Jill Radloff

Jill Radloff

Stinson Leonard Street

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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

SEC Enforcement Doubts Accounting Fraud Has Dropped And What It Is Doing About It

Andrew Ceresney, SEC Co-Director of the Division of Enforcement, recently gave a talk on financial reporting and accounting fraud. Mr. Ceresney reviewed statistics showing declines in restatements and accounting fraud cases....more

10/1/2013 - Accounting Fraud Enforcement Financial Reporting Sarbanes-Oxley SEC

Mary Jo White On Criteria For Seeking Admissions Of Wrongdoing And Enforcement Priorities

In a recent speech, SEC Chair Mary Jo White spoke to the types of cases where admissions of wrongdoing might be appropriate. According to Chair White, candidates potentially requiring admissions include...more

9/27/2013 - Admissions Enforcement Mary Jo White SEC Strategic Enforcement Plan

Group Identifies Conflict Minerals Report Expectations

The Responsible Sourcing Network has released a paper, the goal of which is to describe the content that certain sustainable and responsible investors, or SRIs, and nongovernmental organizations, or NGOs, expect to see in an...more

9/9/2013 - Conflict Mineral Rules Minerals Natural Resources NGOs Supply Chain

SEC Updated Form PF FAQs

The SEC has updated its frequently asked questions on Form PF. ...more

8/12/2013 - Form PF SEC

SEC Staff Report Relating To The Use Of Data Collected From Form PF

The Dodd-Frank Act provided the SEC with new authority, and directed it to use this authority to require registered investment advisers to maintain records and file reports regarding the hedge funds, private equity funds and...more

8/2/2013 - Data Collection Dodd-Frank Form PF Hedge Funds Investment Adviser IOSCO Private Equity Private Investment Funds SEC

GAO Completes Report On Accredited Investor Standard

GAO has completed a report mandated by the Dodd-Frank Act on the accredited investor standard. ...more

7/29/2013 - Accredited Investors Dodd-Frank GAO SEC

GAO Study Finds Problems With Conflict Free Minerals Sourcing

The Government Accountability Office, or GAO, has published a study highlighting some issues with conflict-free minerals sourcing. ...more

7/19/2013 - Conflict Mineral Rules Due Diligence GAO Minerals Natural Resources Resource Extraction

SEC Commissioner Speaks To Role Of Proxy Advisory Firms

SEC Commissioner Daniel M. Gallagher recently gave a speech to the National Conference of the Society of Corporate Secretaries & Governance Professionals....more

7/15/2013 - Investment Advisers Act of 1940 Proxy Advisors SEC

Whistleblower Law Firm Complains To SEC

Two partners from a self-described law firm that specializes in the representation of whistleblowers have sent a letter to the SEC Commissioners complaining about the use of severance agreements to prevent employees from...more

5/20/2013 - SEC Severance Agreements Whistleblowers

8-K’s Announcing Reg FD Social Media Channels Begin; NYSE Weighs In

The SEC opened the barn doors on use of social media, or merely reaffirmed existing guidance, depending on your point of view, in a recent Section 21(a) report....more

4/19/2013 - Facebook Netflix NYSE Regulation FD SEC Social Media

Court Dismisses Another Say-On-Pay Disclosure Case

The District Court for the Northeastern District of Illinois recently granted a Rule 12(b)(6) motion to dismiss an action styled Noble v. AAR Corp. The plaintiff alleged that the company failed to provide adequate...more

4/9/2013 - Disclosure Requirements Dodd-Frank Federal Rule 12(b)(6) Regulation S-K Say-on-Pay Symantec

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