Perspectives

Just when you thought you could put the Corporate Transparency Act (CTA) on the back burner, it’s back—and it’s enforceable once again. A federal court in Texas recently lifted the nationwide preliminary injunction that had put the CTA on hold, meaning businesses must now prepare to meet their reporting obligations.

New Reporting Deadline: March 21, 2025 The Financial Crimes Enforcement Network (FinCEN), the federal agency responsible for enforcing the CTA, has announced a new deadline for companies to file their beneficial ownership information (BOI) reports:

• Most businesses that existed before January 1, 2024, or had an original reporting deadline on or before March 21, 2025, must now file their BOI report by March 21, 2025.
• Newer businesses—those created on or after January 1, 2024—must still file their BOI report by their original deadline.

FinCEN has hinted at the possibility of extending this deadline further, but for now, businesses should operate under the assumption that March 21, 2025, is the date to meet.

Who Needs to File? The CTA requires most businesses to file a BOI report unless they qualify for an exemption—of which there are 23. In general, corporations, LLCs, and other entities formed by filing paperwork with a state agency are subject to this requirement. It’s estimated that more than 30 million businesses will need to comply.

If your company existed before January 1, 2024, your BOI report must disclose key company details, including:

• Names of all owners
• A photocopy of each owner’s driver’s license or passport

Failure to comply comes with steep penalties—$500 per day for ongoing violations, plus potential criminal charges, including up to two years in prison and fines of up to $10,000.

What’s Next for Your Business? While there’s still some uncertainty surrounding the CTA and its future litigation, businesses should prepare to comply now to avoid severe penalties. Unless an exemption applies, companies should begin gathering the necessary information to file their BOI report by March 21, 2025.

WFJ will continue to monitor legal developments and any potential deadline extensions from FinCEN. In the meantime, if you need guidance on whether your business is subject to CTA reporting requirements or how to prepare, our legal team is here to help.

Need assistance? Contact WFJ today to ensure your business stays compliant and protected.

When a customer files for Chapter 11 bankruptcy, it doesn’t mean they’re going out of business—it means they’re restructuring. Unlike Chapter 7, which liquidates assets to pay creditors, Chapter 11 allows a business to reorganize its debts and continue operations. However, as a creditor, you must take proactive steps to protect your company’s interests and maximize recovery. Here’s your to-do list:

1. Confirm the Filing

Verify the bankruptcy case number, court jurisdiction, and whether it’s a traditional Chapter 11 or a Subchapter V filing (a streamlined process for small businesses). Knowing the type of case will help you anticipate the timeline and procedures.

2. Comply with the Automatic Stay

As with Chapter 7, an automatic stay goes into effect the moment a debtor files for bankruptcy. This legally halts all collection efforts—including calls, emails, lawsuits, and lien enforcement. Violating the automatic stay can result in penalties, so it’s crucial to pause collection activities and reassess your legal options.

3. Obtain the Petition and Mailing Matrix

The bankruptcy petition and mailing matrix list all creditors and their debts. Carefully review these documents to:

• Ensure your company is listed as a creditor.
• Confirm the debt amount and terms are correctly reported.
• Verify your mailing address is accurate so you receive critical notices about the case.

If your debt is missing or incorrect, you may need to take immediate action to assert your rights.

4. File a Proof of Claim

Even though Chapter 11 is a reorganization rather than a liquidation, creditors must still file a proof of claim to preserve their right to repayment. This document outlines how much the debtor owes you and why your claim should be considered valid in the reorganization process. Failing to file on time could mean losing out on potential recovery.

5. Review the Debtor’s First-Day Motions

In Chapter 11 cases, debtors often file first-day motions—requests for court approval of immediate financial decisions, such as:

• Continuing payroll and paying critical vendors.
• Accessing debtor-in-possession (DIP) financing.
• Extending payment terms with certain creditors.

It’s essential to review these motions closely, as they can impact your ability to recover funds. If necessary, consider objecting or negotiating better terms.

6. Assess Critical Vendor Status

Some creditors may qualify as critical vendors, meaning the debtor cannot continue operations without their goods or services. If you provide essential supplies, equipment, or services, you may be able to negotiate priority payment terms to ensure you get paid sooner rather than waiting for a repayment plan.

7. Monitor the Debtor’s Plan of Reorganization

The debtor must eventually submit a plan of reorganization, which outlines how debts will be restructured and repaid over time. This plan can impact how much you recover and when. Key considerations include:

• Are your claims being paid in full, in part, or not at all?
• What are the proposed repayment terms?
• Do secured creditors get preferential treatment?
• Are there unfair advantages given to certain creditors?

As a creditor, you have the right to object if the plan is unfair or fails to adequately address your claim.

