Tag: The Blacklist

BOI Reporting: Wellcome, Big Brother?


If you are a business owner and/or executive and you’ve used an online processor, like LegalZoom, to set up your corporate affairs; or outsource some of your in-house functions to a large service provider, like Paychex, for instance; or employ a fairly sizable CPA company to audit your books – it is most likely that these business partners of yours have notified you at some point last year that you are a subject to the new type of government reporting – the Beneficial Ownership Information (BOI), due for submission to Financial Crime Enforcement (FinCEN) bureau of the US Department of Treasury. 

The rest of the business owners – those without an exposure to large business and/or professional networks – especially the ones running those small, private, neighborhood companies we supposed to cherish as a backbone of the American economy…  Well, I don’t really know how they are meant to find out about this new reporting obligation. FinCEN promised to roll-out a whole awareness campaign with YouTube videos and stuff – but I personally haven’t seen anything like that being pushed at me. Maybe if you search for it, you’ll find something… But how would you know to look in the first place?

I personally discovered it via LegalZoom’s notification sent to an entrepreneur whose books I help to keep. She casually mentioned it to me – I somehow sensed it seriousness and looked into it. Mainly for the sake of the small business owners around me, but also out of the feeling of foreboding this bit of information gave me.

It turned out that FinCEN was formed in 1990 (Wow! The things that fly over our heads! Even if we are somewhat politically alert.) under the parentage of the Office of Terrorism and Financial Intelligence with an official purpose

“to combat domestic and international money laundering, terrorism financing, and other financial crimes”.

Naturally, it is a perfect agency to oversee the specific measures that have been formulated under the Corporate Transparency Act (CTA) signed into power by Congress in 2021 – the federal law pushed through under the banner of

“the government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures.”

                                                      fincen.gov, January 29th, 2024

(Again! What ordinary citizen paid attention to that piece of shocking legal maneuvering?!)

One such measure, formulated in March of 2023, is the BOI reporting. I don’t want bore my readers with every single rule and detail pertaining to this new corporate reporting duty. Just bear with me for a few important highlights I’m providing for those who didn’t dive into this issue yet. 

A Beneficial Owner is a person who directly or indirectly exercises substantial control over the reporting company or owns at least 25% of its interests. Now, all senior officers – specifically: President, CFO, General Counsel, CEO, and COO; anyone with an ability to appoint or remove officers or a majority of directors; anyone who is an “important decision-maker”; and anyone (listen to this catchall) who has “any other form of substantial control” are qualified as Beneficial Owners and must be reported as such to FinCEN.

There is an interesting caveat: if a person is not a senior officer, but, nevertheless, exercises significant control over the reporting company through her employment there, that person doesn’t need to be reported. I’m thinking: high-power controllers who value their privacy higher than the status, or simply don’t want to expose their personal info for open access, should stop vying for CFO positions (assuming, of course, the pay is satisfactory). 

Any and all corporations, LLCs, and other entities created through the filing of a document with a secretary of State or any other similar office in the US is obligated to report. I carefully studied the 23 exceptions and can vouch that I personally never dealt with an entity that would qualify for an exemption. Nevertheless, everyone who deals with corporate matters of their businesses/employers is encouraged to study the relevant material at BOI FAQ.

Anyone whom the reporting company authorizes  to act on its behalf may file the BOI report. And this authorized filer, whatever their relationship with the company may be, MUST submit her full name, email address, and phone number. 

The information the reporting company must submit about itself is: full legal name, any trade names (DBAs, etc.), current street address of the principal place of business (to be updated when changes), its jurisdiction of formation or registration, and TIN. The whole kit and caboodle.

For the beneficial owners the reportable data is as follows: name, DOB, residential address, and ID# – either US passport or state driver’s license – and the name of the latter’s jurisdiction. And guess what? The reported ID must be uploaded into the database! Some people may feel relieved that at least they are not demanding the SSN’s. But if you ask me: disclosing your picture ID and the place where you live! Seriously?

But get a load of this! In addition to the information on the entities, their beneficial owners, and those assigned to deal with this by their bosses, the financial crime fighters want to further collect the same info on the individuals they call “applicants” (starting with incorporating dates of January 1, 2024 and on), i.e. the individuals who directly file the documents that create or register the company and those who direct and control the filing. And that’s pretty much any intermediary agent whose services you may engage in the process: accountants, lawyers, formation services, even the messengers delivering the application packages into the hands of the clerks.     

FinCEN openly discloses that any Federal, State, local, and Tribe as well as “certain” foreign officials will be allowed the access to thus compiled database for activities broadly described as “related to national security, intelligence, and law enforcement.” No consents or even notices of the inquiries’ subjects are required. On the other hand, financial institutions need to obtain a reporting company’s agreement before being allowed to take a peek. But who in their right mind says “no” to a bank considering granting you a credit line, for example? Especially if it’s a small entrepreneurial business. Most eager CFO’s and CEO’s wouldn’t even bother asking who exactly will be looking.

