402.
Process to request accelerated procedures. Only projects for which a plan of operations, application for permit to drill, or other application has been submitted are eligible for the accelerated procedures. A project proponent must submit a written request that the authorizing bureau use the accelerated procedures to satisfy its Section 7 obligations, on a form attached to the emergency procedures. The proponent must attach its application to the request. Unlike a request to use accelerated NEPA procedures, a request to use accelerated ESA procedures does not require any applicant committed measures.
What do the accelerated NHPA procedures involve?
Expedited section 106 consultation. Section 106 of the NHPA requires federal agencies to consider the effects of their actions on historic properties. Regulations at 36 C.F.R. part 800 set forth a detailed process for agencies to comply with section 106. The accelerated NHPA procedures allow authorizing bureaus to bypass these procedures.
To use accelerated procedures, the authorizing bureau must notify the Advisory Council on Historic Preservation, the relevant State Historic Preservation Officer (SHPO), any relevant Tribal Historic Preservation Officer(s), and interested Tribes of the specific energy project for which the bureau intends to use the accelerated procedures. The authorizing bureau must invite their comments within seven days of the notice.
Notably, if a Bureau of Land Management (BLM) programmatic agreement (PA) or state protocol contains specific emergency procedures, BLM must follow those procedures. BLM has entered into state protocols or PAs with state SHPOs in most western states.
Process to request accelerated procedures. Only projects for which a plan of operations, application for permit to drill, or other application has been submitted are eligible for the accelerated procedures. A project proponent must submit a written request that the authorizing bureau use the accelerated procedures to comply with the NHPA, on a form attached to the emergency procedures. The proponent must attach its application to the request.
Proponent commitments. With its request for accelerated procedures, the proponent must agree to implement “to the extent prudent and feasible” measures that avoid or minimize harm to historic properties. The accelerated procedures suggest, but do not state, that project proponent rather than the authorizing bureau identifies the appropriate avoidance and minimization measures.
What should project proponents expect from these accelerated procedures?
These accelerated procedures are bold and untested interpretations of NEPA, the ESA, and the NHPA, as well as the President’s emergency powers. These procedures will be a lightning rod for litigation, inviting challenges to both the procedures themselves and any projects that they authorize. Therefore, project proponents should think critically about whether and when to use these accelerated procedures.
On April 17, 2025, the U.S. Fish and Wildlife Service (FWS) and the National Marine Fisheries Service (NMFS) (together, the “Services”) published a proposed rule to rescind the current regulatory definition of “harm” under the Endangered Species Act (ESA) at 50 C.F.R. § 17.3. The existing definition, which includes “significant habitat modification or degradation” that actually kills or injures listed species, has long been a point of legal and policy contention. The Services now conclude that the definition does not reflect the best meaning of the statutory term “take” and is inconsistent with the ESA’s text, structure, and historical understanding. Public comments are due by May 19, 2025.
The ESA prohibits the “take” of endangered species, which the statute defines as including a range of actions such as “harass, harm, pursue, hunt, shoot, wound, kill, trap, capture, or collect.” Since 1975, the Services have interpreted “harm” to include indirect actions—such as habitat degradation—that significantly impair essential behavioral patterns. In Babbitt v. Sweet Home, 515 U.S. 687 (1995), the Supreme Court upheld the Services’ interpretation under Chevron deference, which allowed courts to defer to an agency’s permissible interpretation of an ambiguous statute. Justice Scalia, joined by Chief Justice Rehnquist and Justice Thomas, dissented, arguing that the definition stretched the meaning of “take” beyond its historical usage and violated established canons of statutory interpretation.
In 2024, the Supreme Court overruled Chevron deference in Loper Bright Enterprises v. Raimondo, 603 U.S. 369 (2024), holding that agencies must adopt the “single, best meaning” of a statute, rather than merely a permissible one. Relying on Loper Bright and Justice Scalia’s Sweet Home dissent, the Services in the proposed rule take the position that the current regulatory definition of “harm” extends the ESA beyond what the statute authorizes. They emphasize that “take” historically referred to affirmative acts directed at individual animals, such as killing or capturing, not to habitat changes with incidental effects.
In the proposed rule, the Services stress that the rescission would be prospective only and would not affect existing permits. Nor would it alter the statutory definition of “take,” which remains broad and continues to encompass “harm.” However, by eliminating the current regulatory definition of “harm,” the Services aim to realign their interpretation of “take” with what they believe to be its narrowest and most textually faithful reading. The Services do not propose a new definition to replace the rescinded one.
The proposed rule represents a significant departure from longstanding agency practice. By excluding habitat modification from the definition of “harm,” the Services would effectively narrow the scope of activities subject to incidental take prohibitions. This change could ease regulatory burdens for landowners, project developers, and other regulated entities whose activities may affect listed species indirectly through habitat impacts.
The proposed rule is consistent with the Trump administration’s efforts to narrow wildlife protection statutes’ applicability. On April 11, 2025, the Acting Solicitor of the Department of the Interior issued Memorandum No. M-37085 reinstating a 2017 Solicitor’s Opinion that concluded that the Migratory Bird Treaty Act does not prohibit the accidental or incidental taking or killing of migratory birds.
On March 31, 2025, the Colorado Department of Public Health and Environment’s (CDPHE) Water Quality Control Division (“Division”) revised the CW-14 policy related to reporting and permitting of discharges from dewatering systems for select activities. This policy outlines applicable activities for a which a long-term dewatering permit is not required and the criteria, conditions, and control measures that must be met to avoid permitting requirements and enforcement.
Under the Revised Policy, Qualifying Discharges from Certain Foundation Dewatering Activities May Not Require a Permit
The most substantial change to CW-14 is that it now applies to gravity-flow or foundation dewatering systems that are installed to displace groundwater to protect or maintain underground parking garages, elevator shafts, and similar subterranean features associated with buildings.[i] Under the revised CW-14, no permit is required for long-term foundation dewatering activities[ii] that meet the criteria, conditions, and control measures of the revised policy. For a full list of policy-applicable discharges, please refer to the revised policy.