8. Confirm Lien and Bond Rights

Unlike Chapter 7, where assets are sold off, secured creditors in Chapter 11 may still have leverage. If your company holds liens on collateral or bond claims, you may have better recovery options than unsecured creditors. Work with legal counsel to ensure these rights are properly enforced.

9. Consider Objecting or Negotiating

If the proposed reorganization plan is unfavorable, you don’t have to accept it as-is. Creditors can:

• Object to unfair repayment terms in court.
• Negotiate better terms before the plan is finalized.
• Vote on the plan if they belong to an affected creditor class.

Strong legal representation can help you maximize recovery and minimize losses in a restructuring case.

Be Proactive – Protect Your Interests

Unlike Chapter 7, where recovery options are often limited, Chapter 11 gives creditors more opportunities to negotiate, object, and secure repayment. But missing deadlines or failing to assert your rights could mean financial losses.

At Wagner Falconer & Judd, we help credit managers and finance professionals navigate the complexities of Chapter 11 bankruptcy with confidence. Contact us today to ensure your business is protected throughout the process.

In today’s economic climate, layoffs have become a reality for many businesses. Whether driven by economic downturns, restructuring, or shifts in market demand, layoffs can be challenging and emotionally taxing for all involved. However, beyond the human impact, there are significant legal considerations that HR professionals and business leaders must navigate to avoid costly litigation and ensure compliance with employment laws.

Understanding the Legal Framework

Before initiating layoffs, it’s crucial to understand the legal framework governing terminations. Several federal and state laws dictate how layoffs should be conducted:

The Worker Adjustment and Retraining Notification (WARN) Act: This federal law requires employers with 100 or more employees to provide 60 days’ notice before a mass layoff or plant closure. The notice must be given to affected employees, unions (if applicable), and local government agencies. Failure to comply with the WARN Act can result in penalties, including back pay and benefits for the affected employeees.

Anti-Discrimination Laws: Employers must ensure that their layoff decisions do not discriminate against any employees based on race, color, religion, sex, national origin, age, disability, or genetic information, as protected under federal laws like Title VII of the Civil Rights Act, the Age Discrimination in Employment Act (ADEA), and the Americans with Disabilities Act (ADA). Even unintentional biases can lead to claims of disparate impact discrimination.

State Laws and Local Ordinances: Many state have their own WARN Acts with different thresholds and notice requirements. Additionally, local jurisdictions may have specific regulations, particularily in cities with strong employee protections. HR professionals should ensure compliance with all applicable state and local laws.

Creating a Layoff Plan

Once the legal framework is understood, the next step is to craft a comprehensive layoff plan. A well-thought-out plan should include:

Objective Criteria for Selection: To minimize the risk of discrimination claims, employers should establish clear, objective criteria for determining which employees will be laid off. Common criteria include seniority, job performance, and relevant skill level. Documenting these criteria and the decision-making process is critical for defending against potential legal challenges.

Communication Strategy: Transparent and empathetic communication is vital during layoffs. Employers should prepare a communication plan that includes how and when employees will be informed, what information will be provided, and how questions will be addressed. It’s also essential to communicate the business rationale for the layoffs to help manage employee morale and public perception.

Severance and Outplacement Services: While not legally required in most cases, offering severance packages and outplacement services can help mitigate the impact on laid-off employees and reduce the likelihood of litigation. Severance agreements should include a release of claims, but be mindful, such releases must comply with the Older Workers Benefit Protection Act (OWBPA) when involving employees aged 40 or older.

Conducting the Layoff

When the layoff day arrives, it’s important to handle the process with care and professionalism. Whenver possible, inform employees of their layoff status in a private one-on-one meeting. This approach demonstrates respect from the employer and allows for a more compassionate conversation. HR professionals should be present to provide support and address any immediate concerns or questions.

Post-Layoff Considerations

After the layoffs are completed, there are additional considerations to keep in mind:

Continuing Obligations: Employers must continue to comply with any ongoing obligations, such as providing final paychecks, complying with COBRA regulations for health insurance continuation, and adhering to any other state-specific requirements.

Morale and Retention of Remaining Employees: Layoffs can have a significant impact on the remaining workforce. Employers should be proactive in addressing employee concerns, providing support, and reinforcing the company’s future vision to retain key talent and maintain productivity.

Conclusion

Layoffs are a complex and sensitive issue that requires careful planning and considerations of legal obligations. By understanding the legal landscape, developing a thoughtful layoff plan, and communicating transparently with employees. HR professionals and business leaders can navigate the challenging process while minimizing legal risks and maintaing the trust and respect of their workforce.

Remember, when in doubt, consult with an experienced employment attorney to ensure that your layoff process is compliant and that you are taking all necessary steps to protect your business. 

Louisiana has enacted significant amendments to its bond claim statutes, impacting both private and public projects. These changes, which took affect on August, 1, 2024, for private bond claims and June 19, 2024, for public bond claims, introduce new obligations for sureties while also allowing them to assert additional defenses in certain circumstances.

