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Ryan Last

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Ryan provides comprehensive corporate advisory and transactional services to a diverse range of domestic and international clients, including those in the entertainment, financial services, venture capital, private equity, energy, insurance, consumer products, and retail sectors. With a background as vice president at Nomura, he brings a deep understanding of the regulatory landscape, offering clients advice on legal and compliance matters and product development. This includes corporate governance, contractual matters, mergers and acquisitions, capital market transactions, fund formation, SEC filings, and more.

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FinCEN’s decision to exempt all domestic reporting companies from beneficial ownership information (BOI) reporting has significant implications for financial institutions’ anti-money laundering (AML) compliance programs. The change removes a filing obligation for many U.S. businesses, but it does not change the need to determine who owns, controls, and benefits from a legal entity. Covered financial institutions must continue to identify and verify the beneficial owners of legal-entity customers under their customer due diligence (CDD) obligations, although FinCEN has provided limited relief from repeating that process when an existing customer opens a new account. This alert explains what changed and the steps institutions should take to adjust their controls.

The New York Limited Liability Company Transparency Act (NYLTA) took effect on January 1, 2026. We previously wrote about the NYLTA when it was first introduced and when it was subsequently repealed and reintroduced. A combination of federal regulatory developments and Governor Kathy Hochul’s December 2025 veto of a proposed state amendment have substantially narrowed the statute’s scope. Only nonexempt LLCs formed under the laws of a foreign country that are authorized to do business in New York are now subject to its beneficial ownership information (BOI) reporting requirements. All LLCs formed under the laws of any U.S. state or territory are exempt from reporting under the NYLTA as it currently stands.

On August 11, 2026, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule (Final Rule) confirming the implementation of the relief and clarifications regarding the Corporate Transparency Act (CTA) contemplated by the March 21, 2025 interim rule (Interim Rule) covered in our March 25, 2025, and April 22, 2025, client alerts. The Final Rule took effect on August 14, 2026, upon its publication in the Federal Register. By removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the CTA, the Final Rule represents a significant rollback of much of a reporting regime that had imposed compliance obligations on millions of small and mid-sized businesses across the U.S. FinCEN has also announced it will delete previously reported information submitted by U.S. persons from its BOI database.

  • On June 22, FinCEN and four co-regulators published a joint proposed rule under Section 4(a)(5)(A) of the GENIUS Act that would treat all PPSIs as BSA financial institutions and require them to maintain written CIP programs.
  • The proposed rule applies to every category of PPSI — including subsidiaries of insured depository institutions, OCC-chartered
…

On April 7, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a Notice of Proposed Rulemaking (NPRM) that would significantly revise Bank Secrecy Act (BSA) anti-money laundering and countering the financing of terrorism (AML/CFT) program requirements across a broad range of financial institutions. The proposal is a central element of the U.S. Department of the Treasury’s effort to modernize the AML/CFT framework by moving away from purely technical, process-driven compliance toward demonstrable effectiveness in identifying, mitigating, and reporting money laundering, terrorist financing, and related illicit finance risks.

FinCEN has issued an order granting exceptive relief from the longstanding requirement that covered financial institutions (CFIs) identify and verify the beneficial owners of legal entity customers every time a new account is opened. CFIs now need to collect and verify beneficial ownership information once per customer and then update it only when risk or new information warrants. While CFIs must still comply with all other Bank Secrecy Act (BSA) and anti-money laundering and counter-financing terrorism (AML/CFT) obligations, the new order represents an easing of the requirements established by FinCEN’s Customer Due Diligence regulation (the 2016 CDD rule) regarding the diligence CFIs must perform on legal entity customers as part of AML/CFT programs. Companies should consider whether it makes sense to maintain stricter past compliance practices or revise current policies to fit the new rules based on an individualized risk assessment.

Overview

The U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) recently announced an $11.5 million settlement of an enforcement action against a U.S.-based private equity and infrastructure investment firm (the firm) for violations of U.S. sanctions in connection with an investment indirectly backed by a sanctioned individual. The action provides important guidance on OFAC’s expectations regarding ownership, control, and indirect involvement by sanctioned persons, as well as the limits of relying on outside counsel when material facts are not fully disclosed. This is the latest in a series of similar enforcement actions by OFAC involving the same sanctioned individual and the complex trust structure he established to conceal his interest in U.S. investment funds, including a similar case in June involving a venture capital firm.

Days before President Biden leaves the White House, the U.S. government has delivered a major blow against Russia. On January 10, 2025, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) announced its most comprehensive sanctions to-date against Russia’s energy sector. OFAC’s sanctions were complemented by another sweeping sanctions action by the U.S. Department of State (State Department) on the same day.