Lisa R. Jacobs

Pennsylvania Gov. Josh Shapiro signed House Bill 1716 into law on July 15, officially designating it Act 59 of 2024. Act 59 ushers in crucial clarifications to Title 15 of the Pennsylvania Consolidated Statutes regarding Corporations and Unincorporated Associations. Derivative Actions The changes to Section 1781 of Title 15 refine shareholder derivative action rights. In the event a shareholder makes a demand on the corporation or the board of directors requesting that the corporation bring an action, the board must notify the shareholders within 60 days after the demand was made of the board’s determination on how it plans to proceed, or not proceed, with the shareholder’s demand. Corresponding changes were also made to Sections 5781 (for nonprofit corporations), 8692 (for limited partnerships) and 8882 (for limited liability companies). Contents of Partnership Agreements Section 8415(c)(2) of Title 15 preserves the right of an interest holder to object to a fundamental transaction in which the interest holder will become subject to personal liability in respect of an entity in which the interest holder will continue to own an interest after the transaction. The existing language of Subsection (c)(2) treats a domestication in the same way as it treats other fundamental transactions for this purpose. Corresponding changes are also being made to Sections 8615 (for limited partnerships) and 8815 (for limited liability companies). Registration of Name of Domestic Nonfiling Association Domestic nonfiling associations (other than limited liability partnerships, which are required to file a statement of qualification to elect limited liability partnership status and, therefore, are already covered) may now register their names with the Pennsylvania Department of State in accordance with Section 202 of Title 15 (relating to requirements for names generally). The domestic nonfiling association must renew its name annually by filing an application for renewal between October 1 and December 31 of each year. Nature of Transactions Act 59 clarifies that a fundamental transaction (i.e., merger, conversion, interest exchange, domestication, etc.) should not be reclassified as a different form of transaction merely because such transaction could have been achieved through a different transaction type under Chapter 3 or any other law. Foreign Association Registration The changes to Sections 412 and 1103 of Title 15 reflect that the concept formerly referred to as “qualification to do business” is now referred to as “registration to do business.” Other provisions of law continue to use the older terminology of qualification, but new Section 412(b)(6) states that any references to “qualification to do business” includes “registration to do business.” Application of Article Act 59 deleted the words “savings association” from Section 4101 of Title 15, recognizing that the Savings Associations Code was repealed in 2013. Overall Impact Although most of these changes are more technical in nature, Act 59 revises Title 15 to conform with previous changes in entity constituent statutes, reducing inconsistencies and ambiguity in Pennsylvania business organizations law.

Following an Alabama federal court’s decision in March declaring the Corporate Transparency Act (the CTA) unconstitutional, two similar lawsuits have been filed in different states challenging the constitutionality of the CTA. On March 1, 2024, Judge Liles C. Burke of the U.S. District Court for the Northern District of Alabama, in National Small Business United v. Yellen (NSBU), ruled that the CTA exceeded constitutional limitations on congressional powers (see our previous article for more in-depth analysis on this case). The government appealed the decision to the U.S. Court of Appeals for the Eleventh Circuit, where it is being reviewed on an expedited basis. It is anticipated that the case may go on further to the U.S. Supreme Court, based on constitutional arguments raised in the matter. Status of the NSBU Appeal (in the context of the Corporate Transparency Act). On March 11, the government appealed the ruling in NSBU to the Eleventh Circuit. The court has granted expedited appeal, and briefing is set to be concluded by June 3, with arguments to be held on the first available argument calendar vacancy after that date.1 The appellant’s brief addresses the reasoning used by the District Court, which, as we have discussed previously, did not address the strongest constitutional arguments against the CTA. It could be anticipated that appellees will raise additional arguments in the alternative, which were ignored in the District Court’s decision. Ultimately, the Eleventh Circuit has four potential choices as to how to proceed with the NSBU appeal: Affirm the District Court’s opinion; Affirm the ruling based on alternative grounds raised in the appeal process; Reverse the decision, after taking alternative grounds into account; or Vacate the ruling, and remand for consideration of the alternative grounds raised on appeal. A crucial unknown factor remains: the identities of the judges who will be assigned to the appellate panel. Knowing their backgrounds will be vital in assessing the likely outcome of the case. While the order granting expedited status was signed by Judge Robin Rosenbaum, an Obama appointee, Judge