The Division made this change after it determined that (1) there is a low risk of environmental harm to receiving waters from the discharges from applicable activities and (2) administering and enforcing discharge permit coverage or reporting requirements for the significant number of foundation dewatering systems would be impracticable and an inefficient use of the Division’s resources.
However, the revised policy makes clear that the Division’s decision to expand the applicability of CW-14 to long-term foundation dewatering systems is a “time-limited” and “short-term solution” to be implemented while the Division investigates long-term solutions to address these discharges. The current policy has a scheduled review date of March 31, 2030.
Categories of Activities Not Applicable to CW-14
The updated policy also expands the list of non-applicable discharges for which the policy does not apply and may, therefore, still require a permit. The revised CW-14 is not applicable to discharges from an area associated with “Industrial Activity”[iii] or to discharges that have come into contact with active Construction Activities.[iv] Nor does the revised policy apply to discharges from any short-term (less than two years) dewatering activities, including those eligible for coverage under general permits COG080000, Discharges From Short-Term Construction Dewatering Activities, and COG317000, Discharges from Short-Term Remediation Activities (or the equivalent renewed general permits). It also does not apply to discharges from well development and pumping tests that are eligible for coverage under general permit COG608000 (or the equivalent renewed general permit). For a full list of non-applicable discharges, please refer to the revised policy.
What does this mean for current COG318000 permit holders?
If an existing COG318000 permit holder has not submitted a permit renewal application by May 31, 2025, the permit will expire on that date. After expiration, the Division “does not intend” to pursue enforcement action against an owner or operator of a previously authorized dewatering system while the updated policy is in force, provided the discharge meets the conditions, criteria, or control measures of the policy.
If, however, an existing COG318000 permit holder’s dewatering discharges will not comply with the updated policy (either because the discharges are from ineligible activities or do not meet the conditions, criteria, or control measures), the permit holder should submit its renewal application for permit coverage of these discharges. The Division will determine the appropriate response for unpermitted or unreported discharges for which the revised policy does not apply.
Owners and operators of dewatering discharges currently covered by the updated CW-14 policy should periodically ensure that their activities remain covered by the policy since the Division has indicated that the extension of the policy is not meant to be a long-term solution for long-term foundation dewatering discharges.
Owners and operators are responsible for identifying sources of groundwater contamination at the dewatering location and conducting source water sampling and analysis to determine whether the discharge will cause serious environmental harm, adverse impacts to the beneficial uses of state waters, or whether it poses an imminent or substantial endangerment to public health and/or the environment.
If you have any questions about the updated policy or how it may affect your permitting needs, please contact Melanie Granberg or Ixchel Parr-Culver.
[i] The updated policy expands the list of CW-14 applicable dewatering activities although as before, non-applicable discharges may exist within the permit-exempted categories.
[ii] Foundation dewatering systems to which the revised policy applies are pumping systems that are installed to displace groundwater to protect or maintain the underground portions of buildings, drinking water impoundments, and transportation-related infrastructure such as bridges/over-passes, and similar subterranean features.
[iii] The definition of “Industrial Activities” was expanded to include: activities at recycling stations; activities with groundwater contamination at hazardous waste treatment, storage, or disposal facilities operating under an administrative or court order or permit; activities with groundwater contamination at CERCLA sites or facilities; sites required to remediate groundwater contamination from leaking underground storage tanks; and activities at sites where institutional controls prohibit access to or consumption of groundwater.
[iv] “Construction Activities” are defined as “[g]round surface disturbing and associated activities (land disturbance), which include, but are not limited to, clearing, grading, excavation, demolition, installation of new or improved haul roads and access roads, staging areas, stockpiling of fill materials, and borrow areas.”
The U.S. Department of the Treasury (the “Treasury Department”) and the Financial Crimes Enforcement Network (“FinCEN”) have recently made significant announcements that impact the enforcement and scope of the Corporate Transparency Act (the “CTA”). These developments are expected to reduce compliance burdens for many businesses, particularly domestically formed companies.
Key Takeaways
Recent announcements from FinCEN and the Treasury Department have suspended enforcement of the CTA’s beneficial ownership information (“BOI”) reporting rule under the current FinCEN deadlines, for both domestic reporting companies and foreign reporting companies.[1]
The March 2, 2025 announcement from the Treasury Department indicates that the CTA reporting rules will be modified such that only foreign reporting companies will be subject to the CTA following implementation of such rules.
CTA Scope Expected to be Narrowed
As previously reported in our February 20th legal alert, on February 18, 2025, CTA compliance again became mandatory – albeit not for long – following the stay of a nationwide preliminary injunction that was in effect prior to that time. FinCEN issued a release at that time modifying reporting deadlines and, notably, stating that it would be initiating a process to revise the BOI reporting rule to reduce the burden for lower-risk entities, including many U.S. small businesses. FINCEN stated that this revised approach aligns with broader government efforts to reduce the regulatory burden on businesses while maintaining the integrity of anti-money laundering frameworks.
On February 27, 2025, FinCEN released another announcement, stating that it would not issue fines, penalties, or take enforcement actions against any company for failing to file or update BOI reports by the then-current deadlines. The Treasury Department followed up on FinCEN’s release with its own announcement on March 2, 2025, stating that “with respect to the Corporate Transparency Act, not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either.” The release goes on to say the Treasury Department “will further be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only.” The rules, if finalized in line with such announcement, are expected to remove all CTA obligations for domestic reporting companies.
This temporary non-enforcement policy, and the potential modifications to the reporting rule previewed by the Treasury Department, provide businesses with much-needed relief and additional time to understand potential future rule changes.
