Month: June 2025

(JD Supra) How many U.S. taxpayers and expatriates may need to file offshore disclosures and FBARs with the IRS? Should those who have not yet filed a disclosure application utilize the VDP (Voluntary Disclosure Program) or a streamlined application through the Streamlined Filing Compliance Procedures or SFCP? Many U.S. taxpayers have taken a hopeful position as they attempt to understand the core issues of “willful” failure to report or under-reporting offshore or foreign income versus “non-willful” conduct. The risks of filing a “quiet disclosure” (filing an updated return and hoping the IRS doesn’t notice) or a streamlined application are substantial, and these decisions should not be taken lightly.

The IRS issued a strong warning to those with offshore bank accounts, investments, assets, and foreign corporations or trusts:

Come into compliance with FinCEN Form 114 (FBAR) and FATCA requirements, as well as IRS forms such as the 8938, or face criminal tax evasion charges and the steepest taxation, penalties, and interest under U.S. tax law.

The Wall Street Journal recently estimated that 7.6 million U.S. citizens live abroad, and millions more have offshore assets, investment accounts, and bank accounts. Expatriates should be well aware of the “Foreign Earned Income Exclusion” (currently up to $130,000 for 2025), which may exempt them from paying taxes to the IRS on earnings below that threshold. However, they are still required to file a tax return. This includes the requirement to complete accurate FBAR and other required offshore disclosures.

The key question is this:

If you or your entity have offshore accounts and investments and have failed to file the required and necessary updated FBARs and voluntary disclosures, what happens to those who fail to comply?

If you are a U.S. taxpayer and have offshore bank accounts, investments, assets, or own any interest in a foreign corporation or foreign trust, the time is now to come into compliance with the IRS and FBAR reporting requirements. The IRS has developed sophisticated Artificial Intelligence (AI) applications to sift through troves of valuable offshore information provided directly to the agency from Foreign Financial Institutions (FFIs), such as banks, investment houses, retirement plans, and other portfolios regarding the accounts, balances and even transactions of U.S. taxpayers directly to the agency. The IRS has provided ample notice over the years and is pursuing criminal tax evasion charges (and, in particularly egregious cases, prison sentences) for those who refuse to comply. Failure to comply with offshore disclosures required by FinCEN and the IRS also exposes U.S. taxpayers to fines of up to 50% of the highest balance of each account or aggregated accounts each year, or $100,000, whichever is higher. It doesn’t matter how much is in the account today, or at the end of the tax year.

Contact an experienced international tax attorney to discuss offshore disclosures, FinCEN FBAR requirements, IRS Form 8938, and other offshore reporting requirements, as well as the impact of willful or non-willful behavior upon your decisions and available options. Come into compliance and avoid the wrath and fury of the IRS and the tremendous financial impact this could have on your life.

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(Reuters) -Justin Sun’s crypto platform, Tron, has reached a deal with Nasdaq-listed company SRM Entertainment under which it will buy tokens, be renamed Tron Inc and have Sun join the company as an adviser, SRM said on Monday.

SRM’s statement did not name the private investor whose $100 million equity investment – valued at $210 million if warrants are exercised – would be used to purchase Tron’s cryptocurrency. The Financial Times reported that the funds would be injected by Tron itself and that Tron was set to go public in the U.S. via a reverse merger with SRM.

Spokespersons for Tron and SRM did not respond to requests for comment on whether the $100 million in funds were going to come from Tron itself.

SRM’s statement did not say how Tron would be run in the future or whether the ownership would change as a result of the deal.

The SRM deal was organized by New York-based boutique investment bank Dominari Securities, the statement said. Two of U.S. President Donald Trump’s sons, Don Jr and Eric, joined the board of Dominari Holdings, which owns Dominari Securities, in February, the company said at the time.

Dominari Securities did not immediately respond to a request for comment.

Chinese-born Sun, the founder of the Tron blockchain network, was sued by the U.S. Securities and Exchange Commission in 2023. The billionaire has close ties to Trump’s World Liberty Financial crypto venture. This year he increased his investment in the project to $75 million. Sun’s Tron network has also listed USD1, a stablecoin issued by World Liberty.