Rosenbaum served only as a motions judge with respect to this matter. The composition of the hearing panel will presumably be determined by availability. Other Legal Challenges to the Corporate Transparency Act. While the ruling in the NSBU decision was limited to the plaintiffs in that case, two new key suits have been filed in other states that similarly challenge the constitutionality of the CTA: (1) Boyle v. Yellen in Maine; and (2) Small Business Association of Michigan v. Yellen in Michigan. These post-NSBU cases are in addition to Robert J. Gargasz Co. v. Yellen, which was filed in the U.S. District Court for the Northern District of Ohio on December 29, 2023. Maine — Boyle v. Yellen On March 15, 2024, William Boyle, a beneficial owner with reporting obligations triggered by the CTA, brought an action in the U.S. District Court for the District of Maine, challenging the constitutionality of the CTA as an “encroachment on the sovereignty of the State of Maine to regulate entity formation.”2 Boyle’s argument centers on the concept that the U.S. Constitution does not grant the federal government, including Congress and the Treasury Department, the authority to dictate the terms under which companies are chartered. Similar to the NSBU decision in Alabama, plaintiff Boyle puts forward the argument that the CTA’s broad language captures entities that are primarily holding companies that may not be engaged in foreign, interstate, or Indian commerce. Additionally, Boyle argues that the penalties imposed by the CTA were outside of Congress’s authority, as they did not constitute a tax. The Alabama court in NSBU rejected the idea that the CTA’s penalties constituted a tax, so it remains to be seen if we can expect similar treatment from the District of Maine. Michigan — Small Business Association of Michigan v. Yellen On March 26, 2024, the Small Business Association of Michigan, along with the Chaldean American Chamber of Commerce and several other plaintiffs, filed suit in the U.S. District Court for the Western District of Michigan challenging the CTA on three constitutional grounds: Commerce Clause. Plaintiffs argue that merely because an entity has been formed under state or tribal law, this does not necessarily mean that such entity has been engaged in any sort of commerce — interstate or otherwise. Plaintiffs argue that the Commerce Clause does not permit Congress to regulate entities solely by reason of their existence. Fourth Amendment privacy rights. Plaintiffs argue that the CTA is predominantly a tool to be utilized by law enforcement against crime (white collar or otherwise), and the reporting requirements oblige beneficial owners to provide sensitive information to federal law enforcement agencies that may be shared with domestic or foreign law enforcement. Plaintiffs note that no court oversight is required for any of the processes required under the CTA, and argue that the Fourth Amendment does not allow warrantless, suspicionless searches of American citizens or companies. Constitutional vagueness. Plaintiffs argue that the CTA’s definition of “beneficial owner” is unconstitutionally vague, and too indefinite for ordinary people to know precisely when they are required to report an interest or not.3 The plaintiffs sought a preliminary injunction against enforcement of the CTA against them while the case is pending. The court has denied the motion for a preliminary injunction and has ordered briefing to be concluded by July 26, as proposed by the parties.4 Ohio — Robert J. Gargasz Co. v. Secretary of the Treasury In this case, which was pending prior to the decision in NSBU, the court has granted the defendants’ motion to hold the case in abeyance pending the outcome of the appeal to the Eleventh Circuit.5 Proceedings in the Maine and Michigan cases are ongoing. Regardless of the outcome of these two cases, however, ultimately the Supreme Court is likely to have the final say on the CTA’s fate. This is especially true if lower courts disagree and Congress does not amend the law. What Can Businesses Expect for Now? Businesses should expect the Financial Crimes Enforcement Network (FinCEN) to maintain its current stance that the CTA applies broadly, absent a specific court ruling, and that reporting obligations continue to be enforceable. Save any action by Congress or the Supreme Court, entities created prior to January 1, 2024, are expected to have provided reporting information on beneficial owners by January 1, 2025, and entities created in 2024 are expected to file similar reports within 90 days after formation. Members of Stradley Ronon’s CTA Task Force — a multidisciplinary team established to provide guidance on all facets of the CTA — will continue to monitor these developments and are available to assist clients with any questions that may arise. 1  National Small Business United v. U.S. Dep’t of the Treasury, No. 24-10736 (11th Cir. Apr. 22, 2024). 2  Complaint, Boyle v. Yellen, No. 2:24-cv-00081-LEW (D. Me. Mar. 15, 2024). 3 Verified Complaint, Small Business Ass’n of Mich. v. Yellen, No. 1:24-cv-00314-RJJ-SJB (W.D. Mich. Mar. 26, 2024). 4  Small Business Ass’n of Mich. v. Yellen, No. 1:24-cv-00314-RJJ-SJB (W.D. Mich. Apr. 26, 2024). 5  Robert J. Gargasz Co. v. Secretary of the Treasury, No. 1:23-cv-02468-CEF (N.D. Ohio Apr. 17, 2024).