Key Changes in the Law

One of the most notable updates is the introduction of “pay-if-paid” and “pay-when-paid” defenses for sureties, provided these provisions exist in the general contractor’s contract. However, material suppliers are specificaly exempt from these defenses, ensuring stronger payment protections for their claims.

How Material Suppliers Can Secure Payment

Under the amended statuses, sureties are now required to make payment to a material supplier if the following conditions are met:

1. Delivery Compliance: The materials supplied must conform to the specifications outlined in the order.
2. None of Nonpayment: If 45 days pass without payment after material delivery, the supplier may send a Notice of Nonpayment to the general contractor, surety, owner.
3. Final Payment Notice: If 90 days elaps from the date of delivery without receiving payment, the supplier can issue a “payment notice” to the surety.
4. Mandatory Payment Decline: Upon receipt of the “payment notice”, the surety must pay the material supplier within 10 days. While the statute is unclear, it appears the deadline for payment is based on the date the “payment notice” is mailed rather than when it is received.

Proper Notice Delivery is Critical 

To ensure compliance with the new requirements, all required notices should be sent via registered or certified mail, return receipt requested. This helps establish a clear record of compliance with statutory deadlines and protects the material supplier’s rights.

While the law does not provide a detailed definition of a “payment notice”, it is reasonable to assume that this notice should include:

• Acopy of the outstanding invoice(s)
• A copy of the previously sent Notice of Nonpayment

What this Means for Material Suppliers

These amendments provide a structured process for material suppliers to secure payment more effectively, reducing the risks associated with delayed or withheld funds. By following the outlined notice procedures, material suppliers can ensure their claims are properly documented and enforceable under the new legal framework.

For businesses supplying materials on bonded projects in Louisiana, understanding and adhering to these new requirements is essential to securing timely payments and avoiding potential disputes. Staying informed and proactive in sending notices can make all the difference in ensuring financial stability and compliance with the updated bond laws.

Partner with WFJ for Legal Guidance and Protection

Navigating legal changes can be complex, but you don’t have to do it alone WFJ is here to help businesses stay compliant, protect their projects, and secure payments efficiently. Our legal team is well versed in construction law and bond claims, ensuring your rights are safeguarded under the latest legal updates. Contact WFJ today to learn how we can support your business and keep your projects moving forward without unnecessary financial risks.

Navigating the ever-evolving landscape of lien and bond laws is crucial for construction professionals and large businesses looking to protect their financial interests. In recent years, several states have enacted key legislative changes impacting private, commercial (non-residential) mechanic’s lien claims and public bond claims-shaping how contractors, suppliers, and other stakeholders secure payment on projects. Staying informed about these updates can mean the difference between a smooth claim process and costly legal disputes. Below, we break down some of the significant changes affecting commercial and government construction projects.

 Public Bond Threshold

In recent years, more states have raised the minimum contract amount that requires general contrators on public projects to secure a payment bond. Here are some of the latest increases:

Alabama – $50,000 – $100,000

Kentucky – $40,000 – $100,000

Illinois – $50,000 – $150,000

Montana – $50,000 – $150,000

Subcontractors and material suppliers should continue to track these increases to ensure there is payment protection on these government projects.

Florida

In October 2023, the Florida lien law was amended.  Notably, Florida expanded the definition of “contractor” to include both construction management services and program management services.  Construction management services include coordinating and scheduling a project’s preconstruction and construction phases, and program management services include cost and schedule control, and coordinating project planning, design, and construction.

Additionally, if a payment bond has been posted on a private project, both the contractor and the contractor’s surety must be served with the Notice of Nonpayment.  For rental equipment, the Notice must be served no later than 90 days after the date that the equipment was on the project and available for use.

Louisiana

In 2024, the law was amended for payment bonds on both private and public projects.  On payment bond claims, sureties may now assert contingent payment clauses as a defense to payment.  If there is a “pay-if-paid” or “pay-when-paid” clause in the contract, a surety can now rely on those clauses to avoid payment.

However, the amended law also created an exception for material suppliers.  If the material supplier sends notice of non-payment to the general contractor, surety, and owner, at least 45 days after the date of delivery, and is not paid within 90 days of the delivery of the materials, the surety is obligated to make payment on the supplier’s claim no later than 10 days after the supplier sends a payment notice.

Texas

In 2023 Texas amended the law for change orders issued on an current project.  For all construction contracts entered on or after September 1, 2023, if the contractor (or subcontractor) receives a directive and the value of that change totals 10 percent or more of the original contract value, the contractor (or subcontractor) can decline the work.   The contractor or subcontractor now has a statutory right to refuse to proceed with the work before an executed change order is signed.  Additionally, a contractor or subcontractor who elects not to proceed with additional work is not responsible for damages associated with the election not to proceed.