The penalties for refusing or foregoing the BOI reporting include both civil and criminal repercussions: up to $500 per day of the violation, $10,000 fine, and up to 2 years of imprisonment.  

So, to summarize: millions and millions of Americans are now forced to make their personal information openly available for access by all and any domestic and international government entities as well as financial institutions, or risk criminal and civil prosecution. I absorbed all that, and I was like: Whoa! What?! George Orwell miscalculated his arrival by 40 years, for sure, but the Big Brother is definitely hear now – not in North Korea, Iran, Russia, China; but here in the United States of A as well as 30-something other “civilized” countries with similar regulations. Of course, I have to be objective about my reactions to such things: I was born and raised under the communist dictatorship of the Soviet Union. Therefore, I have a tendency of seeing things related to governmental interferences in darker lights than most American citizens. I mean, Terry Gilliam’s Brazil (1985) is the avant-garde realism to me, not a dystopian sci-fi as it’s conventionally classified.

Moreover, I’m a libertarian in my political convictions. Thus, personal and socio-economic freedoms are paramount to me. Even more painful for a small-business crusader like myself: Do we really need another negative consideration thrown at potential entrepreneurs considering going into business? It’s fucking depressing – at least to me…

But guess what? It turned out that I was not alone in my fears of the government’s infringing on our democracy. On March 1, 2024, the United States District Court for the Northern District of Alabama held the entire CTA, and BOI requirements in particular, unconstitutional. To the fundamental question of whether the Constitution gives Congress the power to regulate millions of entities and their stakeholders the moment they obtain their formal corporate status from the state, the Court has answered that not only there are no constitutional provisions supporting such excessive claims of power, but there are also no citable precedents or sufficient legal nexus.

For the time being, the Alabama Court’s decision protects from CTA’s enforcement only the specific plaintiffs who filed the claim. We can hope, however, that it will encourage other companies, individuals, civil rights lawyers, etc. in other states, to join the effort of protecting our corporate and individual privacy. Meanwhile, every entity incorporated before January 1, 2024 have to file before the deadline of January 1, 2025 and those incorporated during 2024 – within 90 days after the date of official creation by the state. Starting 2025, the reporting timeframe will be shortened to just 30 days.

Here comes the funny part, though: If you decide to bother yourself with episode 17 of the final (10th) season of The Blacklist, you will be able to see how utterly futile these government efforts are. The vast network the FBI special task force is trying to dismantle during that episode is engaged not only in establishing the fictitious corporate fronts to cover the diverse criminal enterprising, but also in creating flawless, unimpeachable false identities for the individuals – real or virtual – who qualify to be their “Beneficial Owners” under the CTA’s definitions.

I mean, it’s pretty clear to all of us, isn’t it? Those who want to stay hidden – will. Meanwhile, the rest of us will expose our identities to hell knows what kind of breaches and misuses. And if you think that that particular bit of The Blacklist fancy is as phantasmagorical as the rest of the show, we can agree to disagree: I thought it was the most realistic piece of plotting of the entire series. And I watched every single of the 218 episodes and liked quite a few of them too.                 

Quote of the Week: Amidst Silly Shenanigans “The Blacklist” Sometimes Hits the Truth on the Head


Reddington and Tuzik"They are… part of a global conspiracy; a shadow organization that spans across every continent and has for the last three decades; consisting of leaders in world governments and the private sector.  Some call this group the Cabal.  The world you live in is the world they want you to think you live in.  They start wars; create chaos; and, when it suits them, they resolve it.  Cabal members will move more money in the next quarter than the World Bank will in the next year.  Their alliance affects a sea of change in every aspects of human life.  The value and distribution of commodities, money, weapons, water, fuel, the food we eat to live, the information we rely on to tell us who we are."

                                                            The Blacklist, episode 2.22

                                           Written by  John Eisendrath and Jon Bokenkamp

The Frustrated CFO's Note (to explain the post's title): It's impossible for an intelligent person to take the action-packed storytelling about spies and secret agents at face value, even if the writers manage to sneak in ideas and opinions that resonate with one's own political, social, and world views, which frequently happens on The Blacklist.  The very basis of a good thriller about things that are "known only to a few" is that shit is mostly made up.  Luc Besson once said that La Femme Nikita and Leon: The Professional were as much sci-fi creations as The Fifth Element.  What pushed The Blacklist into the shenanigans territory for me was the recycling of the "unknowing daughter of the KGB agent-mother" plot turn.  I guess it's difficult for J.R. Orci to shake off the Alias baggage.        