Subject to additional developments and final rulemaking, the status of the CTA is now as follows:
For U.S. Citizens, Domestic Reporting Companies and Their Beneficial Owners
– No enforcement for failure to meet current BOI reporting deadlines. – Proposed Treasury Department rulemaking expected to eliminate CTA obligations completely.
For Foreign Reporting Companies
– No enforcement actions for failure meet current BOI reporting deadlines. – FinCEN Interim final rule for revised reporting deadlines expected to be issued prior to March 21, 2025. – Proposed Treasury Department rulemaking expected to narrow application of the CTA to foreign reporting companies only.
Next Steps
Domestic reporting companies can expect to no longer have filing obligations under the CTA, absent rulemaking that is inconsistent with the Treasury Department’s announcement.
Foreign reporting companies should monitor regulatory developments and expect to potentially have to file some form of BOI reports in accordance with the forthcoming regulations referenced by FinCEN and the Treasury Department.
For more information on the CTA and certain key developments leading up to this point, please refer to Davis Graham’s past CTA legal alerts:
[1] A “domestic reporting company” is defined under the CTA as any corporation, limited liability company, and any other form of entity created by filing with a secretary of state or similar office under the laws of a state or Indian tribe.
A “foreign reporting company” is defined under the CTA as a corporation, limited liability company, or other entity formed under the law of a foreign country that is registered to do business in the United States. Additional clarifications on this definition may be forthcoming as part of the Treasury Department’s proposed rulemaking.
Following the stay of the last-remaining nationwide injunction, the reporting obligations of the Corporate Transparency Act (“CTA”) have been re-instated, with a new deadline of March 21, 2025, for most non-exempt reporting companies.
On February 18, 2025, the U.S. District Court for the Eastern District of Texas in Smith et al. v. U.S. Department of Treasury stayed its nationwide preliminary injunction that prohibited the enforcement of the CTA. The Texas district court’s decision came after the Supreme Court stayed a similar injunction in the McHenry v. Texas Top Cop Shop, Inc. case. Smith was the last remaining nationwide injunction of general applicability prohibiting enforcement of the CTA’s requirements. As a result, CTA reporting is again mandatory, subject to certain revised reporting deadlines.
FinCEN’s Response and New Reporting Deadlines
On February 18, 2025, FinCEN responded to the ruling in the Smith case by publishing an alert notifying reporting companies that beneficial ownership information (“BOI”) reporting requirements are once again back in effect, subject to the below extended deadlines:
Type of Non-Exempt Reporting Company
Extended Deadline
Reporting companies created/registered on or prior to February 19, 2025
March 21, 2025
Reporting companies previously given a reporting deadline later than March 21, 2025
The later deadline*
Reporting companies created/registered after February 19, 2025
30 days after formation
* For example, if a reporting company previously qualified for one of FinCEN’s disaster relief extensions that would have extended such reporting company’s filing deadline to a date after March 21, 2025, then such reporting company will still be subject to such later reporting deadline, rather than the March 21, 2025 deadline.
Potential for Additional Revisions
The CTA and the currently effective reporting deadlines continue to be the subject of pending litigation and legislative and regulatory focus. FinCEN explicitly noted in its latest alert that it continues to assess its options to further modify deadlines, and a number of legal challenges and legislative actions remain active at various stages of the judicial or legislative process, respectively. For the latest on CTA enforcement requirements, visit FinCEN’s CTA landing page, or reach out to your Davis Graham attorney.
In the waning days of the Biden administration, two significant developments arose affecting federal onshore oil and gas leasing. First, the United States Court of Appeals for the Ninth Circuit vacated leases sold at the June 2018 Wyoming oil and gas lease sale but reversed a district court decision vacating other leases. Second, the Bureau of Land Management (BLM) announced an environmental impact statement (EIS) to analyze the greenhouse gas impacts of issuing more than 3,200 leases that have been the subject of litigation brought by the citizens’ group WildEarth Guardians.
In a Long-Awaited Decision, the Ninth Circuit Upholds Vacatur of the June 2018 Wyoming Lease Sale but Leaves Other Sales Intact
On January 17, 2025, a three-judge panel of the Ninth Circuit issued a 98-page decision on appeals of two decisions by the U.S. District Courts for the Districts of Montana and Idaho in Montana Wildlife Federation v. Haaland, No. 18cv69-BMM (D. Mont. May 22, 2020), and Western Watersheds Project v. Haaland, No. 18cv187-REB (D. Idaho Feb. 27, 2020). In those decisions, the district courts vacated oil and gas leases sold at multiple lease sales in multiple states.
The Ninth Circuit largely upheld the district courts’ decisions that BLM violated the National Environmental Policy Act (NEPA) and Federal Land Planning and Management Act (FLPMA) when selling the leases. With respect to the Montana Wildlife Federation decision, two members of the three-judge panel found that, for the June 2018 Wyoming lease sale, BLM did not properly implement an objective in the 2015 greater sage-grouse resource management plans (RMPs) to prioritize oil and gas leasing outside of greater sage-grouse habitat. One member of the panel dissented on this issue.
Then, the Ninth Circuit upheld the Montana Wildlife Federation court’s decision to vacate leases sold at the June 2018 Wyoming lease sale. The court determined that the district court appropriately vacated the leases because the seriousness of BLM’s failure to apply the prioritization objective outweighed the disruptive consequences of vacatur.
With respect to the Western Watersheds Project decision, the Ninth Circuit agreed with the district court that BLM violated FLPMA by shortening the public protest period for leases sold at the June and September 2018 Wyoming lease sales, the June and September 2018 Nevada lease sales, and the September 2018 Utah lease sale. The court further held that BLM violated NEPA by shortening the public comment period for leases sold at the September 2018 Wyoming, Utah, and Nevada lease sales.
The Ninth Circuit, however, held that the Western Watersheds Project court erred in vacating leases sold at the June and September 2018 Wyoming lease sales, the June and September 2018 Nevada lease sales, and the September 2018 Utah lease sale. The court reasoned that, with respect to the procedural NEPA and FLPMA errors, a likelihood existed that BLM could substantiate its decision. The court directed the district court to remand the leasing decisions to BLM for further proceedings in compliance with NEPA and FLPMA but to enjoin BLM from “permitting any surface disturbing activity in the interim.”
