Session I - The Corporate Transparency Act and Beyond – Jason Warner
This session provides a comprehensive overview of the Corporate Transparency Act (CTA) and related regulatory aspects, providing a structured breakdown into key sections. This program will serve as a valuable guide for navigating the complexities of the Corporate Transparency Act and related regulations.
The Corporate Transparency Act and Beyond
Effective Date/Reporting Schedule/Deadlines
Reporting Company Exemptions
Applicant and Supervisor
Impact on Law Firms
Access and Security proposed regulations--reaction by banks, transparency advocates
Session II - Here Comes the Sun: The corporate transparency act reporting obligations – Robert Dube
The Corporate Transparency Act imposes significant new reporting obligations on corporate entities based on a stated goal of cracking down on money laundering and drug cartels. This presentation will explain the reporting obligations, exceptions to the same, and the penalties for failure to comply. Further, there will be a short exploration of how this could affect litigation going forward.
Specific details that have to be reported
Elements that qualify or disqualify a business from having to report
Penalties for failure to report
How it could affect determinations of diversity jurisdiction in civil litigation going forward
Session III - Effect of the Corporate Transparency Act and Related AML Initiatives on the Real Estate Sector – Andrew Weiner
This session will delve into the intricate implications of the Corporate Transparency Act (CTA) on the real estate sector. This discussion will focus on the unique impact of the CTA and Anti-Money Laundering (AML) regulations on real estate entities. We will explore how these regulations affect large operating companies, holding companies, and Special Purpose Entities (SPEs), as well as their disclosure liabilities for lenders. Additionally, we will analyze the CTA within the broader AML context, considering its interface with existing AML disclosure regimes, such as Geographic Targeting Orders (GTOs), the Enablers Act, the Anti-Money Laundering Act of 2020 (AFIDA), and the Illicit Cash Act (IISA).
Furthermore, we will examine the recent FinCEN Real Estate Advanced Notice of Proposed Rulemaking (ANPRM) issued on December 21 and its implications. Our discussion will also encompass the evolving landscape of state and local laws, the impact of these regulations on real estate transactions, and the resultant changes in real estate documentation, due diligence processes, company structures, documents, and Directors & Officers (D&O) insurance. Lastly, we will explore the role and influence of legal practitioners in navigating these regulatory changes.
Application of exemptions to SPE’s and other entities used for real estate investments, including trusts and pooled investment vehicles
Whether lenders, advisors, board members and others will be “beneficial owners”
How to apply the CTA rules to complex capital structures
Other AML initiatives that impact or may impact real estate
Due diligence and drafting responses in real estate transactions
Date / Time: February 29, 2024
2:00 pm – 5:20 pm Eastern
1:00 pm – 4:20 pm Central
12:00 pm – 3:20 pm Mountain
11:00 am – 2:20 pm Pacific
Jason Warner | Law Offices of Jonathan H. (Jason) Warner, P.A.
Jonathan H. (Jason) Warner concentrates his practice on international tax matters. He is a former chair of the Florida Bar Tax Section and was named the Section’s ‘Tax Attorney of the Year” in 2008. He was a principal participant in the Section’s FIRPTA withholding tax project that resulted in enactment of a new model federal tax withholding system. He is a past Chair of the Committee on International Tax of the ABA Section of International Law and Practice, and has authored several comments to Congress and the Treasury on pending federal legislation or regulations.
He has been a frequent speaker and writer on international and other tax topics. He received his J.D. degree in 1971 from Columbia University School of Law, where he was Managing Editor of the Columbia Journal of Transnational Law. Prior to opening his own practice in 1999, he was a partner in the law firms Greenberg, Traurig; Fowler, White (Miami); and Baker & McKenzie. An early adaptor to telecommuting, he now works primarily from the North Carolina mountains.
Robert Dube | Eckland & Blando
Robert “Robby” Dube grew up working in his family’s small business and ranch, so he understands the needs of businesses and works tirelessly to advocate for them in a cost-effective manner. He is a zealous litigator, having briefed, argued, and won numerous motions before both state and federal courts across the country, including maritime and admiralty cases, and has engaged in every stage of the litigation process. Robby also has deep experience with the factoring industry, and in the customs industry, litigating for and advising clients across the country.
Robby is deeply familiar with pursuing claims against all levels of government, including bid protests, municipal litigation, challenging terminations for cause, drafting requests for equitable adjustments, and producing government contract compliance guides for businesses. He has engaged in significant Administrative Procedures Act challenges against the federal government’s regulations under the ESA and MMPA at the district and Circuit level, winning unanimous decisions.
Robby is passionate about fighting for civil rights and civil liberties and has zealously and effectively represented citizen groups across the country wherever their government has tried to take away their rights to referendum, free speech, free association, and more. Recently, Robby has been involved in the fight against foreign ownership of crucial infrastructure projects, fighting to protect national security and the environment.
Robby graduated magna cum laude from the University of Minnesota Law School, where he served as Law Council President and as Executive Editor of the Minnesota Journal of International Law. He also served as the Head Writer for the law school musical group T.O.R.T. (Theatre of the Relatively Talentless) and led the Orientation Program as a Program Director. After graduating, Robby clerked for Hawai’i Supreme Court Associate Justice Richard Pollack.
Andrew Weiner | Pillsbury Winthrop Shaw Pittman
Pillsbury Real Estate partner Andrew Weiner’s practice is global in scope, with a significant and sustained concentration on transactions in the New York metropolitan area.
Since 1976, Andrew has represented domestic and foreign clients in equity and debt transactions, the creation of real estate funds and joint ventures, and transactions involving distressed real estate.
Andrew’s practice has had a significant concentration in the hospitality and real estate investment trust (REIT)sectors, and in leasing. His clients have included funds, family offices, institutional lenders, universities, non-U.S. investors and New York City developers. Andrew Weiner is a prominent figure in real estate law, known for his work that includes:
Representing a Swedish public real estate company in joint ventures with a Manhattan-based developer to acquire and develop four sites in Manhattan as boutique office buildings, as well as an early-stage investment in a real estate company.
Representing a New York-based university/medical center in various real estate transactions over three decades, including the acquisition or master lease of nine dormitories and multiple administrative facilities, over 3 million square feet of leasing as landlord or tenant, P3 transactions, development of a biotechnology center, and reorganization of an academic medical center as a commercial condominium.
Representing Prima Mortgage Investment Trust LLC as a co-lender advancing more than $100 million of a $200 million acquisition loan used to finance the purchase of DreamWorks Animation’s headquarters and campus in Glendale, California.
Andrew Weiner’s education includes a J.D. from Harvard Law School, where he graduated cum laude in 1976, and a B.A. from Yale University, where he graduated magna cum laude in 1972.
Session I – The Corporate Transparency Act and Beyond | 2:00pm – 3:40pm
The Corporate Transparency Act and Beyond | 2:00pm – 2:05pm
Proposed and Final Regs
Access and Security Proposed Regs
Deferred rule: CDD Harmonization
Pending real estate rules
No Certificates in bearer form
Background/Rationale | 2:05pm – 2:10pm
Prior legislative and regulatory initiatives
ABA: Gatekeeper issue
Old world of confidentiality in context
U.S. tax initiatives/FATCA/CRS
CRS; non-U.S. registries; public access
FinCEN: Bank Secrecy Act mission expanded
Cost and time estimate for reporting companies
Dependent on cooperation by states to alert companies to filing requirement