USA – NEW YORK Trends and Developments Contributed by: Ejim Achi, Shaun Levor, Serena Shi and Alexander Mandel, Greenberg Traurig, LLP
York LLC Transparency Act compelled more localised diligence and structuring considerations in applicable transactions. Since the New York statute incorporates key Corporate Transparency Act concepts by refer - ence, subsequent developments narrowing the reach of the federal framework have had significant down - stream effects on the New York regime. Effective 1 January 2026, the Act applies in a limited way to non- exempt LLCs organised under New York law or formed under the law of a foreign country and authorised to do business in New York, and requires such entities to report certain beneficial ownership information to the New York Department of State within prescribed time - frames. Pre-existing in-scope entities generally have until the end of 2026 to make their initial filing, and newly authorised entities are expected to make the fil - ing within a 30-day window following the filing of their articles of organisation or application for authority to do business in New York. For deal counsel, this means that transactions involving entities with a New York formation or registration nexus require earlier attention to entity chart diligence, beneficial ownership analysis and authorisation-to-do-business questions as part of front-end deal planning. A Look Forward at 2026 and Another Year of Resilience: Geopolitical Uncertainty, Energy Costs, Trade Policy, Inflation Expectations and Robust Volume Geopolitical uncertainty and energy costs Coming into 2026, the prevailing expectation was that M&A activity would accelerate. A significant backlog of 2021-vintage investments are now moving towards the outer range of a typical private equity hold peri - od, and many market participants entered the year expecting that moderating inflation would support additional rate cuts and an even more accommodat - ing financing environment. Instead, the escalating conflict in the Middle East has introduced another layer of uncertainty into the trans - action environment. The concern extends beyond ordinary reluctance to deploy capital in assets with direct exposure to a conflict zone. A substantial share of global oil and petroleum liquids move through the Strait of Hormuz, one of the world’s most critical ener - gy chokepoints. Any sustained disruption or serious threat of disruption can have an outsized effect on
global energy pricing. Higher energy prices do not remain confined to oil and gas businesses; they rip - ple through manufacturing, transportation, logistics, packaging and virtually every energy-intensive or energy price-sensitive supply chain. For M&A, the consequence may be delayed exits, more extensive due diligence and more aggressive risk allocation for energy-intensive or energy price- sensitive assets. Businesses that were expected to command premium valuations in 2026 may come to market later than originally planned if sellers conclude that current conditions may not support the exit multi - ples they had underwritten. On the buy side, the cur - rent environment may facilitate arguments for more purchase price discipline, more earnouts, more seller notes and more non-pari passu rollover structures designed to bridge uncertainty and ensure that the seller continues to bear an appropriate share of valua - tion risk. The current environment is also likely to sup - port continued use of minority investments and struc - tured equity products. Where parties remain confident in the long-term prospects of a business but disagree on present valuation, minority investments, preferred equity and other hybrid structures can provide capital and partial liquidity without requiring an immediate full exit in uncertain market conditions. Trade policy uncertainty but risk-allocation clarity Trade policy is likely to remain an active source of deal complexity in 2026 even after the Supreme Court’s February 2026 invalidation of the administra - tion’s International Emergency Economic Powers Act (IEEPA)-based tariffs. That ruling was an important development, but it did not eliminate tariff uncertain - ty. New tariffs under alternative statutory bases were immediately announced, and yet more tariffs may be pursued under additional legal frameworks. Busi - nesses with material supply-chain exposure to tariffs will continue to require more granular underwriting, including a more precise understanding of sourcing alternatives, pricing power, contract pass-through rights and customs strategy. At the same time, the tariff litigation has produced useful clarity for M&A lawyers and their clients in one crucial respect: tariff refunds and similar contingent rights should not be left to implication. During periods
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