A federal district court in Alabama issued a significant decision in National Small Business United v. Yellen on March 1, declaring the Corporate Transparency Act (CTA) unconstitutional as it exceeds the Constitution’s limits on the power of Congress.1 Background of the Corporate Transparency Act The CTA, enacted as part of the National Defense Authorization Act for Fiscal Year 2021, aims to combat money laundering and terrorist financing by requiring certain businesses to report beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). This information includes beneficial owners’ full legal names, dates of birth, residential street addresses, and the identifying number and an image of a government-issued identification document. Although the CTA passed with bipartisan support, it was criticized by some business groups that argued the act imposed a heavy reporting burden on legitimate businesses. The plaintiffs in this case included one such group: National Small Business United, a nonprofit trade group also known as the National Small Business Association (NSBA) that represents more than 65,000 member companies. Plaintiff Isaac Winkles owns an Alabama corporation that is an NSBA member. The plaintiffs filed suit in the U.S. District Court for the Northern District of Alabama challenging the constitutionality of the CTA. The named defendants were the U.S. Department of the Treasury, Treasury Secretary Janet Yellen and FinCEN Acting Director Himamauli Das in their official capacities. Ultimately, the court sided with the plaintiffs and held that the CTA was unconstitutional. Key Points of the Alabama Court’s Decision Exceeding Enumerated Powers: The court held that the CTA exceeds Congress’s enumerated powers under the Constitution. U.S. District Judge Liles Burke focused on (1) the powers over foreign affairs and national security, (2) the Commerce Clause and (3) the taxing power. Foreign Affairs and National Security: The court rejected the defendants’ argument that the CTA fell within the defendants’ powers over foreign affairs and national security because it aids in preventing money laundering and terrorism financing. The court reasoned that even if these are legitimate goals, the CTA’s means to achieve them are not necessary and proper. The act’s broad scope and intrusion into areas traditionally regulated by states were deemed excessive. Commerce Clause: The court considered whether the CTA could be considered under one of three broad categories of Commerce Clause jurisprudence: (1) channels of interstate and foreign commerce; (2) the instrumentalities of, and things and persons in, interstate and foreign commerce; and (3) activities that have a substantial effect on interstate and foreign commerce. The court acknowledged that the CTA targets entities that may utilize interstate commerce channels. However, it found that the CTA lacks a sufficient nexus to the Commerce Clause because it does not regulate interstate commerce. Judge Burke distinguished the CTA from other cases in which Congress regulated activities with a substantial effect on interstate commerce. Here, the focus on the non-commercial, intrastate activity of incorporating entities was not sufficient to justify the federal intrusion. The court noted that the CTA does not regulate activities that, although purely intrastate, substantially affect interstate commerce. Further, the court reasoned that many entities are established for purposes that may or may not be commercial. The court also suggested that FinCEN already has the means of obtaining ownership information through its Customer Due Diligence (CDD) rule, which requires financial institutions to obtain certain beneficial ownership information from their customers. “FinCEN’s CDD rule and the CTA provide FinCEN with nearly identical information, but the CDD rule does so in a constitutionally acceptable manner,” the court said.2 Taxing Authority: The court rejected the Treasury’s argument that the CTA is justified by the taxing power. “The CTA’s civil penalties are not a tax: they are not paid into the Treasury and have no income thresholds; the penalty amounts are fixed rather than variable; the penalties are not ‘found in the Internal Revenue Code and enforced by the IRS’; and the penalties are imposed only on those who ‘knowingly’ or ‘willfully’ violate the law,” Judge Burke noted.3 Plaintiffs’ Claimed Violations of Multiple Constitutional Amendments: The court declined to address the plaintiffs’ arguments that the CTA’s expansive reporting requirements violate several amendments to the Constitution, including the following:First Amendment: The plaintiffs raised concerns regarding the potential chilling effect on the formation of new entities due to the disclosure of personal information. Fourth Amendment: The plaintiffs questioned whether broad data collection authorized by the CTA constitutes an unreasonable search and seizure. Fifth Amendment: The plaintiffs argued that the potential for self-incrimination due to the reporting requirements was a point of concern. Ninth and Tenth Amendments: The plaintiffs noted the potential infringement on unenumerated rights and the power reserved to the states, particularly regarding corporate formation and regulation.   