BSCR Firm News/Blogs Feed

UPDATE: Federal Court Issues Preliminary Injunction on Enforcement of Federal Corporate Transparency Act – BOI Mandatory Reporting Compliance Voluntary Until Further Notice

09 Dec 2024

The Corporate Transparency Act (CTA) requires that “Reporting Companies” report identifying information about the individuals who directly or indirectly own or control those companies. These beneficial ownership information (BOI) reports are electronically filed with the Treasury Department’s Financial Crimes Enforcement Network (FinCEN). The CTA requires any entity formed or registered to do business in the United States prior to January 1, 2024 to file its BOI with FinCEN on or before January 1, 2025, and any entity filed after January 1, 2024 to file its BOI with FinCEN within 90 days of formation.

On December 3, 2024, the U.S. District Court for the Eastern District of Texas granted a nationwide preliminary injunction that enjoins the federal government from enforcing the CTA.¹ This ruling halts the impending January 1, 2025 filing deadline under the CTA, although subsequent litigation may reverse this ruling and reinstate that filing deadline. The district court’s order is not a final decision on the constitutionality of the CTA. The district court only determined that the CTA was “likely” unconstitutional, and granted the preliminary injunction because a final determination as to the constitutionality of the CTA will not arrive until well past the January 1 deadline.

On December 5th, the U.S. Government appealed the district court’s ruling to the Fifth Circuit Court of Appeals, and may now attempt to obtain a stay of the district court’s preliminary injunction in order to allow the CTA to go into effect on January 1, 2025, as originally planned.

Additionally, FinCEN issued a statement that it will comply with the district court’s order “for as long as it remains in effect” and that the filing of BOIs is now solely voluntary and Reporting Companies “will not be subject to liability if they fail to [file] while the preliminary injunction remains in effect.” While it is possible that FinCEN may defer the CTA reporting deadline in light of the uncertainty generated by this litigation, there is no guarantee as to if, or when, Reporting Companies may be required to submit BOIs to FinCEN.

Given the continuing uncertainty of Reporting Companies’ obligations at this time, all entities subject to the CTA may wish to continue to prepare their FinCEN reporting materials as if the January 1 deadline is still in place, although these companies are not currently under any obligation to file with FinCEN. All Reporting Companies should follow this matter closely, as the future of the CTA remains uncertain, and should be on the lookout for updates from the Fifth Circuit, the Department of the Treasury, or subsequent reports from Wilk Auslander.

We here at Wilk Auslander continually stay abreast of new developments and their applications in corporate law. If you would like to further discuss the CTA, please reach out to Stephen Albert at (212) 981-2320, salbert@wilkauslander.com, Jonathan Bender at (212) 981-2322, jbender@wilkauslander.com, Mark Clyman at (212) 981-2318, mclyman@wilkauslander.com, Jack Wilk at (212) 981-2333, jwilk@wilkauslander.com or Caitlyn Ford at (212) 981-2307, cford@wilkauslander.com.

At Wilk Auslander we advise businesses and entrepreneurs across a diverse spectrum of corporate and commercial dealings. Our clients range from startups to seasoned investors and small business to large multinational enterprises. We recognize the unique needs of each client, and craft innovative and cost-efficient strategies tailored to address their specific challenges and help them achieve their business objectives and corporate compliance while mitigating both immediate and long-term risks.

¹ Texas Top Cop Shop, Inc., et al. v. Garland, et al. (Case No. 24-cv-00478, E.D. Tx.)

Wilk Auslander Earns Respected Recognition from Chambers and Partners Spotlight: Rare Dual Ranking for Litigation and Real Estate

12 Nov 2024

We are delighted to announce that Chambers and Partners Spotlight has ranked Wilk Auslander’s litigation and real estate departments, a testament to our firm’s commitment to excellence and our dedication to providing unparalleled legal services. This ranking by Chambers reflects the hard work and expertise of our team members, whose skill, dedication, and passion underlie their drive to succeed for our clients and our firm.

Chambers and Partners Spotlight is globally recognized for its independent and objective assessments of top legal talent and this award is a significant acknowledgment of our accomplishments within the legal community. We extend our deepest thanks to our clients and colleagues for their trust and support, which make achievements like this possible.

Congratulations to our team on this remarkable achievement and thank you to Chambers and Partners Spotlight for this distinguished honor!

