A View into Compliance: The Corporate Transparency Act, beneficial ownership, and counterparty due diligence
Kelley Drye & Warren LLP.
Matthew Luzadder is managing partner of the firm's Chicago office. Matt focuses his national practice on white-collar crime, compliance and internal investigations.
Kelley Drye & Warren LLP.
Wendy Clarke focuses her practice on corporate, finance and securities law. Wendy represents global companies, private equity funds and other entities in connection with mergers and acquisitions, dispositions, syndicated financings and other commercial transactions, as well as general corporate governance matters.
On-Demand:October 26, 2023
$195.001.5 hour CLE
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On January 1, 2024, the Corporate Transparency Act (the “CTA”) comes into effect for reporting companies formed after that date, with reporting for existing companies taking effect a year later. With companies growing in complexity both in structure and number of investors, navigating the CTA can be daunting. This CLE will discuss how the CTA registry will be used, the companies that must report, exemptions from reporting and who is a beneficial owner. We will review how the CTA overlaps or aligns with FinCEN’s existing Customer Due Diligence (CDD) Rule applicable to financial institutions. We’ll explore how non-financial companies conduct counterparty due diligence, including sanctions screening and anti-money laundering controls, and provide a practical perspective on how the CTA may impact this process. Importantly, the regulations implementing the CTA are still being developed. FinCEN issued of the final regulations on “beneficial ownership information” (“BOI”) reporting requirements in September 2022, the first rulemaking in the trio planned to implement the CTA, and final rule for the second rulemaking on Beneficial Ownership Information Access and Safeguards is expected in 2023. We’ll focus on the third rulemaking that will revise FinCEN’s CDD Rule no later than January 1, 2024 and the comments and concerns that have illuminated how companies should view the CTA and prepare their compliance programs.
Key topics to be discussed:
How to comply with the CTA
Understanding the impact of CTA on existing counterparty due diligence obligations and practices
Key issues for companies to consider as FinCEN completes the rulemaking for implementation of the CTA
Date / Time: October 26, 2023
Matt Luzadder | Kelley Drye & Warren LLP.
Matthew Luzadder is managing partner of the firm’s Chicago office. Matt focuses his national practice on white-collar crime, compliance and internal investigations. He also has extensive experience in commercial litigation and labor and employment law matters. In each of these areas, he brings knowledge of the laws and regulations, combined with the perspective of how companies can best structure their business practices to mitigate risk and achieve favorable results.
Matt’s clients include national and global corporations, privately-owned businesses, and start-up and fast-growth companies. Matt advises the leading financial services organizations, as well as payment processors and companies who provide services related to blockchain technologies. He also represents the country’s foremost general and specialty contractors, as well as some of the largest developers, generators and distributors in the traditional and renewable energy sectors. He practices in Illinois, Florida, and California, and is a non-practicing solicitor in England and Wales.
Matt represents companies in a variety of state and federal government investigations and regulatory inquires and conducts related internal investigations and compliance reviews. At the federal level, he has experience with matters before the Department of Justice, the Department of Agriculture, Drug Enforcement Administration, Consumer Financial Protection Bureau, Federal Trade Commission and the Department of Treasury, including FinCEN and OFAC, as well as foreign law enforcement entities. He regularly represents clients before attorneys general, state inspectors general and state financial regulators. These engagements include multistate and parallel investigations. He is a Certified Anti-Money Laundering Specialist® (CAMS) by the Association of Certified Anti-Money Laundering Specialists.
Matt is committed to understanding his clients’ specific industries and objectives and brings this knowledge to bear in order to achieve favorable outcomes in law enforcement and regulatory matters. These matters include data privacy and security, anti-money laundering, fraud prevention, and other consumer protection issues. Matt has drafted and assisted clients in implementing best practices guides, risk assessments, internal policies, procedures and controls, and conducted compliance reviews and trainings for clients, including large, multi-national organizations.
Matt is fluent in issues ranging from SEC reporting and compliance, to negotiating service contracts and software licensing agreements. Matt also has particular knowledge of the complexities of payment systems and the financial system. A prolific speaker and writer, Matt is a member of the faculty at Nacha’s Payments Institute, where he teaches classes on risk management, compliance and contractual negotiations.
Matt has a depth of litigation experience that guides his approach to resolving issues before litigation commences. Notably, Matt co-authored a chapter on the topic of negotiation for Reuter’s Business and Commercial Litigation in Federal Court originally published in 2016 and updated annually. Where settlement has not been possible, he has ended cases with dispositive motions and obtained court orders granting injunctions, motions to dismiss and summary judgment. He has successfully litigated breach of contract, tortious interference, false advertising, trade secrets, and various other related commercial and consumer protection claims.
Matt has nearly two decades of experience defending businesses in employment actions in federal court and before the Equal Employment Opportunity Commission, as well as before various state agencies and in response to charges of discrimination, retaliation and Equal Pay Act and Fair Labor Standards Act violations. He has been recognized by BTI Consulting as a Client Service All-Star in 2014, 2015, 2017 and 2019 and MVP Labor and Employment specialist in 2015.
Valued by both his clients and colleagues for creativity and resourcefulness, Matt is a pragmatic and effective negotiator and advisor. A dedicated listener who is responsive and diplomatic, Matt has resolved matters that range from several million to over $100 million. His clients appreciate that he consistently thinks broadly, but is also dedicated to all of the “moving parts” and micro issues to achieve his client’s goals.
Wendy Clarke | Kelley Drye & Warren LLP.
Wendy Clarke focuses her practice on corporate, finance and securities law. Wendy represents global companies, private equity funds and other entities in connection with mergers and acquisitions, dispositions, syndicated financings and other commercial transactions, as well as general corporate governance matters. Wendy also counsels broker-dealers in connection with regulatory, securities enforcement and transactional matters.
Wendy’s previous work experience spans both the public and private sectors. Immediately prior to practicing law, she was a senior administrator in government where she saw oversaw municipal project development and financing instruments among other economic development incentives. Having handled complex negotiations, Wendy brings this experience to bear in her corporate and transactional practice at Kelley Drye.
Wendy also draws on her knowledge as a CPA and as a former financial analyst for two Fortune 500 companies in negotiating complex corporate transactions. As a result, Wendy is relied upon to serve as a trusted legal advisor on wide-ranging transactions, ensuring that her clients achieve their objectives while remaining flexible and results oriented.
A Connecticut Super Lawyers “Rising Star,” Wendy is valued for her honed negotiation skills. She is dedicated to achieving the right result for her clients and colleagues alike, and is appreciated for her ability to enhance relationships between her clients and their constituencies throughout the negotiation process.
Notably, Wendy clerked at the U.S. Securities & Exchange Commission during law school, where she worked on special projects in the Division of Enforcement. Her hands-on experience at the SEC is an asset to the clients she serves.
I. How to comply with the CTA | 12:00pm – 12:30pm
II. Understanding the impact of CTA on existing counterparty due diligence obligations and practices | 12:30pm – 1:00pm
Break | 1:00pm – 1:10pm
III.Key issues for companies to consider as FinCEN completes the rulemaking for implementation of the CTA | 1:10pm – 1:40pm