Business Law Journal

For those following recent developments regarding the Corporate Transparency Act, and its Beneficial Ownership Information reporting requirements, the last month has been a dizzying rollercoaster. As of the date of this alert, the nationwide injunction preventing the enforcement of the CTA and its BOI reporting requirements has been reinstated by the Fifth Circuit Court of Appeal, meaning that “Reporting Companies” (as defined in the CTA) are currently not required to file BOI reports. However, the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) continues to accept voluntary BOI submissions.

On December 23, 2024, with the looming January 1, 2025, filing deadline just days away, the Fifth Circuit Court of Appeals lifted a nationwide injunction which had temporarily prohibited the enforcement of the Corporate Transparency Act (CTA) and its implementing regulations (including the mandatory beneficial ownership information (BOI) reporting rule).

On October 29, 2024, Financial Crimes Enforcement Network (“FinCEN”) announced it was granting limited extensions for certain business entities with respect to the beneficial ownership reporting requirements as required under the Corporate Transparency Act (“CTA”). Notably, the limited nature of this relief appears to indicate that there will be no broad extension granted to the current January 1, 2025 deadline by which time Reporting Companies formed prior to January 1, 2024 must file their BOI Report. This article provides a background to the CTA reporting requirements and breaks down which business entities may take advantage of the extension. A more detailed discussion on the CTA and its general reporting requirements can be found here. 

In Camden Systems, LLC v. 409 North Camden, LLC, a California Court of Appeal recently affirmed that a limited liability company (“LLC”) “shall have all the powers of a natural person in carrying out its business activities”, which included ratifying its prior acts. Moreover, the California Court of Appeal affirmed that a member does not have standing to challenge actions taken before it became a member of the LLC, of record or beneficially; and that LLC operating agreements may (with some limitations) deviate from and supersede statutory default provisions.

With the growing popularity and prevalence of generative artificial intelligence, courts are increasingly being called upon to decide novel legal issues based on never-before-seen phenomena that are challenging the traditional paradigm applied to human-generated content.  And copyright law is no exception.

Following the Legislature’s 2024 amendments to Section 16600, a new spotlight has been shown down on the so-called Trade Secret Exception and the rift that has emerged over the past few years between California courts about its continued application.  Ultimately, the California Supreme Court will likely be called upon in the near future to address whether—and to what extent—an employer may include restrictive covenants in an employment agreement as necessary to protect the employer’s trade secrets.  Until it does, litigants may credibly argue that the legislature’s recent amendments to Section 16600 abrogated the exception, diminished the exception, or had no effect on it at all.  

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In VFLA Eventco, LLC v. William Morris Endeavor Entertainment, LLC, the California Court of Appeal recently affirmed the importance of drafting a contract with a clear understanding of every word and clause, and the effect each has on the contract as a whole.

On September 30, 2023, California Governor Gavin Newsom signed into law Senate Bill (SB) No. 235, now codified as California Code of Civil Procedure section 2016.090, introducing a significant shift towards encouraging proactive initial disclosures in state court civil litigation. This legislative change amends California’s Civil Discovery Act to include proactive initial disclosure rules that align with those used in Federal Court. Effective for almost all civil cases filed after January 1, 2024, until January 1, 2027, this amendment heralds a new era of discovery rules in California that aim to foster judicial efficiency, transparency, and fairness in civil litigation.

The recent decision in Epochal Enterprises, Inc. v. LF Encinitas Properties, LLC, 2024 WL 358231 (1/31/24), asks the question: Will common exculpatory lease terms protect the landlord from an adverse jury verdict of gross negligence?  Ultimately, the answer is “No.”

California requires that businesses file a Statement of Information to maintain compliance and the legal standing of your business - corporations are required to file a Statement of Information annually in the month of registration, while LLCs are required to submit the Statement of Information biennially (and within 90 days of registration). One of the latest scams targeting business, both foreign and domestic, involves fraudulent or misleading requests to submit a California Statement of Information on the business’ behalf. These deceptive practices can pose severe risks to your business by exploiting your legal obligations and imposing exorbitant fees.