James Stevens, partner and co-leader of Troutman Pepper Locke’s Financial Services Industry Group, was quoted in a recent article by Emily McCormick, “When the Holding Company Isn’t a Source of Strength.” The article examines the tensions that can arise between bank holding companies and their subsidiary banks, and what directors should do when those interests diverge.
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 We previously wrote about the NYLTA when it was first introduced and when it was subsequently repealed and reintroduced.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 May 22, the Securities and Exchange Commission (SEC) announced a settled enforcement action against Foot Locker, Inc. for using separation agreements that required departing employees to waive their right to receive SEC whistleblower awards, in violation of Exchange Act Rule 21F-17(a). The case is noteworthy not only for its specific facts, but also because it reflects clear continuity in the SEC’s whistleblower-enforcement agenda: after bringing a significant number of Rule 21F-17 cases under prior Chair Gary Gensler, this Foot Locker order is the first such action under Chair Paul Atkins and signals that the current Commission will continue to prioritize whistleblower protections.
On Thursday, May 14, at 10:30 a.m., the Senate Banking, Housing, and Urban Affairs Committee will meet in executive session to mark up H.R. 3633, the Digital Asset Market Clarity Act of 2025 (the CLARITY Act). The session is a key procedural step for this comprehensive digital asset market structure legislation that, if enacted, would create a new federal framework for how crypto markets are regulated, supervised, and policed for fraud, illicit finance, and other purposes.
On February 25, the Office of the Comptroller of the Currency (OCC) released a 376‑page notice of proposed rulemaking (NPRM) to implement the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act for entities under its jurisdiction. The proposed rule would create a comprehensive framework for “payment stablecoin” issuers supervised by the OCC, foreign payment stablecoin issuers accessing the U.S. market, and certain custody activities by OCC‑regulated banks. The NPRM was published in the Federal Register on March 2, with the 60-day comment period ending on May 1, 2026. The NPRM also poses more than 200 specific questions for public comment on definitions, activities, reserves, liquidity, and other key design choices.
ATLANTA – Troutman Pepper Locke represented Repay Holdings Corporation (REPAY), a leading provider of integrated payment processing solutions, in a definitive agreement to acquire Kubra Data Transfer Ltd. (KUBRA) for approximately $372 million. The acquisition will be financed with a combination of cash on hand and debt financing. For more information, see the press release.
In Sztrom v. SEC, the U.S. District Court for the District of Columbia confirmed that the U.S. Supreme Court’s 2024 decision in SEC v. Jarkesy, which curtailed the Securities and Exchange Commission’s (SEC) ability to seek civil penalties in its administrative forum, does not eliminate the agency’s long-standing ability to pursue industry bars through administrative follow-on proceedings. The opinion underscores that, even after Jarkesy and other recent limits on agency power, the SEC may still use its in-house process to determine whether to bar previously enjoined defendants from the securities industry, with independent review limited to the courts of appeals.
On December 5, 2025, the Office of the Comptroller of the Currency (OCC) issued OCC Bulletin 2025-45, “Commercial Lending: Venture Loans to Companies in an Early, Expansion, or Late Stage of Corporate Development,” which rescinds OCC Bulletin 2023-34, “Commercial Lending: Venture Loans to Companies in an Early, Expansion, or Late Stage of Corporate Development.” The OCC’s message in issuing the new bulletin to replace the prior bulletin is straightforward: the agency does not want to discourage prudent venture lending. At the same time, it expects banks to recognize that venture loans carry materially higher default risk than conventional commercial loans and to manage that risk through disciplined underwriting, realistic risk ratings, and appropriate reserves.[1]