Briefs urge the 4th and 5th Circuits to affirm the years-long lawmaking process of the Corporate Transparency Act as a legitimate exercise of congressional authorities
Members first filed amicus brief defending the CTA in April 2024
Washington, DC – Senators Sheldon Whitehouse (D-RI), Ron Wyden (D-OR), Elizabeth Warren (D-MA), and Jack Reed (D-RI) and Representative Maxine Waters (D-CA) filed two amicus curiae —or “friend of the court”—briefs on the constitutionality of the bipartisan Corporate Transparency Act (CTA), the 2021 law considered the most important anti-money laundering law passed in two decades. The members filed briefs in Texas Top Cop Shop v. Bondi, a case at the U.S. Court of Appeals for the 5th Circuit, and Community Associations Institute v. Treasury, a case at the U.S. Court of Appeals for the 4th Circuit. In January 2025, the members filed a similar amicus brief in Firestone v. Yellen, a case at the U.S. Court of Appeals for the 9th Circuit. The members first filed an amicus brief defending the CTA in April 2024 in National Small Business United v. Yellen, a case at the U.S. Court of Appeals for the 11th Circuit.
The CTA plays an important role in protecting national security and public safety by providing law enforcement and national security officials with the names of the true owners (“beneficial ownership information”) of U.S. corporations and other legal entities. This information facilitates the government’s efforts to combat terrorist financing, money laundering, sanctions evasion, proliferation financing, tax evasion, and other illicit finance carried out through shell companies.
“Anonymous shell corporations harm the United States’ national security, foreign affairs, foreign and interstate commerce, and tax interests. Such shell companies often operate in multiple layers to hide their true owners and violations of key sanctions, money-laundering, and tax laws. Allowing illicit money to be hidden through corporate forms also undermines public safety and law enforcement efficacy on a national and international scale,” wrote the members.
Whitehouse was the original sponsor of the TITLE Act, the precursor to the Corporate Transparency Act, alongside Senator Chuck Grassley (R-IA). Wyden was the original Senate sponsor of the CTA alongside Senators Marco Rubio (R-FL) and Whitehouse. Waters, an original cosponsor of the CTA, shepherded the bill into law while serving as Chairwoman of the House Financial Services Committee. As influential members of the Senate Banking Committee, Reed and Warren played instrumental roles in shaping the legislation.
The CTA was the culmination of more than a decade of painstaking bipartisan congressional deliberation. The CTA passed as part of the FY2021 National Defense Authorization Act and was supported by a wide range of stakeholders, including national security experts, law enforcement, anti-corruption groups, human rights organizations, faith communities, financial institutions, real estate organizations, the U.S. Chamber of Commerce, labor unions, and the Trump Administration.
The lawmakers’ amicus briefs argue that Congress has robust Article I powers to legislate in the national security and foreign affairs, interstate and foreign commerce, and tax arenas and that the CTA falls comfortably within those authorities. In enacting the CTA, Congress carefully considered testimony, reports, and interests of various stakeholders, and held a large number of hearings across various committees and subcommittees over two decades. Based on this extensive record, Congress concluded that beneficial ownership information is necessary to enforce against threat actors who use shell companies to exploit the American financial system and launder their ill-gotten gains.
Kristen P. Miller, Robin F. Thurston, and Sarah R. Goetz of Democracy Forward Foundation are the counsel of record for the members of Congress on the briefs.
A PDF of the 4th Circuit brief is available here, and a PDF of the 5th Circuit brief is available here.