The Ninth Circuit’s decision does not necessarily mark the end of this appeal. Parties may seek en banc review of the panel’s decision (i.e., review by the full appeals court.
If no party seeks en banc review, or if en banc review does not produce a different result, then the consequences of the decision are significant with respect to the Montana Wildlife Federation litigation. Although the Ninth Circuit only upheld vacatur of one lease sale, the district court in Montana Wildlife Federation has issued a second decision finding similar error as the appealed decision due to BLM’s application of the prioritization objective in the greater sage-grouse RMPs. In the second decision, the district court vacated the December 2017, March 2018, and June 2018 Nevada lease sales, and the December 2017 and March 2018 Wyoming lease sales. The Montana Wildlife Federation plaintiffs likely will argue that vacatur of those leases should be affirmed in light of the Ninth Circuit’s decision. Furthermore, the Montana Wildlife Federation plaintiffs have brought similar challenges to leases sold at the February, September, and December 2019 and December 2020 Wyoming lease sales and the December 2017, March 2018, and March and December 2019 Montana lease sales. The district court has not yet issued a ruling on those lease sales.
With respect to the Western Watersheds Project litigation, the impacts of the decision are less significant. Although the Western Watersheds Project plaintiffs have also challenged additional lease sales in that litigation (i.e., leases in “Phases Two and Three”), their grounds for challenge differ from those at issue in the appeal. Additionally, the district court has declined to vacate the leases that were the subject of a second phase of that litigation.
Lessees who have leases that are the subject of the Montana Wildlife Federation and Western Watersheds Project litigation should assess the impacts of the Ninth Circuit’s decision on their leases and development plans.
BLM Announces an Intent to Prepare an EIS to Analyze the Impacts of Leasing on Greenhouse Gas Analysis
On January 16, 2025, BLM published in the Federal Register a Notice of Intent to prepare an EIS analyzing the potential impacts of issuing 3,224 oil and gas leases on greenhouse gas emissions. The Federal Register notice stated that the EIS may also analyze other “common impacts” to resources such as wildlife, water resources, and night skies.
The leases to be analyzed in the EIS were the subject of multiple lawsuits, including:
WildEarth Guardians v. BLM, 19–cv–00505 (D.N.M.), 20–2146 (10th Cir.) (challenging leasing decisions in New Mexico);
WildEarth Guardians v. Bernhardt, 16–cv–01724 (D.D.C.) (challenging leasing decisions in Colorado, Utah, and Wyoming);
WildEarth Guardians v. Bernhardt, 20–cv–00056 (D.D.C.) (challenging leasing decisions in Colorado, Montana, New Mexico, North Dakota, South Dakota, Utah, and Wyoming);
WildEarth Guardians v. Bernhardt, 21–cv–00175 (D.D.C.) (challenging leasing decisions in Colorado, New Mexico, Utah, and Wyoming); and
WildEarth Guardians v. Bernhardt, 21–cv–00004 (D. Mont.) (challenging leasing decisions in Montana, North Dakota and South Dakota).
In September 2022, BLM had prepared a draft supplemental environmental assessment (EA) analyzing the potential greenhouse gas impacts from certain leasing decisions; however, BLM never finalized that EA. In the Federal Register notice, however, BLM explained that it had elected to prepare an EIS because of “new science and information related to greenhouse gas emissions, climate change, and the social cost of greenhouse gases . . . and the number of oil and gas leases under consideration.” BLM particularly pointed to the Department of the Interior’s estimates of the social cost of greenhouse gases related in October 2024.
The Federal Register notice provided a timeframe for preparation of the EIS. In total, BLM estimated the EIS would take a minimum of approximately a year and a half to complete. The Federal Register notice did not address whether BLM would approve development on the subject leases while the EIS was ongoing.
Publication of the Notice of Intent opened the scoping process for the EIS. BLM is accepting public comment until March 17, 2025.
Whether the incoming presidential administration will pursue the EIS has not been determined, although the “Unleashing American Energy” Executive Order announced yesterday calls the EIS into question. Lessees should closely watch the status of this EIS and assess its potential impact on their development activities.
On December 4, President-Elect Donald Trump nominated Paul Atkins (“Atkins”) as the next chairman of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”). The current chairman, Gary Gensler, will step down and conclude his tenure on January 20, 2024, and if appointed, Atkins will replace him.
Atkins was previously an SEC commissioner for six years from August 2002 to August 2008 during the George W. Bush administration. Atkins also served on the staff of two former SEC chairmen, Richard C. Breeden and Arthur Levitt, from 1990 to 1994. Atkins is the founder and CEO of Patomak Global Partners, a fintech and financial consulting firm founded in 2009.
Atkins is known for his advocacy for de-regulation and promotion of the crypto industry.
SEC DIVISION OF EXAMINATIONS PUBLISHES RISK ALERT REGARDING REGISTERED INVESTMENT COMPANIES REVIEW OF CERTAIN CORE AREAS AND ASSOCIATED DOCUMENTS REQUESTED
On November 4, the Division of Examinations (“EXAMS” or the “Division”) of the SEC published a risk alert (the “Risk Alert”) regarding certain core focus areas and associated documents requested from registered investment companies as part of the Division’s examination of registered investment companies (“RICs”).
