At approximately 8:15 p.m. Eastern Time on December 26, 2024, the United States Court of Appeals for the Fifth Circuit (Fifth Circuit) reversed course from its prior ruling in Texas Top Cop Shop, Inc., v. Garland to allow a lower court’s nationwide preliminary injunction stand against the Corporate Transparency Act (CTA), pending the Government’s appeal. This means that, once again, the Government, including the United States Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN), is barred from enforcing any aspect of the CTA’s disclosure requirements against reporting companies, including those formed before January 1, 2024. This decision prevents FinCEN from enforcing its recently announced deadline extension that would have deferred the compliance deadline for such existing entities from January 1, 2025, to January 13, 2025.

This abrupt about-face appears to be the result of a reassignment of Texas Top Cop Shop, Inc., v. Garland from one three-judge panel of the Fifth Circuit to another. The Fifth Circuit’s prior decision was issued by a “motions panel,” which decided only the Government’s motion to stay the lower court’s injunction. The motions panel also ordered that the case be expedited and assigned to the next available “merits panel” of the Fifth Circuit, which would be charged with deciding the merits of the Government’s appeal. Once the case was assigned to the merits panel, however, the judges on that panel (whose identities have not yet been publicized) appear to have disagreed with their colleagues. The new panel vacated the motions panel’s stay “in order to preserve the constitutional status quo while the merits panel considers the parties’ weighty substantive arguments.” The Government must now decide whether to seek relief from the United States Supreme Court, which may ultimately determine the fate of the CTA.

© 2024 Varnum LLP by: Seth W. Ashby, Neil E. Youngdahl of Varnum LLP For more on the Injunction Against the CTA, visit the NLR Financial Institutions Banking and Criminal Law Business Crimes sections.