Gatlin Voelker

The Corporate Transparency Act (CTA), which took effect on January 1, 2024, represents a significant shift in the regulatory landscape of U.S. businesses. This legislation, aimed at thwarting financial crimes such as money laundering and tax evasion, mandates that companies operating within the U.S. disclose their beneficial owners. While the intent of the CTA is to enhance transparency and combat illicit financial activities, its implementation has sparked significant legal controversies, culminating in the landmark case of National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala. Mar. 1, 2024.). On behalf of the Department of the Treasury, the Justice Department filed a Notice of Appeal, on March 11, 2024, to the United States Court of Appeals for the Eleventh Circuit.  

The Core of the Corporate Transparency Act Controversy

In the case of National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala. Mar. 1, 2024.), the court ruled that the Corporate Transparency Act exceeded Congress’ authority under Article I of the Constitution and violated the First, Fourth, Fifth, Ninth, and Tenth Amendments. The CTA, which was aimed at preventing financial crimes by requiring most entities incorporated under State law to disclose personal stakeholder information to the Treasury Department, was challenged on the grounds that it intruded on areas traditionally left to the states, such as corporate formation. The court drew parallels with the Supreme Court’s decision in Bond v. United States, 564 U.S. 211 (2011), which held that federal law should not intrude on local criminal activity unless Congress has clearly indicated that the law should have such reach. The court found that the CTA converted a significant amount of traditionally local conduct into a matter for federal enforcement and involved a substantial extension of federal police resources.  On appeal, the government is likely to re-assert that the CTA falls within Congress’ power to regulate national security and foreign affairs, as well as interstate commerce. The Treasury had previously argued that Congress rationally concluded that the ability of certain legal entities to withhold beneficial ownership and applicant information, taken together, substantially affects interstate commerce. However, the court disagreed with this argument, stating that the act of forming a corporation is not an economic activity that might, through repetition elsewhere, substantially affect any sort of interstate commerce. The court also disagreed with the Treasury’s argument that the CTA was necessary and proper to carry out Congress’ foreign affairs powers.

Two colleagues discussing the Corporate Transparency Act

Immediate Implication for Businesses

Though the regulation was deemed unconstitutional, FinCEN, the federal agency responsible for collecting ownership and management data through Beneficial Owner Information (BOI) reports, has clarified that the court’s decision is limited to the plaintiffs involved in the lawsuit. Consequently, the requirement to submit the BOI report remains in effect, outlined in 31 C.F.R. § 1010.380. New businesses formed in 2024 are required to submit their BOI report to FinCEN within 90 days of their establishment. Thus, these new entities cannot delay their compliance in anticipation of the appeals process, which is not expected to conclude until at least the fall. For businesses established before 2024, the deadline to file is extended until January 1, 2025. Non-compliance with these requirements could lead to severe penalties, including substantial fines and potential imprisonment.  The current fines are $500 per day up to $10,000 and 2 years in prison.  It is conceivable that plaintiffs from various states might initiate further lawsuits challenging the CTA. For example, on March 26, 2024, the Small Business Association of Michigan and other plaintiffs filed a complaint in the United Sattes District Court for the Western District of Michigan challenging the CTA on a variety of constitutional grounds. Consequently, the definitive ruling on the CTA’s constitutionality will probably be issued by the U.S. Supreme Court, particularly if Congress fails to amend the act’s provisions to address constitutional concerns.


The case of National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala. Mar. 1, 2024.) provides a legal reference point for the implementation of the Corporate Transparency Act. With the appeal pending, businesses should remain vigilant and prepared to adjust their compliance strategies based on the final outcomes. As the legal battles continue, staying informed is crucial. We recommend consulting with legal experts and following updates on this case as they develop.   The simplest and safest solution is to go online and provide the basic information.  The link to fill out the form is  There is also a FAQ on the FinCEN website

The Corporate Transparency Act and Your Business

Do you need help navigating the implications of the Corporate Transparency Act for your business? Co-founder of Gatlin Voelker, Jack Gatlin, has years of experience providing counsel to business owners. If you are interested in discussing your matter with Jack, call (859) 781-9100.