Mandatory Reporting for You and Your Entities Under the Corporate Transparency Act in 2024

30 Oct 2024

What is the Corporate Transparency Act?

One of the widest reaching federal business entity laws ever enacted, the Corporate Transparency Act (the “CTA”) requires a majority of domestic and foreign entities registered to do business in the United States to report information about their companies, owners and executives directly to the U.S. Treasury’s Financial Crimes and Enforcement Network (“FinCEN”). This information is compiled into a database to facilitate information sharing among national security agencies, local law enforcement agencies and financial institutions. The CTA was passed to enhance the transparency of entities’ ownership to combat money laundering, tax fraud and other illicit activities. As it applies to the average businessperson, the CTA demands a new, higher level of reporting of personal information in connection with entities he or she controls.

What entities does the CTA apply to?

The CTA’s reporting requirements will impact an estimated 32.6 million existing businesses. It applies to all entities formed by the filing of a document with any secretary of state, such as limited liability companies, corporations, limited partnerships, limited liability partnerships, statutory trusts, and nonprofit entities. In short, the CTA will likely apply to your entity, as almost all entities are formed by a filing with a secretary of state. The CTA also applies to any entity formed under the laws of a foreign country and registered to do business in the U.S. The CTA will apply to newly formed businesses as well, with all companies created or registered on or after January 1, 2024, also being subject to mandatory disclosures. Entities that were created/registered and later dissolved before January 1, 2024, are not required to file a report.

Could my entity be exempt from the CTA?

Exemptions from the CTA are very limited, with only 23 total exemptions such as securities issuers,credit unions, domestic governmental authorities, banks, investment companies or advisors, insurance companies, inactive entities that meet specific requirements, large private companies which have filed their most recent federal income tax return showing over $5 million of gross receipts/sales and have at least 20 full time employees in the U.S., accounting firms and certain tax-exempt entities such as charitable trusts, to name a few. See § 5336(a)(11)(B). Wilk Auslander is happy to assist in assessing if your entity qualifies for an exemption. However, exemptions are not permanent; changes in the business that disqualify an entity for an exemption then require CTA compliance by the entity.

What needs to be reported?

The CTA requires each “Reporting Company” to file a Beneficial Ownership Information Report (“BOIR”). The following information must be reported:

Reporting Company Information: For the entity itself, it must report its legal name, any trade, “doing business as” or “trading as” names, the address of its principal place of business in the U.S., jurisdiction of formation or registration and taxpayer identification number (EIN). For a U.S. principal place of business, Reporting Companies that do not utilize office space typically report the U.S. residential address of a beneficial owner. If the Reporting Company does not already have an EIN, you can apply for and acquire one from the IRS’s website.
Beneficial Owner Information: Each beneficial owner must report his/her name, date of birth, residential address and unique identifier number from an official document from a recognized issuing jurisdiction and a photo of that document (i.e., a non-expired driver license or passport). Determining who is the beneficial owner(s) of the Reporting Company is discussed further below.
Company Applicant: Reporting Companies created or registered in or after 2024 must also report their “company applicant(s)”. A Reporting Company can have a maximum of two company applicants: (a) the individual who directly files the document that creates or registers the Reporting Company (in most cases, an individual at a service provider (i.e., Corporation Service Company (“CSC”)) who directly filed the document), and if more than one individual is involved in the filing of the formation/registration document, (b) the individual who was primarily responsible for directing or controlling the filing of the document (the attorney, if one was used; if not, the incorporator/authorized officer who executed the document filed with the secretary of state). If Wilk Auslander assisted in creating or registering your entity in 2024, please reach out to the partner who aided with the entity formation/registration to acquire the necessary FinCEN IDs (also discussed below).
Submitter Information: The individual submitting the BOIR will need to provide their full name and email address.

Reports must be updated within 30 days of a change to the reportable information above, such as a change in beneficial ownership, address, a sale of all or a large stake in the business, a merger, acquisition, appointment or resignation of a senior officer (i.e., president, CEO, COO, CFO, general counsel, etc.) or death of a beneficial owner.

Who is a Beneficial Owner?