Outcome and Impact on the Future of the Corporate Transparency Act Ultimately, the court declared the CTA to be unconstitutional and enjoined the defendants, along with any other agency or employee acting on behalf of the United States, from enforcing the statute against the plaintiffs.4 The decision represents a setback in the government’s efforts to combat financial crime through enhanced beneficial ownership transparency and creates some confusion for those covered by the CTA. However, it is important to note that this is a single district court ruling, and the injunction imposed by the judge applies only to the specific plaintiffs. FinCEN’s published response to the decision states FinCEN would comply strictly with the court’s order: “As a result, the government is not currently enforcing the Corporate Transparency Act against the plaintiffs in that action: Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024). Those individuals and entities are not required to report beneficial ownership information to FinCEN at this time.”5 Accordingly, the decision has no binding impact on any other reporting company or beneficial owner thereof. The government will likely appeal, potentially leading to a lengthy legal battle. In a statement reported by The New York Times, U.S. Sen. Sheldon Whitehouse (D-Rhode Island), an advocate of the CTA, “urge[d] the government to appeal quickly to correct the erroneous decision and ensure the law’s transparency requirements can be fully and uniformly implemented.” Industry groups also criticized the ruling. Zorka Milin, policy director at the Financial Accountability and Corporate Transparency (FACT) Coalition, described the decision as being “off the mark in terms of constitutional interpretation and is based on a misunderstanding of U.S. anti-money laundering law.” It also remains to be seen if this decision will result in the filing of additional lawsuits challenging the constitutionality of the CTA in other jurisdictions, whether on the same or different grounds from those on which this case was decided. What Steps Does Your Business Need to Take Now? Stradley Ronon Stevens & Young can help you adequately prepare – from Venture Capital to Corporate & Securities. While the Alabama decision clouds the future of the CTA, businesses should take note of the narrow scope of the remedy applied by the court. For now, reporting requirements under the CTA remain in effect as written for all covered entities other than the plaintiffs in this case, and reporting companies are still subject to civil and criminal penalties should they willfully fail to report on a timely basis. Consider taking the following actions: Identify entities within your organization that may be reporting companies. Identify whether you and any or all of your affiliate entities qualify for any exemption. If any entity within your organization is not exempt from the reporting requirements, identify such entity’s beneficial owners. Collect the required information about the entity and its beneficial owners. Develop a system for updating and correcting beneficial ownership information regularly. This may include reviewing agreements to ensure that anyone who could be a beneficial owner is required to provide the company with updated and accurate information on a timely basis. Establish procedures for filing initial and updated reports with FinCEN.   More Information – Helping Emerging Companies & Venture Capital Funds from Philadelphia, to New York, to Chicago. The CTA requirements remain subject to further modification and guidance. FinCEN has published guidance tools that may be useful in interpreting the regulations as they are implemented. For current guidance and updates from FinCEN on the rules and existing regulations, see FinCEN’s BOI Small Entity Compliance Guide. Stradley Ronon’s CTA Task Force will continue to monitor these developments, and we are available to assist clients with their obligations to navigate these complicated new requirements. 1  National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala. March 1, 2024). 2 Id. at 44. 3 Id. at 50. 4 This was the remedy sought by the plaintiffs, who did not request a broader injunction. 5 Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.) (March 4, 2024).