As the prevalence of social media continues to grow in our everyday lives, it is easier than ever to be caught up in an online feud. Sometimes, these keyboard disputes can lead to serious conflicts in the courtroom. If you are accused of defamation, you need to know your rights and have an experienced lawyer on your side.

In Kentucky, a person can make a claim of defamation asserting that their public reputation has been tarnished. Specifically, to prevail, a party must prove: “(a) a false and defamatory statement concerning another; (b) an unprivileged publication to a third party; (c) fault amounting at least to negligence on the part of the publisher; and (d) either actionability of the statement irrespective of special harm or the existence of special harm caused by the publication.” Deane v. W. Ky. Univ., No. 2021-CA-0083-MR, 2022. Unpub. LEXIS 281 (Ky. Ct. App. 2022) citing Toler v. Süd-Chemie, Inc., 458 S.W.3d at 282 (Ky. 2015).

If a plaintiff can establish a claim of defamation, a defendant may pay significant financial damages.

Recognizing the need to provide defendants accused of defamation with additional protections, Kentucky’s General Assembly passed the Uniform Public Expression Protection Act (“UPEPA”) during the 2022 legislative session.

The UPEPA’s provisions apply to a cause of action asserted against a person based on the person’s:

“(a) Communication in a legislative, executive, judicial, administrative, or other governmental proceeding;

(b) Communication on an issue under consideration or review in a legislative, executive, judicial, administrative, or other governmental proceeding; or

(c) Exercise of the right of freedom of speech or of the press, the right to assemble or petition, or the right of association, as guaranteed by the United States Constitution or Kentucky Constitution, on a matter of public concern.”.

Most claims in which the UPEPA would provide protections against would fall under the third category of speech involving matters “of public concern”. The act defines a “matter of public concern” as “a statement or activity regarding: (a) A public official, public figure, or other person who has drawn substantial public attention due to the person’s official acts, fame, notoriety, or celebrity; (b) A matter of political, social, or other interest to the community; or (c) A subject of concern to the public;”.

If a defendant can demonstrate that the UPEPA applies to their speech, they will be afforded various protections such as a stay of discovery proceedings, expedited review, and a heightened standard of review.

attorney Sebastian Torres talks through a defamation law case with a colleague

Finding yourself or your business subjected to a defamation action can be a time-consuming and complex situation. The law related to speech is evolving every day in both legislatures and courts. Attorney Sebastian Torres has experience defending clients against defamation actions in Kentucky. If you are interested in discussing your matter with Sebastian, call Gatlin Voelker at (859) 781-9100.

Grandparents have a special relationship with their grandchildren. The Kentucky General Assembly recognized the importance of this relationship by codifying the right for Grandparents to seek visitation with their grandchildren in KRS 405.021 titled “Reasonable Visitation Rights to Grandparents.” The statute provides that Grandparents may petition the Circuit Court where the grandchild resides to request visitation rights.

However, this right is not immediate, and like most issues concerning child custody and visitation, the best interest of the child standard prevails. One may ask how is it not in the best interest of the child to not have a relationship with their grandparents who are ready and willing to provide their time and affection to the child, but Kentucky Courts have set forth specific standards to determine if granting visitation to a Grandparent is in the best interest of the child.

Grandparent holding child wondering about grandparents visitation rights in Kentucky

The factors relevant to determining whether grandparent visitation is in the child’s best interest despite such visitation being against the parent’s wishes include:

  1. the nature and stability of the relationship between the child and the grandparent seeking visitation;
  2. the amount of time the grandparent and child spent together;
  3. the potential detriments and benefits to the child from granting visitation;
  4. the effect granting visitation would have on the child’s relationship with the parents;
  5. the physical and emotional health of all the adults involved, parents and grandparents alike;
  6. the stability of the child’s living and schooling arrangements;
  7. the wishes and preferences of the child; and
  8. the motivation of the adults participating in the grandparent visitation proceedings. Morton v. Tipton, 569 S.W.3d 388, 395 (Ky. 2019).

Therefore, if you are considering petitioning for rights as a grandparent, you must look not only how you plan to cultivate a relationship with your grandchild, but also your previous relationship with said child.

Lastly, grandparents who have lost their own child, who was a parent to their grandchild are afforded additional rights under the statute. In these cases, there is a rebuttable presumption that visitation with the grandchild is in the best interest of the grandchild as long as the grandparent can prove a pre-existing significant and viable relationship with the child.

