On December 8, the Financial Crimes Enforcement Network (“FinCEN”), within the U.S. Department of the Treasury, published proposed regulations, Beneficial Ownership Information Reporting Requirements (the “Proposed Rule”),1 to implement the beneficial ownership information reporting provisions of the Corporate Transparency Act (“CTA”).

The CTA, enacted as part of the Anti-Money Laundering Act of 2020, is intended to expand and modernize the U.S. government’s ability to collect beneficial ownership information (“BOI”) to deter money laundering, corruption, tax evasion and fraud, and other financial crime. The CTA requires FinCEN to, inter alia, (1) implement rules for the reporting of BOI of legal entities organized or registered to conduct business in the United States; (2) develop protocols for access to, and the sharing of, reported BOI; and (3) amend the current Customer Due Diligence (“CDD”) Rule applicable to financial institutions to account for the new requirements of the CTA. The Proposed Rule addresses only the reporting of BOI, with the remaining requirements to be addressed through future rulemaking.

The Proposed Rule would require “reporting companies” to file reports with FinCEN that (1) identify themselves; and (2) provide BOI of their “beneficial owners” and “company applicants,” each as discussed in greater detail below. FinCEN has solicited further public comment on the Proposed Rule until February 7, 2022, but there is currently no firm timeline for final implementation.

Click here to read the full alert.

On December 6, 2021, the White House issued the “United States Strategy on Countering Corruption” (the “Strategy Document”) and accompanying fact sheet. This release by the Biden Administration follows a months-long interagency review of existing U.S. government mechanisms for fighting corruption on both the domestic and global fronts. The five-point Strategy Document represents the U.S. Government’s first formal multi-departmental approach to combating corruption and acknowledges the ways transnational corrupt actors have exploited loopholes in United States financial reporting requirements to undermine anti-money laundering and counterterrorism efforts.

Please click here to read the full alert.

On Monday, November 15, 2021, President Biden signed into law the Infrastructure Investment and Jobs Act (“Infrastructure Act”), Public Law No: 117-58. The Infrastructure Act is the result of the Bipartisan Infrastructure Framework (“Infrastructure Framework”) previously announced on June 24, 2021. See Ropes & Gray alert on Bipartisan Infrastructure Framework.  The $1 trillion Infrastructure Act covers many of the Infrastructure Framework’s priorities for improvements to traditional infrastructure, including improvements to roads and bridges, rail, broadband internet, and some climate-related projects.  The Infrastructure Act does not contain any of the tax increases previously proposed by the American Jobs Plan, Made in America Tax Plan, or American Families Plan (see Ropes & Gray American Jobs Plan alert and American Family Plan alert).  To fund the Infrastructure Act there are, however, two tax-related changes: (i) increased required reporting of transactions involving the sale of digital assets, and (ii) an early end to the employee retention credits for certain eligible employers.  The cryptocurrency reporting is designed to encourage taxpayers to report cryptocurrency transactions and to support IRS enforcement against taxpayers who do not report those transactions.  Many have criticized the digital asset reporting as overbroad, and amendments were considered—but not passed—to narrow the reporting requirement.

Please click here to read the full alert.

2nd Annual IFA USA Winter International Tax Conference: Kat Gregor is a speaker during the session “LB&I Hot Topics in Tax Controversy” on December 8.

New England SALT Forum: Ropes & Gray is a proud sponsor of the virtual New England SALT Forum, held on November 16-November 18. Kat Gregor, tax partner and co-founder of the tax controversy group, is a speaker on the panel “State Tax Considerations for Remote Workforces.” The panel will cover the challenges and risks for businesses as they move to this model. It will also examine the contours of New Hampshire v. Massachusetts, and its implications for remote work.

Update on LB&I Campaigns: Hear the Latest from the IRS–Northeast WIN Webinar. Northeast regional WIN-IFA chapters co-organized a webinar on August 10. The webinar provided an overview of LB&I campaigns focused on international and partnership issues, including the recently-announced campaign looking at “whether foreign investors were subject to U.S. tax on effectively connected income from lending transactions engaged in through a U.S. trade or business.”  The webinar discussed the campaign process in general and how these new initiatives fit in overall. John Hinding, Director, Cross Border Activities Practice Area and Cindy Kim, CBA Program Manager, Practice Network, both of the IRS and Ropes tax partner Kat Gregor served as panelists and Natallia Shapel, Partner, International Tax Services at BDO USA moderated the discussion.

IBA Tax Open Forum – Pillar 2 Agreed? A New Era of Minimum Corporate Taxation. Kat Gregor was a discussion leader during an International Bar Association (IBA) webinar, presented by the IBA Taxes Committee. This webinar focused on the Organisation for Economic Cooperation and Development’s Pillar 2 proposals.

In the latest installment of our Ropes & Gray podcast series addressing emerging issues for fiduciaries of 401(k) and 403(b) plans to consider as part of their litigation risk management strategy, ERISA and benefits partner Josh Lichtenstein, benefits consulting group principal David Kirchner, and benefits consultant Aneisha Worrell revisit the Department of Labor’s (DOL) regulation of ERISA investment duties and ESG considerations, and in particular, its recently re-proposed rule. As compared to the prior rule passed by the Trump administration at the end of last year, which Messrs. Lichtenstein and Kirchner and Ms. Worrell discussed in the first episode of this series in February, the latest proposal signifies a major shift in the Department’s attitude towards ESG factors, and if finalized, would significantly alter the investment landscape for ERISA plan sponsors and fiduciaries.

Please stay tuned for part two of this discussion, where we will discuss the implications of the DOL’s ESG proposal for asset managers.

​Tax partner Kat Gregor and tax associates Isabelle Farrar, Yulia Kirillova and Ningzhou Shen co-authored an article in Tax Notes Federal that examines how audit adjustments in the United States following litigation tied to Altera Corporation v. Commissioner could affect multinational corporations that have cost-sharing arrangements and file tax returns in multiple jurisdictions.

The four attorneys look closely at the landmark case to describe its implications as well as options for taxpayers subject to post-Altera audits who may be faced with the possibility of double taxation.