Jill Radloff

Jill Radloff

Stinson Leonard Street

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SEC to Commence Examinations of Municipal Advisors

SEC rules that took effect on July 1, 2014 generally require municipal advisors to register with the SEC through the SEC’s EDGAR system under the final registration process during a four-month phase-in period by October 31,...more

8/21/2014 - EDGAR FINRA MSRB Municipal Advisers Registration SEC

Loan Officers Say ATR/QM Rules Make Mortgage Approvals More Difficult

Around 34% of all loan officers responding to a Fed survey indicated the CFPB’s Ability-to-Repay and Qualified Mortgage Standards under the Truth in Lending Act (the ATR/QM rule) makes it more difficult to get conforming...more

8/7/2014 - Ability-to-Repay Banking Sector Banks CFPB FHFA Mortgages Qualified Mortgage Rule Truth in Lending Act

Conflict Minerals: SEC Position on Non-Metallic Forms of Tin

Shortly before the filing deadline for the first conflict minerals filings on Form SD, it became known that the SEC believed non-metallic forms of tin are not conflict minerals because non-metallic forms of tin are...more

7/16/2014 - Compliance Conflict Mineral Rules Form SD SEC

CFPB Clarifies Heirs, Divorcees and Estate Planning Transferees Are Not Subject to Ability-to-Repay Rules

The CFPB issued an interpretive rule to clarify that when a borrower dies, the name of the borrower’s heir generally may be added to the mortgage without triggering the Bureau’s Ability-to-Repay rule. This clarification will...more

7/11/2014 - Ability-to-Repay CFPB Divorce Estate Planning Loans

Dodd-Frank Whistleblower Protections Do Not Apply to Banking Laws

The United States District Court for the Eastern District of Wisconsin refused to allow a plaintiff to amend his complaint where the plaintiff claimed he was terminated because he complained internally and to the FTC and the...more

6/18/2014 - Dodd-Frank FDIC FTC Whistleblower Protection Policies Whistleblowers

Congress and Industry Want Resource Extraction Rules Finalized

In 2013 the United States District Court for the District of Columbia vacated the SEC resource extraction disclosure rules that were mandated by Section 1504 of the Dodd-Frank Act. Fifty-eight Democratic lawmakers have...more

6/16/2014 - Disclosure Requirements Dodd-Frank Natural Gas Natural Resources Oil & Gas Resource Extraction Rulemaking Process SEC Section 1504

Shareholder Lawsuit About Compensation Plan Derails Annual Meeting

Plaintiffs claim the company, a Delaware corporation, did not count abstentions as “no” votes when the most recent increase in the share reserve was put to the shareholders at a special meeting in February 2013, which as an...more

6/9/2014 - Abstention Annual Meeting SEC Shareholder Litigation Shareholder Votes Shareholders Stockholders' Meetings

SEC Discusses Troubling Private Equity Practices

Andrew J. Bowden, Director, SEC Office of Compliance Inspections and Examinations, gave a talk where he discussed troubling practices identified in examinations of private equity advisers. Some of these include...more

5/12/2014 - Disclosure Requirements Fees Investment Adviser Private Equity SEC

SEC Reminds Investment Advisers To Review Compliance Policies Annually

Norm Champ, Director, SEC Division of Investment Management, recently gave a speech where he reminded investment advisers to review compliance policies annually as required by SEC rules....more

5/5/2014 - Compliance SEC

Dodd-Frank Whistleblower Claims Subject To Arbitration, Key Distinctions Between Dodd-Frank And Sarbanes-Oxley Whistleblower...

Two recent U.S. District Court decisions hold that whistleblower claims under the Dodd-Frank Act are subject to arbitration under an appropriate pre-dispute arbitration agreement. In addition, the first of these decisions...more

5/1/2014 - Arbitration Dodd-Frank Sarbanes-Oxley Whistleblowers

Ignore The First Conflict Minerals Filing

Securities lawyers eagerly await the first (or the first few) new filings required by law to learn (and of course copy) from them. So the first conflict minerals filing to hit Edgar last week was eagerly anticipated, and...more

4/28/2014 - Conflict Mineral Rules Filing Deadlines SEC

SEC Announcements On Confidential Treatment Requests And Glossy Annual Reports

The SEC Division of Corporation Finance has recently posted two Division Announcements - - As of April 9, 2014, in cases where the SEC staff has determined to grant a request for confidential treatment without...more

