My last post on the Corporate Transparency Act (the “CTA”) was just more than a month ago. What a difference a month makes! It seemed like every time I sat down to write an update, something changed . . . . As I head off to the Association of American Law Schools annual meeting in San Francisco, I thought I would offer a quick set of links for you to enjoy if you want to briefly catch up. You can find a nice summary here. But the essence is as follows.

Following the nationwide injunction prohibiting enforcement of the CTA early last month, the U.S. government appealed. On December 23, a motions panel of the United States Court of Appeals for the Fifth Circuit granted the government’s emergency motion for a stay pending appeal. The court’s order also expedited the appeal to the next available oral argument panel. On December 26–a mere three days later, the Fifth Circuit vacated that stay, reviving, in effect, the U.S. District Court’s nationwide injunction against the government’s enforcement of the CTA. Got that? (Feel free to read it again.)

On December 31 (happy new year!), the U.S. Solicitor General applied to…

Thing One:  SEC Commissioner Mark Uyeda recently posted this dissent regarding an SEC enforcement action against Cantor Fitzgerald. The action accused Cantor Fitzgerald of taking SPACs public while already having begun to have substantive negotiations with potential merger targets.  Commissioner Uyeda argues that in the context of SPACs – which are designed to merge with someone eventually – preliminary negotiations with targets should not be considered material until they are close to reaching binding contract.

John Jenkins at Deal Lawyers Blog points out Uyeda’s views may be more representative of what we can expect from the incoming administration.  And I particularly note as much because (as Uyeda mentions) the SEC settled an enforcement action against Digital World Acquisition Corp. for failing to disclose discussions with Trump Media before the DWAC IPO. 

Notably, the case against Patrick Orlando, the former DWAC CEO, was filed last year and continues to be litigated. 

Thing Two: I was fascinated by this Bloomberg story about ATIC, the main insurance company for taxis/rideshares in New York, which recently was declared insolvent. (Anyone who teaches Walkovsky v. Carlton can’t help but be interested in NYC taxi insurance regulation.)

Anyway, the main takeaway…

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders … shall be the Court of Chancery of the State

The proponent professes concern about

Second, Kroger assumed a