Those purchases, involving an entity where Trump benefits financially, have raised concerns among political opponents and ethics experts about potential conflicts of interest. The president has said he put his business interests in a trust managed by his children to avoid conflicts of interest.

A civil fraud lawsuit by the U.S. Securities and Exchange Commission against Sun has been put on hold.

SRM also designs and sells custom merchandise such as toys and souvenirs. Its shares jumped more than 300% on Monday, reaching as high as $6.70, compared with Friday’s close of $1.45.

(Reuters) -Anne Wojcicki is set to regain control of 23andMe after a $305 million bid from a nonprofit she controls topped Regeneron Pharmaceuticals’ offer for the DNA-testing company in a bankruptcy auction.

Last month, Regeneron agreed to buy the firm for $256 million, topping a $146 million bid from Wojcicki and the non-profit TTAM Research Institute.

The deal is expected to close in the coming weeks after a court hearing currently scheduled for June 17, the company said on Friday.

Once a trailblazer in ancestry DNA testing, 23andMe filed for bankruptcy in March, seeking to sell its business at auction after a decline in demand and a 2023 data breach that exposed sensitive genetic and personal information of millions of customers.

TTAM said on Friday it would uphold 23andMe’s existing privacy policies and comply with all applicable data protection laws.

Earlier this week, New York and more than two dozen other U.S. states sued 23andMe to challenge the sale of its customers’ private information.

The U.S. Bankruptcy Court for the Eastern District of Missouri oversaw the bidding process.

Regeneron had said it was willing to make a new bid, but wanted a $10 million breakup fee if Wojcicki’s bid is ultimately accepted.

(Reuters) -McDonald’s has settled a $10 billion lawsuit by the media entrepreneur Byron Allen accusing the fast-food chain of “racial stereotyping” by excluding Black-owned media from much of its advertising budget.

Friday’s settlement between McDonald’s and two of Allen’s companies, Entertainment Studios Networks and the Weather Group, averts a scheduled July 15 trial in Los Angeles federal court.

It also resolves claims raised in Allen’s related $100 million lawsuit against McDonald’s in Los Angeles Superior Court.

McDonald’s said it will buy ads “at market value” from Allen’s companies “in a manner that aligns with its advertising strategy and commercial objectives.”

Settlement terms are confidential. McDonald’s, based in Chicago, denied wrongdoing in agreeing to settle.

In a statement, Allen’s companies said “we acknowledge McDonald’s commitment to investing in Black-owned media properties and increasing access to opportunity. Our differences are behind us.”

Allen accused McDonald’s of falsely labeling Entertainment Studios as a media company that produces content solely for Black viewers, consigning it to its “de minimis” ad budget for those viewers instead of its general ad budget.

He also accused McDonald’s of lying when it pledged in 2021 to boost national ad spending with those media to 5% from 2% by 2024.

Allen said he relied on that pledge when seeking business from McDonald’s, only to be rebuffed, and that his Allen Media Group represented more than 90% of Black-owned media.

(Reuters) A Skechers USA shareholder has sued the footwear maker for more details about its $9.4 billion buyout by private equity firm 3G Capital, saying the decision by Skechers’ founder and controlling shareholder to sell raises “red flags.”

According to a complaint filed on Thursday in Los Angeles federal court, founder Robert Greenberg and his family, who hold about 60% of Skechers’ voting power, appear to have “controlled the sales process to a single bidder and deprived the minority stockholders of any legitimate bidding process.”

Florida-based Key West Police Officers & Firefighters Retirement Plan said the buyout should not close until Skechers makes required disclosures with the U.S. Securities and Exchange Commission to help shareholders decide if the terms are fair.

The complaint cited a Reuters article in which Needham analyst Tom Nikic called the buyout “very surprising” because Skechers was considered a family business, and sources said the Greenbergs eschewed an auction because of their long ties to 3G.