Our Fluid Morality, or What Makes “The Blacklist” So Seductive


Not the most watched TV show in America (somehow it’s impossible for any series to compete with everyone’s guilty pleasure aka the NCIS franchise), The Blacklist, nevertheless, draws respectable numbers of viewers:  Between those who must watch every episode when it first airs (out of fear that they will be assaulted by the spoilers at the water coolers, no doubt) and those who are grateful for the opportunity to do things on their own schedule (i.e. DVRists and On-Demandists), about 16 million people watch every episode of the show within 3 days from its original airing (if you prefer accumulating new episodes and then watch them 6 at a time or you just binged on the entire first season on Netflix, you don’t count).  The episode that aired after the Super Bowl had a record of 30 million viewers.

Impressive!  Of course, the show’s creators keep hooking and reeling in the audience with secrets and vague hints about the main characters’ pasts, futures, connections and disconnects, the overall story arch, and the possible endgame.  Plus, it’s an action thriller, so there are plenty of twists and turns, car chases, shootings, tortures, and “suspenseful” misadventures in every case.  Except that we can get all that through so many other media outlets, don’t we?

There is no doubt in my mind that the main draw of the show is its chief protagonist – the former Navy officer (“he was groomed for admiral”), now one of the FBI Ten Most Wanted Fugitives, Raymond “Red” Reddington.  We know it and so are the designers of all printed-media ads.  And, some part of it may be attributed to James Spader‘s offbeat charm and subtlety, that almost shy smirk in the corners of his mouth, that hidden trauma deep inside his eyes (or to our memory of the charm and subtlety, the smirk, and the trauma as he finessed them as Graham Dalton).  But the real truth is that, James Spader or not, we LOVE the hard-core criminal, the ruthless, the calculating, the self-righteous, the snobbish know-it-all, the flawed, the mysterious hero that is Red Reddington.

Look, we live in bizarre, degenerative times of perpetual futility and failure, with dubious future prospects and shifting moral standards.  Everybody (and I mean, EVERYBODY) does illicit things, lies, steals, cheats, covets.

And I’m not even talking about big-time thieves (like corporate moguls) and liars (like politicians), arms and drug dealers, rapists and  molesters, or even that CFO who stole $7 million from his employer.  

I’m sure you, my reader, consider yourself a fairly decent person.  So, I invite you to examine just one day in your life and I guarantee you will find something that, strictly speaking, is not moral. 

Start small and “innocent”: half the time when you take a sick day off your aren’t sick at all, right?  Of course.  And what’s wrong with that?  As far as you know, everyone does it.  A man’s gotta do what a man’s gotta do… to survive: resumes, interviews, taxes, drugs, office supplies you bring home from your place of work, your expense account, that last drink you took before you got into the car, that little tryst with a hotty from marketing, 99% of the bullshit that comes out of your own and everyone else’s mouth, etc., etc. – just the basics of an average person’s somewhat moral existence. 

All that matters is how slick and seamless you are when you do it and whether you can get away with it.  As long as you don’t get caught, fired, kicked out of your house, or sued, you will continue doing what “everyone else does.” 

When we see wrongdoings we don’t speak up because we are afraid of the consequences; and we don’t express our opinions because we don’t want to be ostracized; we hide our own sins and look away from those of others.

But most of us are not sociopaths: while on the surface this behavior goes unpunished, our buried in bullshit subconscious is nevertheless secretly troubled.  As a result, we suffer from unexplainable fears, anxiety, and anger. 

Yep, we are very-very angry; you may even say wrathful  – pretty much at everyone and everything: our governments, generations of people who destroyed our planet and those fucks who still do, overpopulating nations and individual families, domestic animal abusers and wildlife killers, the dwindling quality and escalating prices, our bosses and subordinates, parents and children, spouses, boyfriends, girlfriends, exes, neighbors, customer services and customers, people who don’t think like us; every single motherfucker who takes advantage of us; everyone who we blame for who we are, including ourselves; our own cowardice and impotence. 

We are livid watching the worst sinners reaping life’s rewards and those untalented idiots who, by some fluke of fate or flourishing nepotism, are recognized as cultural icons.  Sometimes it overwhelms us to the point when we just want to grab people by their collars, lift them up, and smack them against the wall real hard. 

And in this condition of perpetual moral sacrifices, bewilderment at the state of things, intense disappointment, and the pent-up anger, how can we not be drawn to a morally flawed character, who confirms that the world is fucked and we are not crazy, that we are justified in feeling the way we do? 

Practically in every episode, he exposes every branch and every agency of every government as thoroughly corrupt and incapable.  He confirms that money and the corporations behind them rule the world and us; that a handful of people possess virtually unlimited powers and can destroy fates of nations by raising their hands in some treacherous vote.  And, given a chance, he will try to hurt those devils or at least to interfere with their evil plans. 

He walks into the most dangerous situation with a surety of an invincible superhero.  If it’s necessary, he coolly raises his hand with a gun in it and squeezes the trigger with an air of a vermin exterminator.  He will lie, scheme, and  take advantage of every opportunity to reach his goals.  On top of that, he prefers animals to humans!  

