Jill Radloff

Jill Radloff

Stinson Leonard Street

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Court of Chancery Speaks to Exclusivity Agreements in Public Company Acquisitions

You reach the point in the sale of almost every public company where the buyer wants an exclusivity agreement. Lawyers representing the target wring their hands about the effect of an exclusivity agreement and the effect of...more

12/16/2014 - Exclusive Dealing Agreements Publicly-Traded Companies Target Company

SEC Describes Profiles of Successful Whistleblowers

In its 2014 Report to Congress on the Dodd-Frank Whistleblower Program, the SEC described the profile of successful whistleblowers. Because the SEC must keep the identity of whistleblowers confidential, it can only describe...more

11/19/2014 - Dodd-Frank SEC Whistleblowers

GAO Says CFPB Needs to Improve Data Privacy and Security

To fulfill its statutory responsibilities, the CFPB collects large amounts of consumer financial data on credit card accounts, mortgage loans, and other products through one-time or ongoing collections. While the CFPB has...more

9/26/2014

SEC Charges Private Equity Sponsor for Misallocation of Expenses on Integrated Portfolio Companies

The SEC charged a private equity sponsor with breaching its fiduciary duty to a pair of private equity funds by sharing expenses between a company in one’s portfolio and a company in the other’s portfolio in a manner that...more

9/23/2014 - Breach of Duty Fiduciary Duty Misallocation of Funds Neither Admit Nor Deny Settlements Private Equity SEC

SEC Charges Investment Adviser for Misleading Performance Advertising

In a settled action, the SEC charged an investment adviser for false advertising and its chief compliance officer on related matters. The defendants did not admit or deny the charges....more

9/22/2014 - Chief Compliance Officers False Advertising Investment Adviser Investment Advisers Act of 1940 Neither Admit Nor Deny Settlements SEC Settlement

Whistleblowers Fight Over SEC Award

It was predictable someone would submit a phony whistleblower claim, and I suppose it was predictable there would be a fight over an actual award, like co-workers diving for a share of proceeds from an office pool lottery...more

9/5/2014 - SEC Whistleblower Awards Whistleblowers

FASB Revises Going Concern Evaluations and Disclosure

Generally accepted accounting principles, or GAAP, presumes continuation of a reporting entity as a going concern as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent....more

8/29/2014 - FASB Financial Accounting Financial Statements GAAP Liquidation

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

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