Examinations of RICs typically focus on whether funds: (i) have adopted and implemented effective written policies and procedures to prevent violation of federal securities laws and regulations; (ii) provide clear and accurate disclosures that are consistent with the funds’ practices; and (ii) promptly address compliance issues, when identified, and include reviewing three core areas: compliance programs, fund governance, and disclosure and regulatory reports. In the context of these core areas, examinations may consider other topics, such as portfolio management, brokerage and trading, valuation, service provider oversight, among others. Examples of areas that may be reviewed during examinations include:
Compliance policies and procedures (both of the funds and their service providers) for their effectiveness and whether they address certain risks, such as the risks associated with expense allocations between the adviser and the fund(s), or among funds and advisory clients;
Board governance processes and the efficacy of board oversight of funds’ compliance programs (e.g., whether boards are getting information necessary to exercise their oversight responsibilities, boards are requesting and reviewing information necessary to understand the issues and make the associated approvals, and funds and their advisers are accurately disclosing information to the boards related to the funds’ fees, expenses, performance, conflicts of interest, or relevant risks);
Funds’ investment advisory agreement approval process and the thoroughness of the board’s review of fund fees for consistency with disclosures (e.g. whether fund boards compared the services to be provided and the fees for such services against those under the adviser’s other advisory contracts or other advisers to RICs, such as peer groups, or other types of clients); and
Fund disclosures in regulatory filings and investor communications for their consistency and appropriateness relative to fund operations, conflicts of interest, and actual portfolio management activities.
The Risk Alert also includes a discussion of examples of deficiencies or weaknesses observed by SEC staff (the “Staff”) related to funds’ and their advisers’ compliance programs based on a review of deficiency letters sent to funds during the most recent four-year period.
Fund Compliance Programs
With respect to Fund Compliance Programs, the Risk Alert identified five examples of deficiencies or weaknesses observed by the Staff:
Funds did not perform required oversight or reviews as stated in their policies and procedures or perform required assessments of the effectiveness of their compliance programs, including funds that did not conduct required annual compliance reviews or compliance testing and funds that omitted material information from (or failed to document) annual compliance reports and did not review third party service providers’ policies and procedures for consistencies with contractual requirements and representations.
Funds did not adopt, implement, update, and/or enforce policies and procedures, including where funds did not adopt and/or implement policies and procedures to prevent violations of federal securities laws in one or more critical areas, the policies and procedures adopted did not appear to be reasonably designed to prevent violations of law, or the policies and procedures did not appear to be effectively implemented.
Policies and procedures were not tailored to the funds’ business model or were incomplete, inaccurate, or inconsistent with actual practices, for example, with respect to derivatives risk management programs, redemption requests, and compliance risks associates with investment strategies or approaches.
•Funds’ Codes of Ethics were not adopted, implemented, followed, enforced, or did not otherwise appear adequate. The Risk Alert noted instances where funds did not appear to have effective policies and procedures to address compliance with their Codes of Ethics, which resulted in trading in restricted securities by access persons, non-reporting by certain conflicted individuals, and non-reporting of covered trades.
CCOs did not provide requisite written annual compliance reports to fund boards, including where the funds did not have an appointed CCO or had an interim CCO who did not prepare the required report.
Fund Disclosures and Filings
Deficiencies and weaknesses observed by the Staff with respect to fund disclosures included instances where registration statements, fact sheets, annual reports, and semi-annual reports contained incomplete or outdated information or contained potentially misleading statements, sales literature and websites appeared to include untrue statements or omissions of material facts, and filings that were not made or not made on a timely basis. Examples included funds that disclosed investment processes or analyses that were not consistent with advisers’ practices, or repeatedly exceeded stated asset investment thresholds and funds that mischaracterized the use of environmental, social, and governance factors in their investment decision-making processes compared to their actual practices, among others.
Fund Governance Practices
Deficiencies and weaknesses observed by the Staff with respect to fund disclosures included instances where:
Fund board approvals of advisory agreements appeared to be inconsistent with the Investment Company Act of 1940, as amended, and/or the funds’ written compliance procedures. For example, where advisory or sub-advisory agreements were not reviewed on a timely basis, where certain information to evaluate advisory agreements was not requested, and where material changes to the advisory agreement, such as changes of control or changes to advisory fees, were not considered.
Fund boards did not receive certain information to effectively oversee fund practices, such as changes to compliance programs and information with respect to illiquid investments.
Fund boards did not perform required responsibilities, including where boards did not make certain required determinations or adopt tailored policies and procedures.
Fund board minutes did not fully document board actions, which also resulted in deficiencies under books and records requirements.
SEC ANNOUNCES ENFORCEMENT RESULTS FOR FISCAL YEAR 2024
On November 22, the SEC announced the results from enforcement actions for the SEC’s fiscal year ended September 30, 2024. According to the press release announcing the results (the “Press Release”), in 2024, the SEC filed 583 enforcement actions, reflecting a 26% decline from fiscal year 2023. Of those 583 enforcements, 431 represented “stand alone” enforcement actions, which was a 14% decrease from fiscal year 2023.
Despite the decrease in the overall number of enforcement actions, the monetary number of fines significantly increased over fiscal year 2024. The total financial remedies for fiscal year 2024 increased 65.5% as compared to 2023 ($8.2 billion vs $4.9 billion in 2023). The $8.2 billion in financial remedies was comprised of approximately $6.1 billion in disgorgement and pre-judgment interest (the highest amount on record) and approximately $2.1 billion in civil penalties (the second highest amount on record). Approximately 56% of the $8.2 billion in financial remedies is attributable to a single monetary judgment obtained following the SEC’s jury trial win over Terraform Labs and Do Kwon, which required the defendants to pay a final judgment of more than $4.5 billion, representing the highest remedies ever obtained by the SEC following a trial.
According to the Press Release, the SEC distributed $345 million to harmed investors during fiscal year 2024 (a significant decrease from the $930 million distributed in 2023). The SEC also received 45,130 tips, complaints, and referrals in fiscal year 2024 (the most ever received in a single year), including more than 24,000 whistleblower tips, resulting in almost $255 million issued in whistleblower awards.
The SEC’s enforcement actions covered a variety of topics, but a few of the key enforcement areas for fiscal year 2024 included off-channel communications, the integrity of investment professionals, and the use of artificial intelligence (“AI”).
