Corporate Governance 2021 Year in Review (and a First Look at 2022)

2021 was a busy year for corporate governance matters, with new legislation passed early in the year and new enforcement priorities emerging under the Biden administration. Kramer Levin lawyers published numerous articles throughout the past year on important developments in corporate governance, which highlight issues to be mindful of as we begin 2022, including: 

• FCPA Enforcement Appears Primed to Reemerge
  
  
• FinCEN Considers New Anti-Money Laundering Reporting Requirements For All-Cash Real Estate Transactions
  
  
• Federal Bank Regulators Approve New Cybersecurity Incident Notification Rule
  
  
• New Deputy Attorney General Announces Policy Shifts in the Prosecution of Corporate Crime
  
  
• OFAC Issues Sanctions Compliance Guidance for Virtual Currency Industry
  
  
• New SEC Enforcement Division Director Signals Policy Shifts, Including Potential Emphasis on Admissions of Wrongdoing
  
  
• In Echo of Expert Network Cases, SEC Reaches Securities Fraud Settlement With Alternative Data Provider
  
  
• Delaware Court of Chancery Allows Caremark Claim To Proceed Against Boeing Directors
  
  
• SEC Continues Focus on Cybersecurity in Three New Actions Targeting Investment Advisers and Broker Dealers
  
  
• SEC Approves Nasdaq Rule Changes Aimed at Expanding Boardroom Diversity
  
  
• The SEC’s Continued Focus on Cybersecurity Enforcement
  
  
• Biden Administration Issues Directive for Revitalized Strategies To Combat Corruption and Financial Crime, Signaling Increased Enforcement Effort
  
  
• ESG Update: Pushes for Change From the Inside and Out
  
  
• The Supreme Court Prohibits the FTC From Seeking Monetary Relief in Federal Court Under Section 13(b) of the FTCA
  
  
• Diversity in the Boardroom: A Litigation Update

What’s Happening Next

Under the Anti-Money Laundering Act (AMLA) passed in January 2021, the Treasury must provide a report to Congress on its formal review of the requirements for currency transaction reports (CTR) and suspicious activity reports (SAR). The report is due at the start of 2022 and should be available shortly.

An important provision of the Corporate Transparency Act (CTA), which passed along with the AMLA in January 2021, is scheduled to become effective in January 2022. Starting in 2022, all companies formed in the United States must identify every beneficial owner (defined as any individual who owns 25% or more of the company) to FinCEN and must update this information for FinCEN annually. FinCEN solicited public comment on the reporting guidelines in April^[1] and issued a proposed rule last month.^[2] A final rule will likely be promulgated early in 2022.

^[1] _{Press Release, Financial Crimes Enforcement Network, FinCEN Launches Regulatory Process for New Beneficial Ownership Reporting Requirement (Apr. 1, 2021), https://www.fincen.gov/news/news-releases/fincen-launches-regulatory-process-new-beneficial-ownership-reporting.}

^[2] _{Beneficial Ownership Information Reporting Requirements, 86 FR 69920 (proposed Dec. 8, 2021) (to be codified at 31 CFR 1010), https://www.federalregister.gov/documents/2021/12/08/2021-26548/beneficial-ownership-information-reporting-requirements; Kramer Levin Naftalis & Frankel, LLP, FinCEN Releases Proposed Rule For Beneficial Ownership Reporting Requirements To Counter Illicit Finance (Dec. 15, 2021), https://www.kramerlevin.com/en/perspectives-search/fincen-releases-proposed-rule-for-beneficial-ownership-reporting-requirements-to-counter-illicit-finance-1.html.}