Even more impressive is his sober understanding of the faults and weaknesses of those to whom he is personally attached.  Just because he cares about them, it doesn’t mean that he has any illusions about who they are. 

We marvel at the way Reddington stands out against the background of powerless and defective schmucks, oh, so similar to us.  Cause (did you notice?), whether they are on the side of the “law” or on the criminal side, there are no good, honest, decent people in the show’s vast cast of characters – everyone is ethically deficient and either confused about their selfish motivations or knowingly hide them.  In contrast, Red’s immoral clarity is incredibly refreshing. 

To tell you the truth, I don’t think that the show’s creators had consciously cooked this up as a marketing ploy.  They are not different from us – just as ethically corrupt (maybe even more so) and anxious.  They simply follow their instincts and realize their dreams of justice through their fictional creations.  And by making these apparitions public they allow us to participate in the experience as well.  Such has been the prerogative of writers for over 4000 years.

What I do have to give the creators and producers credit for is the targeting of wide slices of viewing demographics.  First of all, they got the most relevant age groups covered: 20-somethings who like shows with hot FBI/CIA/Mossad chicks and ugly foreign dudes with big guns; 30-somethings still preoccupied with cool jobs, career advancements, and scarred-forever hearts; and middle-agers who fucked up their own lives and those kids’ futures to the irreversible point, yet still hope that they can “fix things.” 

Then they got the important interests groups: people of both genders who are interested in guns and explosives and those who are into politics; women who put their jobs ahead of everything else and those who still dream the American dream.  And they got nerds with cutting-edge tech stuff and conspiracy theories!  Plus, they keep uncovering domestic and world-wide social boils, thus appealing to people with at least some ability for progressive thinking.

Bravo!  They get them interested and then Red keeps them hooked.  Let’s just hope that the show-runners have an actual sense of direction and that they will not let the seductively successful character drown in some muddy bullshit.  Maybe James Spader’s new co-executive position that his reps negotiated for him after the first season’s success will prevent commonly destructive tendencies.

And look what happened: He just got the executive power and two episodes in the first half of the second season were directed by Andrew McCarthy.  Nepotism, of course, but still, honoring old ties, supporting old friends – it ranks pretty high on our contemporary degraded morality scale. All we need now is a guest appearance by Jon Cryer (now available after 12 seasons of Two and a Half Men) and Molly Ringwald as agent Keen’s presumably dead mother.  The Pretty Pinklist, anyone?                  

Quote of the Week: Red Reddington and The Frustrated CFO Concur in Defining the Key to Success


NBC_s-The-Blacklist-_Classified_-Trailer-on-Vimeo-5

The Frustrated CFO's preface:

I'm in the dental office, standing by the payment-processing counter with the endodontist.  We are waiting for one of the claim processors to estimate the out-of-pocket costs that will arise from the doctor's suggested course of action.  It's one of those full-service dental groups where they have all specialists, either on staff or itinerant.  This requires a matching number of assistants, plus administration – in other words, there are a lot of people around.  I'm here only for the second time.  Yet, I notice every person I've already met, "Hi, Vivien, how are you?"  "Hello, Christa."  (None of them wear name-tags or anything like that).  

The doctor asks, "How come you know everyone?"  Well, I don't know "everyone", but he seems like a nice guy, very pleasant, so I have an impulse for a wholehearted answer: "This is what I do.  If a person introduces him- or herself, I make an effort to remember the name.  Every time.  No matter who that person is – customer service representative on the phone, a salesperson in the store, a receptionist in whatever office, your dental assistant, people I meet in business gatherings.  If I have a chance, I immediately address that person by name.  …And that's how you succeed in life."

Well, my dear readers, "success" is a relative notion, of course – this rule is not going to make you billions, but, I promise you, it will definitely help in whatever your life's endeavors are.

One of the women sitting behind the counter, Hope the Office Manager, chimes in: "But I'm so bad with names!"  I just smile at her sweetly.  In my head I'm thinking, "And that makes you a terrible administrator."

Literally a couple of days later I'm watching the first season's finale of The Blacklist on demand.  Imagine my surprise at the perfectly timed like-mindedness when, about 15 minutes before the episode's end, Red Reddington bursts out the following tirade written for him by the series's writers (John Eisendrath et al.):

"I must say, I'm very good at finding people.  I've tracked enemies far and wide.  I once found a hedge fund manager hiding in the Amazon… on the banks of the Cuini River.  You know what the key to finding your enemies is?  Remembering everyone's name.  It's critical to my survival.  Anyone knows the head of some drag cartel in Columbia; some politician in Paris.  But I know their wives, girlfriends, children, their enemies, their friends.  I know their favorite bartender, their butcher…"