Off-Channel Communications
In fiscal year 2024, recordkeeping cases for off-channel communications resulted in more than $600 million in penalties. Since 2021, more than 100 firms have been charged $2 billion in penalties, indicating that the SEC continues to focus its efforts on recordkeeping enforcement.
Integrity of Investment Professionals
In fiscal year 2024, the SEC brought numerous enforcement actions against investment professionals for fraud and other securities law violations. Of the enforcement actions, a few focused on false and misleading statements concerning funds’ holdings and returns and firms overvaluing the obligations held in their advisory accounts.
Use of Artificial Intelligence
In fiscal year 2024, the SEC was also focused on the use of AI. The SEC brought enforcement actions for false and misleading statements about the use of AI in the investment process and false claims promising 100% protection for clients’ funds despite the use of AI.
The Press Release also highlights the enforcement results during the final fiscal year with Gary Gensler as chairman of the SEC. During Gensler’s tenure as chairman, the amount of monetary fines (in billions) has nearly doubled as compared to the fines obtained during former-chairman Jay Clayton’s tenure.
SEC CHARGES ADVISER FOR MAKING MISLEADING STATEMENTS ABOUT SUPPOSED INVESTMENT CONSIDERATIONS
On November 8, the SEC announced a settlement with a registered investment adviser (the “RIA”) related to misleading statements about the percentage of the RIA’s company-wide assets under management (“AUM”) that integrated environmental, social, and governance (“ESG”) factors in investment decisions.
As detailed in the SEC’s order (the “Order”), between 2020 and 2022, the RIA told clients and included in its marketing materials that from 70%-94% of its parent company’s AUM were “ESG-integrated.” These percentages included the RIA’s passive ETFs, which accounted for a substantial portion of the RIA’s AUM, which, according to the Order, was misleading as many of the ETFs could not consider ESG factors in marking investment decisions as they were passive strategies and did not track an ESG-related index. In addition, the Order also found that the RIA did not have comprehensive written policies and procedures concerning how the RIA would determine the percentage of its firm-wide AUM that was ESG-integrated.”
As a result, the SEC’s Order stated that the RIA violated: (i) Section 206(2) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), which includes that it is unlawful for any investment adviser to “engage in any transaction, practice, or course of business which operates as a fraud or deceit upon any client or prospective client;” (ii) Section 206(4) of the Advisers Act and Rule 206(4)-1(a)(5) thereunder, which among other things, includes prohibitions against directly or indirectly publishing, circulating or distributing an advertisement that contains any untrue statement of material fact, or which is otherwise false or misleading;[1] (iii) Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder, which require registered investment advisers to adopt and implement written policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder; and (iv) Section 206(4) of the Advisers Act and Rule 206(4)-8 thereunder, which require make it unlawful for investment advisers to pooled investment vehicles to “make any untrue statement of a material fact or to omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, to any investor or prospective investor in the pooled investment vehicle; or [o]therwise engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative with respect to any investor or prospective investor in the pooled investment vehicle.”
Without admitting or denying the Order’s findings, the RIA agreed to cease and desist from violations of the charged provisions, be censured, and pay a $17.5 million civil penalty.
SEC ANNOUNCES CHARGES AGAINST ADVISERS IN CONNECTION WITH FORM PF REPORTING FAILURES
On December 13, the SEC announced settlements with seven SEC-registered investment advisers for failing to timely report on Form PF.
Pursuant to Rule 204(b)-1 under the Advisers Act, certain advisers to private funds, as well as certain commodity pool operators and commodity trading advisors, must file Form PF with the SEC. Broadly, Rule 204(b)-1 requires investment advisers that have at least $150 million in private fund assets under management (“AUM”) to file Form PF on a quarterly or annual basis; the frequency of filings and the Sections required to be completed is determined by the size and categorization of the type of private funds they advise.
The SEC uses the confidential information collected on Form PF data to monitor systemic risk in the private fund industry, inform its regulatory programs and rulemaking, assess and identify compliance risks, and determine targets for examinations and investigations. Moreover, Section 204(b)(11) of the Advisers Act requires the SEC to report annually to Congress on how the SEC has used Form PF data to monitor the markets for the protection of investors and the integrity of the markets.
The Form PF violations stemmed from failures on the part of the advisers to make the required Form PF filings over extended periods, many of whom had failed to make Form PF filings over multiyear periods. The seven advisers agreed to pay over $790,000 in combined civil penalties. During the SEC’s investigation, the advisers remediated their filing failures by making the necessary filings.
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[1] This Rule was replaced by the Marketing Rule with an effective date of May 4, 2021 and a compliance date of November 4, 2022. The marketing related materials at issue predated the Marketing Rule’s compliance date.
On August 1, 2024, the U.S. Senate unanimously passed the bipartisan Good Samaritan Remediation of Abandoned Hardrock Mines Act (“Good Samaritan Act” or “Act”).[1] The House followed suit by passing the Act on December 10, 2024[2], and President Biden signed it into law on December 17, 2024.[3]
The Act is a response to the threat of ongoing contamination from historic abandoned mine lands (“AMLs”), which are often more than one hundred years old—so they predate modern cleanup and remediation requirements and frequently the companies responsible for the contamination no longer exist.[4] However, because AMLs pose environmental and health hazards, individuals and groups have long wanted to clean up these sites—despite having no legal or financial responsibility to do so. Until now, these well-intentioned Good Samaritans have been deterred from doing so because under existing environmental laws like the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.) (“Clean Water Act” or “CWA”) and the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.) (“CERCLA”), they would become legally responsible for all the pre-existing pollution from a mine site, even if they played no role in causing it. The Act seeks to address this problem by offering limited permits and legal protections for Good Samaritans willing to clean up these sites.[5]
According to the Government Accountability Office, there are at least 140,000 abandoned hardrock mine features across the country—over 60% of which pose or may pose safety or environmental hazards.[6] While this figure is staggering, federal officials estimate there could be more than 390,000 additional features on federal land they have yet to account for.[7] While federal agencies will often intervene to shoulder remediation costs when the mining company responsible for the mine no longer exists, there are more abandoned mines than funds to clean them up—which is where these Good Samaritans come in.[8]
Who can be a “Good Samaritan”?