A beneficial owner is any individual who, directly or indirectly, either: (1) exercises substantial control over a Reporting Company, or (2) owns or controls at least 25% of the ownership interests of a Reporting Company. If the Reporting Company is a subsidiary owned by another entity, the above analysis must be applied to the parent(s). The BOIR is not limited to one majority owner’s information— there is no maximum limit of how many beneficial owners an entity can have. For example, beneficial owners can include, but are not limited to, multiple shareholders, senior officers, trustees and beneficiaries of a trust. The definition of a beneficial owner in the CTA is intentionally broad, aimed at identifying all individuals with significant ownership stake in or influence over a Reporting Company.

Applying for a FinCEN ID (Optional)

To save time, if you are a beneficial owner and/or company applicant for multiple entities, you can apply for a FinCEN ID to avoid inputting your information and documents for each Reporting Company. The online application takes a few minutes and the FinCEN ID is generated at its completion. Then, the FinCEN ID is the only information required to be inputted in the BOIR for the sections applying to its holder.

When are the reports due?

The reporting deadlines for filing the BOIR is determined by the Reporting Company’s date of formation or registration in the U.S., and are as follows:

Entity Formation Date	Reporting Deadline
Before 2024	January 1, 2025
From January 1, 2024, to December 31, 2024	90 days after formation /registration
After January 1, 2025	30 days after formation /registration

Every Reporting Company in existence on or after January 1, 2024, must file a BOIR, regardless of whether the entity is dissolved before its reporting deadline. While there is no annual reporting required, entities must file an updated report within 30 days of becoming aware of or having reason to know of inaccurate information previously filed, or when the information requiring reporting has changed.

What are the penalties for failure to report?

Willful failure to comply with the CTA’s reporting requirements carries both civil and criminal penalties. While it is unclear how and to what extent FinCEN will be enforcing the reporting requirements of the CTA, the CTA provides that willful failure to comply with the CTA can result in civil penalties up to $500 for each day a violation persists, and willful failure to comply or providing false information may result in criminal penalties, including a fine up to $10,000 or two years imprisonment.

What are the next steps?

Once you have gathered your Reporting Company information and determined who is/are the beneficial owner(s) and if there are company applicant(s), you can collect the requisite documents or FinCEN ID’s and file the Reporting Company’s BOIR directly on FinCEN’s website, free of charge. Alternatively, you can utilize a service company like CSC, who offer a filing service to collect the relevant information and documents and then file the BOIR on behalf of the Reporting Company (you will need to set up an account with CSC if you do not already have one to utilize this service). Wilk Auslander is happy to help with any questions regarding the CTA or BOIR, and to assist you with your filing.

Wilk Auslander Attorneys Recognized by Super Lawyers

29 Oct 2024

Jack Wilk (Taxation), Jay Auslander (Business Litigation), Stuart Riback (Business Litigation), James Kennedy (Real Estate) and Scott Watnik (Business Litigation) have been included in the list of New York Super Lawyers for 2024.

Each year, no more than 5% of the lawyers in New York are selected by the research team at Super Lawyers to receive this honor.

Stuart Riback Moderates Showcase Program on the Supreme Court at ABA Business Law Section Meeting in San Diego

19 Sep 2024

On September 13, 2024, at the ABA Business Law Section’s Fall Meeting in San Diego, Stuart Riback chaired and moderated a CLE Showcase Program titled “Supreme Court Business Review: Significant Business Cases In The October 2022 And 2023 Terms.” The panelists were: Michael Mongan, Solicitor General of California; Kannon Shanmugam, a prominent Supreme Court advocate; and U.S. District Judge Alvin Thompson of the District of Connecticut. The program, which had over 200 onsite attendees and almost 300 virtual attendees, covered the Court’s latest rulings on state regulation of businesses, intellectual property, employment law, bankruptcy, securities, and arbitration.

Supreme Court Business Review: Significant Business Cases in the October 2022 and 2023 Terms

10 Sep 2024

Stuart Riback recently published an article in connection with the program he is chairing at the ABA Business Law Section Fall Meeting. The program covers significant business cases decided by the US Supreme Court during the last two court terms.

Click here to read the article.

Stuart M. Riback, recently was appointed by the President of the American Bar Association to a three-year term on the ABA Standing Committee on Professionalism

26 Aug 2024

Stuart M. Riback, a partner in Wilk Auslander LLP, recently was appointed by the President of the American Bar Association to a three-year term on the ABA Standing Committee on Professionalism. The Standing Committee on Professionalism’s mission is “to encourage, recommend and provide assistance to ABA entities in the development and coordination of professionalism initiatives; and to encourage and provide assistance to state and local bar associations, the judiciary, the law schools, and the legal community.” Stuart was nominated and recommended by numerous leaders in the ABA Business Law Section, where he has been active for over twenty years and in which he served three years as Chair of the Business and Corporate Litigation Committee.

