Monday, June 30, 2025

The CTA’s Inactive Entity Exemption

I am happy to report that there has been released the Spring, 2025 issue of The Business Lawyer and with it the article co-authored by Bob Keatinge (of Ribstein and Keatinge on Limited Liability Companies fame) and me titled: The CTA’s “Inactive Entity” Exemption and Irrevocable Dissolution – “I’m Not Dead Yet.” 

This is a true “deep dive”; while in the statute this exemption is about 100 words, we used almost 20,000 words to in detail dissect and then apply the CTA’s “Inactive Entity” exemption - sometimes (as here) the situation is so muddled that a great many words are required to unravel the “Gordian Knot.” We as well considered and applied the various FAQs that in effect created an alternative mechanism for exclusion from reporting company status, a mechanism that may well be more important than the statutory/regulatory regime. 

We thought this exercise to be important in that unlike the CTA’s (then) 22 other exemptions, almost all reporting companies will someday want to exit the obligation to file CTA BOIRs via the “Inactive Company” exemption. While this analysis has as to domestic companies lost its application under the current interim final rule, the analysis is particularly pertinent to foreign companies aiming to end their obligation to file beneficial ownership information reports as they for all intents and purposes cannot satisfy the statutory/regulatory exemption. 

While neither bears any responsibility for the errors contained in this piece, the contributions of Diane Babal (ABA/BLS) and Christina M. Houston (DLA Piper) must be acknowledged; thank you each.

As always I am indebted to Bob Keatinge for the opportunity to work with him.

Here is a link to the article.

P.S. - we hope you will enjoy the “atypical” references distributed throughout the footnotes, they including the movies Unforgiven, Lord of the Rings, and Monty Python and the Holy Grail, Italo Calvino’s novella The Nonexistent Knight, Erasmus of Rotterdam’s Adages and Homer’s Odyssey.

Friday, June 20, 2025

Chalons

 The Battle of Chalons



      Today marks the anniversary of the Battle of Chalons in 451, between the Huns under the command of Attila versus the combined forces of the Roman Empire and the Visigothic Empire, it under the command of its King, Theodoric I.  The western forces were under the command of magister militum Flavius Aetius.  

      While Theodoric would himself fall in battle, the western forces were successful in defeating the Huns, forcing them to retreat from their efforts to expand their empire to include the former Roman province (portions of it had already withdrawn from it) of Gaul.

      The hero of the day was clearly Falvius Aetius.  He had been appointed magister militum (essentially “supreme commander” of all Roman military forces) by Valentinian III, a particularly weak (and in this era that is saying something) emperor.  While Boethius is oft identified as the last gasp of the Roman Empire’s (or at least its western components’) intellectual life, Flavius Aetius can equally be described as the last of the great western Roman generals. 

      Only three years after Chalons in September, 454, Aetius was assassinated by Valentinian.  Within the year, Valentinian would in turn be assassinated by friends of Aetius while Valentinian’s guard watched; the members of the guard had been followers of Aetius.