A viable relationship specifically requires a showing of one of the following:

  • the grandchild resided with the grandparent for six consecutive months,
  • the grandparent was the caregiver of the grandchild on a regular basis for six months,
  • the grandparent had frequent or regular contact with the child for twelve months,
  • or there are facts that show that the loss of the relationship would cause the grandchild harm.

Alexandria Kerns is experienced in fighting for grandparent visitation rights in Kentucky. If you are interested in discussing your matter with Alexandria, call Gatlin Voelker to set up a consultation today.

The plethora of discussions flooding the internet on non-disclosure agreements (NDA’S) in sexual harassment/sexual assault cases have led to some false assumptions. Let’s clear up some of them.  

First, what is an NDA?

  In some jobs, employment is contingent on signing an NDA up front, which prohibits an employee from publicly disparaging their employer. The concept of this type of NDA is problematic, mostly because it is unfair for the employer to make such an NDA a condition of employment. The employee does not freely agree to this NDA, and is usually not represented by counsel.   This article addresses the other type of NDA’s, the ones our firm most often comes across in the settlement of a discrimination case. Although it is generally understood that this type of NDA protects the employer from disparagement and from public knowledge of claims against them, NDA’s cannot prevent an employee from bringing claims of illegal conduct to certain government agencies, including the Equal Employment Opportunity Commission.   Not all NDA’s are alike, and the complexities range from a simple agreement that the victim not disclose the amount of a settlement, to a more complex mutual agreement that various involved parties not discuss any aspect of the facts underlying the victim’s claim. BREAKING THE MYTHS OF NDA’S _sexual harassment What is less understood about the NDA is that it often plays a very important role in protecting victims of harassment and their families, particularly where it helps them move on in their career, sparing them the embarrassment of disclosing the very private details of their harassment or assault.  It lets them accept a private settlement in an amount best for them, while allowing both parties to move forward without attacking each other for past behavior.   Our firm’s role is to always protect our client’s interests, and if they seek the protections of such an agreement, then we help compose the language of an NDA that works best for them.  

Breaking an NDA

  Given the complexities of the NDA’s protections, the recent posturing by various politicians that it would be “easy” for a company owner to “release” a victim from her NDA is simply not true. Also misguided are the various state legislators who have called for a total ban on NDA’s in sexual harassment cases.   First and foremost, the victim usually doesn’t want the release of an NDA that references any facts of their very private and usually embarrassing story of assault. Even if the NDA itself does not contain such details, the language it does contain would certainly raise a lot of personal questions about the details.   Moreover, putting a victim on the spot to publicly release an NDA is more than problematic to the victim for a myriad of other reasons. A victim may not want to share even the basic fact that they asserted a claim, or that they made a settlement with the company.  Certainly, it is their right to keep those facts private, not only from a new employer, but also from co-workers, friends, and sometimes even from their spouse and children. It is generally not something they would want the media, social media, and general public to learn. Significantly, at the time they entered the NDA, they know they made the very difficult choice of a confidential settlement rather than a public outing of the company’s illegal behavior. Having to be shamed for that difficult choice years later is not something they usually seek.   Lastly, even in the unusual circumstance where a victim does want to be released from an NDA, such “release” by the company can also be a challenging concept. Since the company’s Board, its Shareholders, and its Executives are all changeable over a term of several years, it may be impossible for that organization to obtain the permission of all the parties involved.   No one can really anticipate all the issues that may arise under such circumstances of the “release” of a victim from his or her NDA. It’s a bargain that was struck under the existing facts of the time, and a later public disclosure can make those facts difficult to explain or justify.  If a party willingly enters an NDA under circumstances of settlement, and is represented by competent counsel, it is difficult to justify “releasing” it years later.
People often assume that only those in the lower or middle rungs of a business or organization suffer discrimination, harassment and unfair treatment. However, even executives and people in jobs that require considerable education and skills can find themselves the victims of unfair and even illegal employment practices. Sometimes, no matter how accomplished or well-performing an employee is, all that some others can see is their gender, race, religion, nationality or other characteristics. That can make them the target of actions that can compromise their ability to do their job and limit their career and salary opportunities.