In July 2013, the market cap of Bitcoin, the largest and most widely recognized cryptocurrency, stabilized at just over $1 billion – growth in excess of 1,000% from the prior year. In July 2023, Bitcoin’s market cap oscillates around the $600 billion mark, dwarfing its market cap from a decade prior as it recovers from a precipitous fall from a peak of more than $1.2 trillion in November 2021. Digital assets such as cryptocurrencies and non-fungible tokens have, thanks to their recent and meteoric rise in value and notwithstanding their generally high volatility, become a significant source of collateral in financing transactions and a prevalent asset in purchase transactions. Despite their digital and intangible nature, digital assets constitute “property” under the Uniform Commercial Code (UCC). As such, sellers, purchasers, borrowers and lenders have applied the existing provisions of the UCC as best they could to address transactions involving sales and transfers of, and security interests in, these digital assets. The UCC, as in effect in the majority of states in July 2023 (the current UCC), however, is inadequately suited to address certain of these transactions, resulting in inconsistency in transaction structures and questions regarding transfers of rights and whether liens in these assets are properly perfected. The increasing adoption of digital assets has also caused unforeseen complications in the already murky treatment and classification of these assets under the current UCC. El Salvador and the Central African Republic, for example, have adopted Bitcoin as official legal tender, which would cause Bitcoin to be reclassified from a general intangible to “money” under the UCC, thus rendering previously sufficient financing statements ineffective to perfect a secured party’s security interest in Bitcoin.1 Overview of UCC Article 12 In July 2022, the Uniform Law Commission (ULC) approved and recommended for enactment amendments to the current UCC to address the issues stemming from transactions that involve digital assets and electronic records, specifically those that are susceptible to control and not already adequately addressed by the current UCC. These digital assets and electronic records are referred to as controllable electronic records (CERs) under the amendments to the UCC, which are commonly and colloquially referred to as “UCC Article 12” due to the addition of a 12th article to the UCC. Still, these amendments modify nearly every other article of the UCC as well, including substantial revisions to Article 9. These amendments answer fundamental questions that arose from the recent prevalence of CERs: Which types of digital assets constitute CERs, and which types remain general intangibles or another class of property under the UCC?A CER is a record that (i) is stored in an electronic medium and (ii) can be subjected to control. A CER specifically is not a controllable account, a controllable payment intangible, a deposit account, an electronic copy of a record evidencing chattel paper, an electronic document of title, electronic money, investment property or a transferable record. How does a secured party perfect its security interest in CERs?A secured party may perfect its security interest in a CER by either filing a financing statement or obtaining control over the CER under Section 12-105 of the UCC, but it is strongly advised to obtain control, as, consistent with the UCC’s treatment of other “control vs. filing” priority constructs, a party with control over the CER has priority over a party that perfects its security interest by simply filing a financing statement. Control of a CER is established when the electronic record (a record attached to or logically associated with the electronic record) or a system in which the electronic record is recorded:(i) gives the secured party (a) power to avail itself of substantially all2 the benefit from the electronic record; (b) exclusive power to prevent others from availing themselves of substantially all the benefit from the electronic record and (c) exclusive power to transfer control of the electronic record to another person; and (ii) enables the secured party readily to identify itself in any way, including by name, identifying number, cryptographic key, office or account number, as having the powers specified above. How does a secured party enforce and protect its perfected lien against third parties, including bona fide purchasers?UCC Article 12 contains a “take-free rule” like those found in Articles 3 and 8 with respect to holders of negotiable instruments and purchasers of securities. UCC Article 12 provides that if a secured party or good faith purchaser of a CER obtains control without notice of a competing property right, it will acquire rights in the CER free of any competing property rights that may exist in that CER. Only a person3 who establishes control of a CER qualifies as a qualifying purchaser under the take-free rule discussed above. Accordingly, owners and secured parties who properly establish exclusive control of a CER minimize their risk of losing their interest in the CER under the take-free rule. Adoption Status As of July 12, eight states have enacted the UCC Article 12 amendments and 20 other states and the District of Columbia have introduced bills to adopt the same.4 While many legal practitioners were optimistic about the rate at which each state would introduce and adopt UCC Article 12, certain media commentators and then lawmakers raised concerns about the treatment and definition of “money” in the amendments, which resulted in certain states making non-uniform