Known for comfort-first sneakers, Skechers is the world’s third-largest footwear maker.

Skechers spokeswoman Jennifer Clay declined to comment on Friday, saying the Manhattan Beach, California-based company does not discuss pending litigation.

The vast majority of large U.S. corporate mergers are challenged in court. Lawsuits seeking greater disclosures often end with defendants paying legal fees to plaintiffs’ lawyers, and plaintiffs recovering nominal payouts or nothing.

According to a regulatory filing, Greenberg, 85, could collect more than $1 billion from the buyout, which is scheduled to close in the third quarter.

The buyout values Skechers at $63 per share in cash, 20% below its 52-week high of $78.82 set on January 30.

Like other footwear makers including Nike, Skechers faces pressure from U.S. President Donald Trump’s tariffs.

Many Skechers’ products come from China, and the company withdrew its full-year financial guidance in April.

Brazil-based 3G is known for stringent cost-cutting, including at such companies as Anheuser-Busch InBev and Kraft Heinz.

The case is Key West Police Officers & Firefighters Retirement Plan v Skechers USA Inc et al, U.S. District Court, Central District of California, No. 25-04863.

(Westlaw) A Tennessee federal judge has granted preliminary approval to an $11.8 million settlement between Evolve Bank & Trust and a class of customers whose personal information was exposed in a 2024 data breach.

In re Evolve Bank & Trust Customer Data Security Breach Litigation, No. 24-md-3127, order issued (W.D. Tenn. May 30, 2025).

The settlement appears “fair, reasonable, and adequate,” U.S. District Judge Sheryl H. Lipman of the Western District of Tennessee said May 30, authorizing notice to be sent to the estimated 18 million class members.

Ransomware attack

According to a consolidated class-action complaint filed in January, Evolve experienced an apparent hardware failure in May 2024, after which the bank detected unauthorized activity in some of its computer systems.

The LockBit ransomware gang was behind the attack and leaked customers’ names, Social Security numbers, account numbers, birthdates and contact information after Evolve refused to pay a ransom demand, according to a notice on the bank’s website.

The incident prompted nearly two dozen class-action complaints filed in three federal district courts. The Judicial Panel on Multidistrict Litigation consolidated the actions in October and transferred them to Judge Lipman. In re Evolve Bank & Tr. Customer Data Sec. Breach Litig., MDL No. 3127, 2024 WL 4429367 (J.P.M.L. Oct. 4, 2024).

According to the consolidated complaint, the Federal Reserve Board took an enforcement action against Evolve in June 2024 over the bank’s anti-money laundering, risk management and consumer compliance programs.

The board ordered Evolve to “correct the information technology and information security deficiencies identified in the reports of examination” completed in 2023 and early 2024.

The complaint pointed to the enforcement action as evidence that Evolve “knew or should have known its information systems were vulnerable prior to the data breach.”

Relief for victims

The plaintiffs filed an unopposed motion for preliminary approval of the class settlement, which sought an order certifying the class and approving the settlement agreement.

Judge Lipman granted the motion and conditionally certified a class of people in the United States who provided Evolve with private information that was included in files affected by the data breach.

Under the settlement agreement, Evolve will establish a nonreversionary $11.8 million fund to pay for class member benefits, service awards to class representatives, attorney fees and settlement administration costs.

Class members can elect to receive either a fixed cash payment or compensation for documented losses related to the breach, as well as credit monitoring services.

The judge also provisionally appointed 14 named plaintiffs as class representatives and J. Gerard Stranch IV of Stranch, Jennings & Garvey PLLC as lead counsel.

A final approval hearing is scheduled for Nov. 14.

(Reuters) Google agreed to spend $500 million over 10 years to overhaul its compliance structure, to settle shareholder litigation accusing the search engine company of antitrust violations, settlement papers show.

The preliminary settlement of so-called derivative litigation against officials at Google parent Alphabet, including Chief Executive Sundar Pichai and Google co-founders Sergey Brin and Larry Page, was filed late on Friday.