A “Good Samaritan” can be any person—including a state agency, local government, nonprofit, and private organization (including a mining company)—so long as it: (i) is not a past or current owner or operator of the abandoned site (or a portion thereof); (ii) had no role in the creation of the historic mine residue; and (iii) is not potentially liable under any law for the remediation, treatment, or control of the historic mine residue under any federal, state, local, or Tribal law.[9]
Eligible Sites
The Act applies to “abandoned hardrock mine sites,” which are defined as abandoned or inactive hardrock mine sites (including any facility associated with the mine site) that were used for the production of a mineral (excluding coal) on non-federal land or on federal land under the Mining Law of 1872 (Revised Statutes §§ 2319–2352) and for which there is no responsible owner or operator who is potentially liable for environmental remediation under applicable laws.[10] This includes sites that were previously subjected to a final CERCLA response action or similar federal or state cleanup programs, including brownfields revitalization.[11] However, the Act excludes mines and associated facilities that: (i) are in a temporary shutdown; (ii) are on the National Priorities List; (iii) are undergoing planned or ongoing CERCLA or similar state or federal cleanup actions; (iv) have a responsible owner or operator[12]; or (v) actively mined or processed minerals after December 11, 1980.[13]
Available Permits
The Act creates a seven-year pilot program during which the EPA Administrator (“Administrator”) may issue two types of permits: (i) Good Samaritan permits and (ii) investigative sampling permits.[14] However, during the pilot program period the Administrator may not grant more than 15 Good Samaritan permits in total and 15 investigative sampling permits at any one time.[15]
Good Samaritan Permit
To be eligible for a Good Samaritan permit, a person must submit an application containing detailed information on the site; plans for remediation, post-remediation, contingencies, and health and safety; the work schedule; a budget; and a list of the parties involved, including their legal rights to the site and expertise.[16] The applicant must also demonstrate that: (A) the site is located in the United States; (B) the purpose of the permit is remediation; (C) the proposed activities are designed to result in partial or complete remediation within the permit term; (D) the proposed project poses a low risk to the environment; (E) the applicant possesses the financial, other resources, experience, and capacity required to complete the permitted work and address any and all contingencies as identified in the permit; (F) the person meets the definition of a Good Samaritan (i.e., not liable for the contamination); (G) the person has made “reasonable and diligent efforts to identify” all responsible owners or operators; and (H) no responsible owner or operator exists.[17] By obtaining a Good Samaritan permit, the permittee is excused from obtaining other permits that would otherwise be necessary under the CWA, CERCLA, and state or tribal law.[18] Permits may be transferred if the transferee qualifies as a Good Samaritan, agrees to be bound by the permit terms and any additional conditions imposed by the Administrator, and the head of the relevant federal land management agency approves.[19]
Investigative Sampling Permit
Prior to seeking a Good Samaritan permit, an interested person may apply for an investigative sampling permit to conduct an investigation of historic mine residue, soil, sediment, or water to determine baseline conditions and whether it is willing to perform remediation to address the historic mine residue.[20] The application requirements are less fulsome than those required for a Good Samaritan permit, but still require a description of the site, a list of the parties involved and their legal rights to the site and expertise, previously documented water quality data (if reasonably known), and health and safety and contingency plans.[21] An investigative permit may not allow reprocessing of mining residue, but it may authorize metallurgical testing of historic mine residue to determine whether reprocessing is feasible.[22] An investigative permit does not obligate the person to remediate the site, and the person will still receive the legal protections for the work conducted under the investigative permit.[23] However, if the permittee wishes to convert its investigative sampling permit to a Good Samaritan permit, it must do so within a year.[24]
Reprocessing / Recycling
The Act prohibits mining activities (i.e., mineral exploration, processing, and beneficiation).[25] However, the reprocessing or recycling of historic mine residue (i.e., re-mining) may be permitted if the materials only include historic mine residue, the reprocessing is approved as part of the remediation plan, the proceeds from the sale of the materials are used to defray the costs of the remediation and (if required by the permit) to reimburse the EPA or other federal land management agency, and any remaining proceeds from the sale are deposited into the Good Samaritan Mine Remediation Fund.[26]
Liability Protections
The Act provides protection from liability under the CWA and CERCLA—for both Good Samaritan permits and investigative sampling permits—during and after the permit term, so long as the permittee only carries out activities authorized under the terms of its permit.[27] And as noted above, investigative sampling permits that are not converted to a Good Samaritan permit still enjoy liability protections.[28] Good Samaritans and cooperating persons carrying out actions pursuant to and in compliance with a permit are also excused from compliance with several requirements under the CWA, including the need to obtain a permit under CWA §§ 402 or 404, as well as the remediation permit requirement of CERCLA § 121(e).[29] Thus, a Good Samaritan permittee does not need to obtain a federal, state, or local permit for any removal or remedial action conducted entirely onsite.