modifications of the definition of money, following which the ULC created a “hip pocket” amendment to the originally proposed UCC Article 12 amendments to assuage these concerns.5 As more states adopt these revisions to the UCC, the reduction in legal risk stemming from the uncertainty of the treatment of digital assets under the UCC, coupled with the recent rally of the value of cryptocurrencies and other digital assets, may provide a much-needed source of collateral relief in tightening debt finance and M&A transactions. Potential Issues and Questions for Transactions Going Forward While a secured party’s establishment of control over deposit and securities accounts, negotiable instruments and certificates representing securities has become commonplace in the finance space, will debtors push back on a secured party establishing control of digital assets such as cryptocurrencies? One feature of these assets is the anonymity and independence that a decentralized currency stored on an electronic medium can offer. How much does an owner’s grant to a third party of access to these assets undermine the value of those assets to their owner? While several proffered methods exist for a secured party to obtain control over a CER involving third parties and control agreements, smart contracts and escrows, a secured party may also obtain control over the CER by receiving the private key to the CER. Any party with the private key to the CER has de facto ownership of that CER. Will debtors trust secured parties with the safekeeping of private keys, or will an alternate method become the preferred means of a secured party obtaining control? Additionally, what regulatory and compliance controls, particularly with respect to the safekeeping of means of control, use of proceeds and anti-money laundering regulations, must be established on the secured party’s side prior to digital assets becoming ubiquitous in financing and M&A transactions?6 An important business and valuation consideration also stems from the volatility of digital assets and assets related to or dependent on them. Common transaction features such as post-closing purchase price adjustments and earn-outs, which include the value of digital assets in the valuation formula, could significantly increase the range of a potential post-closing payment or refund. Further, the appetite for secured parties to lend against digital assets and tangible assets related to digital assets – coin mining equipment, for example – is unlikely to approach that for more established assets such as securities and traditional goods and equipment. In conclusion, while issues will most certainly arise as states continue to adopt UCC Article 12 and digital assets become more widely adopted in the market, the proposed amendments to the UCC provide much-needed clarity, a road map to consistency and a reduction in legal documentation risk in transactions involving digital assets. 1 Under UCC §9-310, a filed UCC-1 financing statement is sufficient to perfect a security interest in general intangibles. Under UCC §9-313(b)(3), however, a security interest in money may only be perfected by the secured party’s taking possession (via actual possession) of the money. Accordingly, the reclassification of Bitcoin from a “general intangible” to “money” under the UCC changed the means by which a secured party may perfect its lien against Bitcoin. 2 The concept of “substantially all the benefit” of a CER is a somewhat sticky subject – certain rights, e.g., the ability to spend digital currency, may be limited based on how the CER is recorded. In determining whether a person has the power to avail itself of substantially all the benefits from a CER or to prevent others from availing themselves of substantially all the benefits from a CER, only the benefit that the system makes available (subject to the system’s inherent limitations) should be considered. 3 Under the UCC, a “person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency or instrumentality, public corporation or any other legal or commercial entity. 4 Colorado, Indiana, Iowa, Nebraska, Nevada, New Hampshire, New Mexico, North Dakota and Washington have adopted the amendments, and Alabama, Arizona, Arkansas, California, Delaware, the District of Columbia, Hawaii, Kentucky, Louisiana, Maine, Massachusetts, Missouri, Montana, New York, Oklahoma, Rhode Island, South Dakota, Tennessee, Texas and West Virginia have introduced the amendments. Legislative bill tracking may be found at https://www.uniformlaws.org/committees/community-home?communitykey=1457c422-ddb7-40b0-8c76-39a1991651ac#LegBillTrackingAnchor. 5 While not all states adopted the precise language found in the “hip pocket” amendment, the general theme of the amendment has been to (i) exclude electronic forms of “money” from the definition of “money” under the UCC; (ii) eliminate the concept of “electronic money”; (iii) revert related means of perfecting a lien against money to actual possession and (iv) exclude central bank digital currencies of any type and issued by any government from qualifying as “money” under the UCC. 6 Privacy and control concerns have also been raised in connection with the implementation of the Corporate Transparency Act’s requirement for reporting information about the beneficial owners of all U.S. business entities following the Financial Crimes Enforcement Network’s (FinCEN) issuance of proposed regulations to implement the Corporate Transparency Act. Owners of U.S. business entities are seeking to protect identities by limiting who may access the beneficial ownership information that FinCEN will be collecting.