Unlocking the Future: Understanding Tokenization of Real-World Assets

23 May 2024

Courts Remain Hesitant to Regulate the Use of Generative AI in Litigation

30 Apr 2024

Last summer, an otherwise routine personal injury action vividly demonstrated the pitfalls of generative AI. Facing an unfamiliar issue on a motion to dismiss, two New York attorneys turned to ChatGPT to assist their research, unaware of its propensity for the occasional “hallucination.” The chatbot then conjured up non‑existent cases to support their position, which the attorneys relied on in their briefing.

In an order sanctioning the attorneys, Judge Kevin Castel of the federal Southern District of New York dryly noted that the chatbot’s fictitious work product “shows stylistic and reasoning flaws that do not generally appear in decisions issued by United States Courts of Appeals,” and less charitably described its legal analysis as “gibberish.” Mata v. Avianca, Inc., 678 F. Supp. 3d 443, 453 (S.D.N.Y. 2023). Yet these citations were facially passable enough to fool two seasoned litigators once they were outside their usual area of expertise. That is a problem.

Following the headline‑grabbing debacle in Mata, then, one might have expected the courts to start reworking the rules to limit the risk that the increasing use of AI in litigation would introduce similar errors. Legal research and briefing, after all, is not the only part of litigation that AI will both benefit and disrupt. E‑discovery platforms already make excellent use of non‑generative AI to collect, sort, and search documents, and will increasingly incorporate generative AI to summarize and analyze their content in written work product as the technology improves. AI‑enhanced imagery and digital analysis promises to enhance the quality of poorly recorded evidence.

Yet these tasks are also vulnerable to the “black box” nature of generative AI; that is, the inability of AI’s human interlocutors to fully understand and reproduce the methods through which it reaches its results. Indeed, AI data analysis and evidentiary enhancement is arguably more vulnerable to undetected error than AI assisted briefing and argument. Unlike with briefing and argument, where any AI-generated output can be easily checked against the federal reporter system and the text of the cases themselves, there is no settled and universally available reference point against which an adversary, court, or even the user itself can check an AI’s interpretation of controverted data or imagery in a specific case. And the amount of time and effort required to manually check the output against a full case record could largely defeat the time-saving purpose of AI.

Instead, the courts have moved slowly. Only a relative handful of courts and judges have adopted rules governing the use of AI. Most of these focus on the use of generative AI in research and writing, requiring attorneys to disclose whether they used AI in preparing court filings. Few apply to the use of AI processes more generally, and almost none outright ban the practice.

The courts are also far from consensus. A proposed rule requiring attorneys to disclose the use of generative AI in the Fifth Circuit Court of Appeals has sharply divided the legal community, with many public commenters doubting the need for newly crafted rules given the bar’s existing ethical obligations, and others suggesting that the rule did not go far enough.

In a reportedly first-of-its-kind decision issued in late March, meanwhile, a trial court judge in Washington state excluded seven AI-enhanced iPhone recordings from evidence. Applying the venerable standard of expert reliability set forth in Frye v. United States, the court reasoned that there is no scientific consensus yet on the reliability of AI-enhancement techniques. More pointedly, the court observed that the machine learning algorithms used to produce such images are “not reproducible” by forensic experts – an apparent allusion to the “black box” problem. While it is hard to fault the court’s reasoning given the current state of the art, applying Frye only postpones an eventual reckoning with that problem.

Earlier this month, the New York State Bar Association’s Task Force on Artificial Intelligence also weighed in with its long-awaited report on the legal, social, and ethical implications of AI. The Task Force identified many potential benefits and perils from the use of AI in litigation and provided ethical AI guidelines that practicing lawyers would do well to read in full. But it stopped short of proposing extensive new court rules and procedures, instead reaching the stark conclusion that “This report offers no ‘conclusions.’”