It requires approval by U.S. District Judge Rita Lin in San Francisco.

The changes include creating a standalone board committee to oversee risk and compliance, previously the responsibility of the Alphabet board’s audit and compliance committee.

Alphabet would also create a senior vice president-level committee to address regulatory and compliance issues, reporting to Pichai, and a compliance committee consisting of Google product team managers and internal compliance experts.

Google denied wrongdoing in agreeing to settle.

“Over the years, we have devoted substantial resources to building robust compliance processes,” the Mountain View, California-based company said on Monday. “To avoid protracted litigation we’re happy to make these commitments.”

Shareholders led by two Michigan pension funds accused Google executives and directors of breaching their fiduciary duties by exposing the company to antitrust liability related to its search, Ad Tech, Android and app distribution businesses.

“These reforms, rarely achieved in shareholder derivative actions, constitute a comprehensive overhaul of Alphabet’s compliance function,” resulting in “deeply rooted culture change,” the shareholders’ lawyers said.

The changes must remain in place at least four years. Shareholders would not be paid.

Patrick Coughlin, a lawyer for the shareholders, in a Monday interview called the settlement one of the largest by a company to fund regulatory compliance committees.

“We didn’t see the board getting the fulsome reports it should have gotten regarding antitrust risks,” he said. “There are things it could have done, and should have done, earlier.”

The settlement was disclosed the same day U.S. District Judge Amit Mehta in Washington, who last August found Google violated federal antitrust law to maintain dominance in search, completed a hearing to consider how to address the monopoly.

Mehta plans to rule by August. The U.S. Department of Justice has proposed requiring Google to sell its Chrome browser and share search data with rivals.

In a derivative lawsuit, shareholders sue officials on behalf of a company.

The shareholders’ lawyers plan to seek up to $80 million for legal fees and expenses, on top of the $500 million.

The case is In re: Alphabet Inc Shareholder Derivative Litigation, U.S. District Court, Northern District of California, No. 21-09388.

(Reuters) The Financial Industry Regulatory Authority got a bit of good news on Monday, courtesy of the nation’s highest court as anorder listposted to the U.S. Supreme Court’s website on June 2 indicated that Alpine Securities Corp.’s petition for a writ of certiorari in a case challenging FINRA’s authority had been denied.

In its Feb. 20 petition, Alpine said the court should grant a review of a lower court’s decision in Alpine’s case against FINRA in part to consider “whether FINRA’s unusual status as the purportedly private enforcer of the federal securities laws violates the Constitution’s structural provisions.”

FINRA is responsible for examining its members that are municipal securities dealers or municipal advisors and for enforcing Municipal Securities Rulemaking Board rules. Both FINRA and the MSRB, the municipal securities market’s principal regulator, are self regulatory organizations.

In its petition, Alpine said FINRA “is a nominally private corporation that acts as a federal government agency.” FINRA enforces the federal securities laws as well as its own rules that carry the force of federal law, Alpine said.

In doing so, “FINRA investigates, prosecutes, adjudicates, and punishes individuals and entities” forced to join it in order to do business in the U.S. securities industry, the petition said.

“Based on its unusual status as the purportedly ‘private’ enforcer of the federal securities laws, FINRA insists that it can exercise enforcement power derived from the government, mandated by the government, and with immunity reserved for the government,” Alpine said.

To make matters even worse, FINRA wields government power more freely than the government itself, Alpine’s petition said.

“That is, free from the structural constitutional limitations that constrain the government,” the petition said.

That Alpine’s petition was denied is hardly shocking given that the Supreme Court accepts only about 100 to 150 of the more than 7,000 cases it is asked to review each year.

In a statement Monday, FINRA said it was pleased with the Supreme Court’s decision.

“It is FINRA’s position that, for multiple reasons discussed in its brief opposing Alpine’s petition for writ of certiorari, the case did not meet the Supreme Court’s standards for review,” the statement said.

Efforts to obtain comment from law firm Cooper & Kirk, counsel for Alpine, were unsuccessful Monday.