Importantly, however, if a violation of either permit causes a worsening of environmental conditions, the permittee must return the site to its prior condition or all liability protections will be revoked and the permittee will be subject to all applicable environmental laws, including citizen lawsuits under the CWA.[30] Additionally, if the Good Samaritan commingles the permitted discharge or waste with other mining waste or discharge that is not covered under the Good Samaritan Permit, the other waste or discharge is not protected, and full federal, state and local permitting requirements apply to that waste or discharge.[31]
Remediation Fund
The Act creates a Good Samaritan Remediation Fund for each federal land management agency that authorizes a Good Samaritan project, as well as the EPA, to assist with funding for approved projects.[32] In addition to the excess proceeds from reprocessing materials, the Fund is comprised of appropriated monies, collected financial assurance monies, any monies collected for long-term operations and maintenance of a completed project under an agreement with the applicable federal land management agency, and any donated monies.[33]
Public and Government Participation
The Act contains numerous requirements for public involvement, environmental review, public hearings and state, local, and tribal government consultation.[34] Additionally, the issuance or modification of a Good Samaritan permit (but not an investigative sampling permit), is considered a “major Federal action” for purposes of the National Environmental Policy Act (“NEPA”),[35] and such permits may only be issued for projects for which the NEPA lead agency issues a Finding of No Significant Impact (“FONSI”).[36]
Future of the Act
While the pilot program is limited to 15 lower-risk projects, when it sunsets, the Administrator must prepare a comprehensive report on the results of the program for Congressional review.[37] This report must incorporate recommendations on whether the program should be continued, including a description of any program modifications and amendments to existing law that should be made to continue the purposes of the Act.[38] Thus, while the 7-year pilot program will likely only achieve modest gains in cleaning up AMLs, given the magnitude of the AML issue and long-standing appetite for cleanup liability protection, it is likely that we will see some form of the program continue into the future.
[4] The U.S. Environmental Protection Agency estimates that hardrock mines have contributed to the contamination of 40% of the country’s rivers and 50% of all lakes. Gov’t Accountability Office, From Gold Rush to Rot—The Lasting Environmental Costs and Financial Liabilities of Hardrock Mining (Feb. 22, 2023), https://www.gao.gov/blog/gold-rush-rot-lasting-environmental-costs-and-financial-liabilities-hardrock-mining.
[6] U.S. Gov’t Accountability Office, Abandoned Hardrock Mines: Information on Number of Mines, Expenditures, and Factors that Limit Efforts to Address Hazards 15 (Mar. 2020).
[12] A “responsible owner or operator” includes any person that is legally responsible under the CWA and financially able to comply with the CWA’s requirements, or a present or past owner or operator or other liable party under CERCLA who is financially able to comply with CERCLA’s requirements. Id. § 2(16).
A panel of the Fifth Circuit has reinstated the nationwide preliminary injunction blocking enforcement of the Corporate Transparency Act (the “CTA”). This decision comes just three days after another panel of the same court stayed the injunction. As a result of this newest ruling, Reporting Companies are once again not required to comply with the CTA’s reporting obligations, including the recently extended deadlines.
Earlier this week, as discussed in our December 24, 2024 Legal Alert, a panel (the “motions panel”) of the Fifth Circuit Court of Appeals granted an order in favor of the government’s emergency motion to vacate the preliminary injunction issued by the U.S. District Court for the Eastern District of Texas, such that filing obligations again became mandatory. However, in an order filed December 26, 2024, a different panel of the Fifth Circuit (the “merits panel”) has vacated the motion panel’s stay of the nationwide preliminary injunction, reviving the injunction. As a result, the obligation for Reporting Companies to file beneficial ownership information reports (“BOIRs”) is once again non-mandatory unless and until the injunction is removed or overturned.
FinCEN issued a statement today recognizing the latest order, stating that “as of December 26, 2024, the injunction issued by the district court in Texas Top Cop Shop, Inc. v. Garland is in effect and reporting companies are not currently required to file beneficial ownership information with FinCEN.” The statement can be found here, under the “Alerts” portion of the page.
Given the ongoing uncertainty surrounding the enforcement of the CTA, we recommend that Reporting Companies continue any analysis and preparation of BOIRs and remain prepared to file promptly if required.
Our team will continue to monitor developments and provide updates as they occur. If you have questions about your obligations under the CTA or how the injunction impacts your company, please contact your Davis Graham attorney.
For more information on the CTA’s reporting requirements, please refer to Davis Graham’s past CTA legal alerts:
On December 23, 2024, the Fifth Circuit granted the government’s motion to stay the preliminary injunction that was issued by the U.S. District Court for the Eastern District of Texas in the Texas Top Shop case. The injunction had temporarily suspended reporting requirements under the Corporate Transparency Act (the “CTA”). As a result of the Fifth Circuit’s order, the CTA’s mandatory reporting is back in effect, subject to short extensions of certain reporting deadlines, as detailed below.
As noted in our December 6, 2024 Legal Alert, a nationwide preliminary injunction was issued earlier this month that temporarily blocked the enforcement of the CTA and its implementing regulations and reporting deadlines. As a result of the injunction, “Reporting Companies” (i.e., companies that are obligated under the CTA to file beneficial ownership information reports with the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”)) were not required to comply with the CTA while such injunction was in effect.
The government quickly filed an emergency motion with the Fifth Circuit to stay the preliminary injunction issued by the U.S. District Court for the Eastern District of Texas. On December 23, 2024, the Fifth Circuit ruled on that motion, finding that “the government has made a strong showing that it is likely to succeed on the merits in defending the CTA’s constitutionality,” and granted an order in favor of the government, removing the preliminary injunction. As a result of the order, the CTA and its regulations remain enforceable, and compliance is mandatory.
Shortly after the Fifth Circuit’s order was published, FinCEN issued an alert (available here) granting an extension to Reporting Companies for the following reporting deadlines:
Creation or Registration Date
Revised Deadline
Prior to January 1, 2024
January 13, 2025
On or after September 4, 2024 with an original filing deadline between December 3, 2024 and December 23, 2024
January 13, 2025
On or after December 3, 2024 and on or before December 23, 2024
Have an additional 21 days from their original filing deadline
The Fifth Circuit’s order did not include a ruling on the constitutionality of the CTA, which remains the subject of litigation pending in various courts across the country. Until such a determination is made with general applicability, we expect the CTA’s framework to remain in flux.
Nonetheless, as of the date of this alert, the CTA and its regulations are in effect and enforceable. Accordingly, Reporting Companies that have not already filed with FinCEN should review their filing obligations under the CTA. If a report is required, such report should be filed within the applicable deadlines.
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