Finally, on April 19, the Advisory Committee on Evidence Rules – one of the five principal rule-making committees of the federal courts – met to consider one of the few concrete rule revisions currently on the table for regulating generative AI across the court system. That proposal would add a new provision to Federal Rule of Evidence 901(b) requiring the proponent of AI-generated evidence to authenticate such evidence by describing the software used to generate the evidence and showing that it produced “valid and reliable” results. The proposal would also add a new Rule 901(c) to address the problem of so‑called “deepfakes.” Under the new rule, a party may explicitly challenge electronic evidence by showing that it is “more likely than not” fabricated or altered, after which the proponent of the evidence would need to show that its probative value outweighs any likely prejudice in order to admit the item into evidence.

The eight-member panel of the Advisory Committee, which includes both well‑respected practicing attorneys and experienced trial and appellate judges, expressed considerable skepticism about those revisions. The panel especially doubted whether the proposals were yet necessary, given the court system’s existing toolkit for managing evidence and regulating the conduct of attorneys. Judge Richard Sullivan of the Second Circuit Court of Appeals summed up that view: "I'm not sure that this is the crisis that it's been painted as, and I'm not sure that judges don't have the tools already to deal with this.”

So while AI technology advances at breathtaking pace, the legal system – not exactly known as an early adopter of new technology – has continued to move slowly and cautiously in response, awaiting new developments rather than trying to anticipate them. But perhaps this posture is for the best. After all, as Justice Holmes famously put it: “The life of the law has not been logic; it has been experience.”

We here at Wilk Auslander continually stay abreast of new developments in AI technology and its applications in litigation. If you would like to further discuss the latest developments, please reach out to Natalie Shkolnik at (212) 981-2294, nshkolnik@wilkauslander.com or Michael Van Riper at (212) 421-2902, mvanriper@wilkauslander.com.

Click here to view the article on Law.com.

Click here to view a PDF of the article.

About Wilk Auslander

Wilk Auslander's business and complex commercial litigators focus relentlessly on achieving our clients' objectives as quickly and painlessly as possible. We have the flexibility and focus to help a wide range of high‑net‑worth individuals and businesses, regularly representing investment banks, private equity, publicly traded companies, and state‑owned enterprises in their most demanding disputes.

Courts Continue Grappling With Whether Cryptocurrencies Are Securities and Whether Digital Trading Platforms Are Liable for Securities Violations

09 Apr 2024

The first week of April was a busy one for crypto litigation with key developments in two closely watched cases in the Southern District of New York (SDNY) and the Second Circuit that directly confront two critical questions with respect to digital assets: (i) Is the sale of cryptocurrency tokens on a digital trading platform a securities transaction that is subject to U.S. federal securities laws and regulations? (ii) Can digital trading platforms be held liable for violations of securities laws in connection with cryptocurrency transactions? These recent cases and their tension with other cases show that the interplay of U.S. Securities laws and digital assets is still awash with uncertainty.

On April 5, 2024, in the SDNY case SEC v. Terraform Labs Pte Ltd.,a jury found the cryptocurrency issuer, Terraform Labs, and its creator, Do Kwon, civilly liable for securities fraud.¹ This verdict comes after the presiding judge, Judge Rakoff denied defendants’ motion to dismiss the case on July 31, 2023.² In denying the motion to dismiss and applying the longstanding Howey test to determine whether an asset is a security, Judge Rakoff, ruled that the SEC had adequately pleaded that the defendants had promoted its cryptocurrency token, LUNA, as a profitable investment and was thus offering and selling securities requiring registration under U.S. Securities laws.³ Judge Rakoff’s determination that Terraform’s token was a security resulted in the case going to trial and in a securities fraud verdict. Terraform (which sought bankruptcy protection following Judge Rakoff’s denial of the motion to dismiss),⁴ has stated that it will appeal Judge Rakoff’s determination that it had offered and sold unregistered securities. The critical question on that appeal will be whether Judge Rakoff’s decision that Terraform was engaged in securities transactions was correct.

The likely Terraform appeal sets up a showdown with another cryptocurrency token case in the SDNY, SEC v. Ripple Labs, Inc. In that case, Judge Torres issued a summary judgment ruling—just over two weeks before Judge Rakoff denied the motion to dismiss in Terraform—in which she held that certain of Ripple’s sales of its XRP tokens were not securities transactions subject to securities laws.⁵ While facts and the applicable standards (motion to dismiss vs. summary judgment) in the Terraform and Ripple cases differ in substantial ways, the fact remains that Judge Rakoff considered (and rejected) Judge Torres’ reasoning in the Ripple case in reaching the opposite conclusion in the Terraform case. Given that the SEC has already sought leave to file interlocutory appeal in the Ripple case (which was denied), it is only a matter of time until the Second Circuit has an opportunity to confront and resolve the incongruencies between the Terraform and Ripple rulings. Until then, companies issuing or selling crypto tokens face a substantial possibility that they will be required to comply with all applicable U.S. securities laws or face substantial liability like the defendants in Terraform.