4/21/2014 - Confidential Information EDGAR Electronically Posted Documents SEC

SEC Lays Out Road Map On Disclosure Reform

Keith F. Higgins, Director, SEC Division of Corporation Finance, recently laid out the SEC staff’s approach to the much discussed disclosure reform initiative. Highlights are as follows...more

4/16/2014 - Disclosure Disclosure Requirements Regulation S-X SEC

PCAOB Member Disputes Audit Firms’ Tales

Jeanette M. Franzel, PCAOB Board Member, recently gave her views on the PCAOB’s requirements. Ms. Franzel noted the PCAOB has heard that in response to some recent changes, some issuers have expressed concerns about the...more

4/1/2014 - Audits Financial Reporting Internal Controls PCAOB

AICPA Describes Audit Procedures For Conflict Minerals Audit

The AICPA has issued additional guidance regarding the independent private-sector audit, or IPSA, which is required in some circumstances under the conflicts minerals rules. (Note that AICPA’s guidance is only applicable to...more

1/20/2014 - AICPA Audits Conflict Mineral Rules Disclosure Requirements Due Diligence GAO

SEC Exam Priorities Include Newly Registered Hedge Fund And Private Equity Advisors

The SEC has announced its examination priorities for 2014, which cover a wide range of issues at financial institutions, including investment advisers and investment companies, broker-dealers, clearing agencies, exchanges and...more

1/13/2014 - Compliance Dodd-Frank Hedge Funds Private Equity SEC

CFPB Issues Report To Congress

The CFPB has issued a report pursuant to Section 1017(e)(4) of the Dodd-Frank Act to the Committees on Appropriations of the United States Senate and House of Representatives. The report covers the time period from August 1,...more

1/6/2014 - CFPB Dodd-Frank

Summary Of Proposed Amendments To Regulation A

On December 18, 2013, the SEC published its proposal to modify Regulation A. The SEC is proposing to expand Regulation A into two tiers: Tier 1, for offerings of up to $5 million; and Tier 2, for offerings of up to $50...more

12/31/2013 - Debt Securities Dodd-Frank Eligibility Equity Securities Exemptions Offerings Private Equity Private Offerings Regulation A Reporting Requirements SEC Startups

Nasdaq Proposes Changes To Compensation Committee Independence Requirements

When implementing SEC Exchange Act Rule 10C-1 regarding the independence of compensation committee members, Nasdaq adopted a prohibition on the receipt of compensatory fees by compensation committee members, which is the same...more

12/3/2013 - Compensation Committee Compliance Corporate Counsel Corporate Governance Nasdaq SEC

D&O Questionnaire Update Forms For 2014

The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more

12/2/2013 - Bad Actors Board of Directors Corporate Officers Directors Disclosure Requirements Proxy Statements Rule 506 Offerings SEC

The Meaning Of “DRC Conflict Undeterminable”

Some issuers who are required to progress far enough down the conflict minerals decision tree may be unable, after performing due diligence, to determine whether conflict minerals in relevant products financed or benefitted...more

11/25/2013 - Conflict Mineral Rules Mining Natural Resources

Preventing Exchange Act Reporting Obligations After The JOBS Act

In General - Growing companies need to be aware of the requirements of Section 12(g) of the Exchange Act. If the thresholds of Section 12(g) are crossed, which look principally to the number of shareholders, the...more

11/18/2013 - Crowdfunding Employee Benefits JOBS Act Reporting Requirements SEC Securities Exchange Act

Hedge Fund Administrator Enters Into First Individual Deferred Prosecution Agreement With SEC

The SEC announced a deferred prosecution agreement, or DPA, with a former hedge fund administrator who helped the agency take action against a hedge fund manager who allegedly stole investor assets. According to the SEC’s...more

11/13/2013 - Compliance Deferred Prosecution Agreements Enforcement Actions Hedge Funds SEC

Court Finds Dodd-Frank Does Not Apply To Foreign Whistleblowers

The United States District Court for the Southern District of New York recently dismissed a case with prejudice by an employee whistleblower that lived in Taiwan. The court stated there is no evidence that Congress intended...more

10/28/2013 - Anti-Retaliation Provisions Dodd-Frank Foreign Nationals Retaliation Whistleblowers

PCAOB Adopts Standards For Broker-Dealer Audits

The Public Company Accounting Oversight Board, or PCAOB, adopted two attestation standards pertaining to audits of brokers and dealers. The PCAOB also adopted an auditing standard applicable when auditors are engaged to...more

10/14/2013 - Audits Broker-Dealer PCAOB SEC

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