Virginia

Effective January 1, 2023, Virginia eliminated pay-if-paid provisions in construction contracts.  If the prime contract was executed prior to January 1, 2023, pay if paid clauses are enforceable, assuming the applicable contract language is clear and unambiguous.   However, if the prime contract was executed on or after January 1, 2023, a pay-if-paid clause is not enforceable in Virginia.

Changes in line and bond laws can create unexpected challenges, but they also present opportunities to strengthen your payment security. WFJ provides the legal knowledge and strategic support you need to adapt to new requirements and protect your projects. Let’s work toegether to ensure your contracts, claims, and compliance efforts are rock solid.

The information provided in this summary does not, nor is it intended to, constitute legal advice. You should not take or refrain from taking any action based on any information contained in this summary without first seeking legal advice.

State specific opinion letters are available upon request.

If you’ve suffered a workplace injury, you may already be pursuing worker’s compensation for medical bills and lost wages. However, depending on your circumstances, you could be entitled to additional benefits.

Here are some key options to consider:

Temporary Partial Disability (TPD)

If your injury allows you to return to work in a reduced capacity-such as working fewer hours in a modified role-you may qualify for TPD benefits. These benefits help compensate for the difference between your pre-injury earnings and your current income.

Permanent Partial Disability (PPD)

After reaching maximum medical improvements (MMI), if your injury results in permanent reduction in your ability to work but you are still able to perform some job functions, you might qualifty for PPD benefits. These are often calculated based on the severity of your impairment and may vary by state. For instance, states may assign specific compensation amounts for the loss or impairment of certain body parts.

Permanent Total Disability (PTD)

If your injury has left you permanently unable to return to work, you may qualify for PTD benefits. These benefits are typically reserved for severe cases, such as total blindness, the loss of multiple limbs, paralysis or a loss of mental faculties. In many states, PTD benefits provide long-term financial support to cover living expenses.

State-Specific Programs

Some states offer additional programs or benefits for injured workers, such as vocational rehabilitation services to help you transition into a new career or industry. States may also have funds to assist employees whose employers lack sufficient worker’s compensation insurance.

Social Security Disability Insurance (SSDI)

If your injury prevents you from working for an extended period, you may qualify for SSDI through the federal government. These benefits are designed to provide long-term financial support for individuals with severe disabilities.

Employer Provided Benefits

Depending on your employers, you might have access to other resources such as short-term disability insurance, health benefits, or employee assistance programs (EAPs). Be sure to check with your HR department to learn what’s available.

Need help understanding your rights? Contact WFJ’s Employment Law team today to discuss your options and ensure your recovery is protected. 

When it comes to navigating legal processes, few topics feel as overhelming as probate. At WFJ, we specialize in simplifying the complex. Probate is a court-supervised legal proceeding that ensures your property is properly transferred after your death. Let’s break it down so you feel comfortable and informed.

What is Probate?

Probate is the legal process of administering a deceased person’s estate. During probate, a personal representative is appointed by the court to manage and settle the estate. The personal representative ensures debts are paid and property is distributed according to the deceased’s will or state law if no will exists.

Types of Probate Proceedings

Probate can be formal or informal. depending on the complexity of the estate and whether court supervision is necessary.

• Informal Probate: This streamlined process allows the personal representative to administer the estate without the court’s ongoing supervision. Informal probate is ideal for straightforward cases where all interested parties are in agreement.
• Formal Probate: Formal probate may be supervised. It is typically used for more complex estates that require judicial involvement to resolve disputes, address ambiguities in the will, or handle other legal challenges. Supervised formal probate involves ongoing oversight from the court, while unsupervised formal probate grants the personal representative more autonomy.

Where Does Probate Take Place?

Probate proceedings must offuc in the country where the deceased was legally residing at thet ime of their death. For non-residents who owned property in the state, probate must take place in the county where the property is located.

What are Non-Probate Assets?

Not all assets are subject to probate. Non-probate assets are those that bypass the probate processand transfer directly to beneficiaries. These typically include:

• Property held in joint tenancy
• Joint bank accounts
• Life insurance policies with named beneficiaries
• Payable-on-death (POD) accounts
• Real property with a valid transfer-on-death deed recorded in the appropriate county

Proper planning can help ensure that your non-probate assets are distributed efficiently and according to your wishes.

Why Work with WFJ?

Probate doesn’t have to be overwhelming. Whether you’re planning your estate or managing the probate process for a loved one, our experienced attorneys at Wagner, Falconer & Judd are here to help. We’ll guide you through the process with clarity and confidence, ensuring your interests are protected every step of the way.

Simplify the complex. Contant WFJ today to learn how we can assist with your probate and estate planning needs.