Related to the question of whether cryptocurrency tokens are securities, is the question of who can be held liable for damages resulting from any potential securities violations involving cryptocurrency tokens. The most recent decision on that question is the Second Circuit’s April 5, 2024, unanimous summary order in Underwood v. Coinbase Global Inc. In Underwood, the three-judge panel reversed the district court and brought back to life a putative securities class action against the cryptocurrency trading platform Coinbase on the basis that plaintiffs had adequately pleaded that Coinbase—the digital trading platform, not the token issuer—had held title to the digital assets traded on its platform and was therefore subject to liability for securities violations.⁶

The Underwood ruling represents a significant development because it shows that not only can cryptocurrency issuers (like Terraform) be considered “sellers” of securities subject to securities regulations and liable for securities fraud, so too can secondary trading platforms like Coinbase in certain circumstances. If that conclusion is widely adopted by U.S. courts, legislators, and regulators, it will have serious implications for all secondary trading platforms who will be required to register as broker-dealers with the SEC and comply with securities regulations or risk civil (and potentially criminal) liability for securities violations.

The Underwood case is in tension with a different case from the SDNY that has also been appealed to the Second Circuit: Risley v. Universal Navigation Inc.⁷ In Risley, Plaintiffs filed a putative securities class action against a decentralized cryptocurrency trading platform and various of its investors alleging that they purchased fraudulent crypto tokens on the exchange. The court assumed without deciding (a growing trend in SDNY courts) that the cryptocurrency tokens in question were securities. The Court still dismissed Plaintiffs’ claims, however, because Plaintiffs could not identify who actually defrauded them, given the decentralized nature of the trading platform. In contrast to the Underwood holding, in Risley, the district court drew a stark line and held that the defendant trading platform and its investors cannot be held liable for simply creating or investing a trading platform that traders use to commit fraud.⁸ In this light, the Second Circuit’s forthcoming ruling in the Risley case will be very instructive, because regardless of the conclusion, it will undoubtedly reveal new contours on how courts will determine when a digital cryptocurrency trading platform can be held liable for securities violations.

While the regulation of digital assets in the United States remains a fast-evolving and competing patchwork of state and federal judicial, regulatory, and legislative initiatives, what is becoming very clear is that digital assets will be subject to increasing regulation at the federal level. It is also becoming increasingly clear that under any future regulatory/legislative/judicial regime, some substantial portion of participants in the digital asset ecosystem—whether issuers or exchanges—will be subject to securities regulations.

Stay tuned as we continue monitoring these cases and others and look out for our next article where we will delve more deeply into current legislative and regulatory initiatives and priorities in the digital asset space.

* * *

If you have any questions or would like to further discuss the legal developments in digital assets, please reach out to Natalie Shkolnik at (212) 981 2294, nshkolnik@wilkauslander.com or David Partida at (212) 981 2313, dpartida@wilkauslander.com.

[1] Verdict, SEC v. Terraform Labs Pte. Ltd., No. 1:23-cv-01346 (S.D.N.Y. July 31, 2023), ECF No. 229.

[2] Opinion and Order, SEC v. Terraform Labs Pte. Ltd., No. 1:23-cv-01346 (S.D.N.Y. July 31, 2023), ECF No. 51.

[3] Id. at pp. 40-41.

[4] Form 201, In re Terraform Labs Pte. Ltd., No. 24-10070 (D. Del. January 1, 2024), ECF No. 1.

[5] Opinion and Order, SEC v. Ripple Labs, Inc., No., 20-cv-10832 (S.D.N.Y. July 13, 2023), ECF No. 874.

[6] Summary Order, Underwood v. Coinbase Global Inc., No. 23-184 (2^nd Cir. April 5, 2024), ECF No. 110 at pp. 8-9.

[7] Id. 2023 WL 5609200 (S.D.N.Y August 29, 2023).

[8] Id. 2023 WL 5609200 at *11.