The former CFO was terminated after filing a salary complaint

Here in Kentucky, we’ve just seen a former University of Kentucky (UK) official awarded $1.75 million for wrongful termination. The man had been the chief financial officer (CFO) of UK HealthCare and Senior VP for Health Affairs. The former CFO, who is from Guatemala, worked for the university for eight years. During that time, he received numerous promotions. Eventually, he was earning nearly $480,000 a year. However, he said that his pay was lower than appropriate for his position — and lower than U.S.-born officials at the university. When he filed a complaint about his salary, he was terminated.

University reportedly offered him a $50,000 settlement

When he took legal action, his attorney says that UK offered to settle the case for just $50,000. The man, who now is at the University of Massachusetts, took his case to court and prevailed this month. It took less than an hour of deliberation after a three-day trial for a jury to decide to award him $1.75 million. A UK spokesperson responded by saying, “We respectfully disagree with the decision reached yesterday, but will need time to further review before making any substantive comment.” It can be easy to buy into excuses from an employer for why you are not being paid fairly. It can also be easy to be persuaded that you’re being paranoid for believing that the unfair treatment you’re receiving is because of who you are. That’s why if you believe that you’ve been wronged by an employer, it’s wise to seek legal guidance to determine whether you have a case.
On June 27, 2019, the Kentucky Pregnant Workers Act (“the Act”) took effect for the purpose of protecting all pregnant workers and ensuring they have equal access to safe working conditions. The Act, which amended the Kentucky Civil Rights Act, protects employees by extending existing protections against retaliation and employment discrimination to cover discrimination based on an employee’s pregnancy, childbirth, and other related medical conditions. Other related medical conditions include, but are not limited to, lactation or the need to express breast milk for a nursing child. What Are Reasonable Accommodations for Pregnancy? The most significant part of the Act is that it requires employers to provide reasonable accommodations to employees who are limited due to pregnancy, childbirth, and related medical conditions. An employer must provide these accommodations unless it would impose an undue hardship on the employer. The Act mandates this requirement on employers with 15 or more employees in the State of Kentucky, in each of 20 or more calendar weeks in the current or preceding calendar year.[1] The Act provided examples of what reasonable accommodations may include, such as: more frequent or longer breaks; time off to recover from childbirth; acquisition or modification of equipment; appropriate seating; temporary transfer to a less strenuous or less hazardous position; job restructuring; light duty; modified work schedule; and private space, other than a restroom, for expressing breast milk. However, there are exceptions to this rule for employers. The first exception to the Act is that it does not cover employers with fewer than 15 employees. Therefore, only employers with 15 or more employees are required to provide accommodations under the Act. Exceptions to Reasonable Accommodations for Pregnancy Additionally, there is a second exception for employers if they can prove that offering an accommodation imposes an “undue hardship” on the business. Factors that Courts consider when addressing whether an undue hardship exists include the duration of the requested accommodation and whether the employer has a policy or has provided similar accommodations to other employees. If the employer has provided a similar accommodation or if they have a policy stating that they do provide such accommodation, then a rebuttable presumption that the accommodation is reasonable and not unduly burdensome is created. In addition to the mandate to provide reasonable accommodations unless it creates an undue hardship, the statute requires employers to engage their employees in a timely, good faith, and interactive process to determine the best accommodation for the pregnant or lactating employee. Lastly, the Act bars employers from forcing an employee to take leave time if another reasonable accommodation can be made which allows the employee to continue to work. The mandate to provide reasonable accommodations is just one aspect of the Act. Employers must post a notice of the new law and provide written notice of an employee’s rights under the Act. These rights include all employee’s rights to be free from discrimination based on pregnancy, childbirth, or other related medical conditions and their right to be reasonably accommodated for such limitations. If you have more specific questions or concerns, contact an attorney for further advice on your potential claim. Our attorneys are always available to hear your story and answer any other questions you may have regarding what we know to be this very difficult time. Call our office at 859-781-9100 to speak with an attorney or to schedule an appointment. [1] Although the reasonable accommodation requirement applies to employers with a minimum of 15 employees, the Act did not change the definition of “employer” under the Kentucky Civil Rights Act. Therefore, employers with at least 8 employees must still abide by the Act’s anti-discrimination and retaliation provisions.