Jill Radloff

Jill Radloff

Stinson Leonard Street

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SEC Publishes 2015 Whistleblower Report

The SEC published its 2015 Annual Report on the Dodd-Frank Whistleblower Program. The report indicates the SEC received 3,923 tips in fiscal year 2015, compared to 3,620 tips in fiscal year 2014. From fiscal year 2012, the...more

11/23/2015 - Annual Reports Dodd-Frank Enforcement Actions SEC Whistleblowers

CFTC Makes Second Whistleblower Award

The U.S. Commodity Futures Trading Commission, or CFTC, announced that it will make an award of approximately $290,000 to a whistleblower for providing valuable information about violations of the Commodity Exchange Act....more

10/5/2015 - CEA CFTC Commodities Exchange Act Popular Whistleblower Awards Whistleblowers

SEC Charges Investment Adviser with Cybersecurity Violations

The SEC recently commenced a settled enforcement action against an investment adviser, R.T. Jones Capital Equities Management, Inc., for cybersecurity matters. Press reports indicate this is the first such case of its kind. ...more

9/24/2015 - Cyber Attacks Cyber Crimes Cyber Threats Cybersecurity Data Breach Data Protection Enforcement Actions Financial Institutions Investment Adviser Personally Identifiable Information Policy Violations SEC

ISS Commences 2016 Proxy Voting Policy Survey

ISS has commenced its 2016 proxy voting policy survey. Some of the issues ISS seeks comment on include: - Is it appropriate to use non-GAAP or adjusted GAAP metrics for compensation programs? - What types of equity...more

8/6/2015 - Equity Compensation GAAP ISS Net Operating Losses Non-GAAP Financial Measures Proxy Access Rule Proxy Voting Guidelines

SEC Seeking Comment on Possible Revisions to Audit Committee Disclosures

The SEC has issued a concept release to seek public comment regarding audit committee reporting requirements, with a focus on the audit committee’s reporting of its responsibilities with respect to its oversight of the...more

7/7/2015 - Audit Committee Compliance PCAOB SEC

MSRB Provides Guidance on Developing Supervision and Compliance Programs for Municipal Advisors

Rule G-44 of the Municipal Securities Rulemaking Board, or MSRB, became effective on April 23, 2015. That Rule establishes the supervisory and compliance obligations of municipal advisors. The MSRB has provided an...more

6/18/2015 - Compliance Financial Markets MSRB Municipal Securities Issuers Municipal Securities Market Regulatory Oversight Securities

Obligations Under Earn-Outs Are Limited to What the Words Say

The stockholders of Cyveillance, Inc., sold their company for $40 million up-front and a $40 million earn-out if the company’s revenues reached a certain level. Section 5.4 of the merger agreement prohibited the buyer from...more

4/27/2015 - Earn-Outs Merger Agreements Shareholders

MSRB Moves Foward Professional Qualification Standards For Municipal Advisors

The Municipal Securities Rulemaking Board, or MSRB, has received approval from the SEC to create baseline standards of professional qualification for municipal advisors. The new standards will be incorporated through...more

3/3/2015 - MSRB Municipal Advisers SEC

NYSE Proposes to Clarify Proxy Solicitation Mechanics

The NYSE proposes to amend Section 402.05 of the Listed Company Manual to clarify that listed companies soliciting proxy material through brokers or other entities must comply with SEC Rule 14a-13. Rule 14a-13 mandates...more

2/16/2015 - Brokers Proxy Materials Proxy Solicitations SEC

ISS Posts FAQs on Compensation Policies

ISS has posted new FAQs on U.S. compensation policies. There are 104 FAQs spanning 43 pages. Given their breadth, they are difficult to summarize. But they cover topics ranging from say-on-pay, pay-for-performance...more

2/11/2015 - Executive Compensation ISS Pay-for-Performance Say-on-Pay

AICPA Provides Guidance on Conflict Minerals Representation Letters

A standard part of every financial statement audit is providing the auditor a representation letter reaffirming certain assertions that are implicit in preparation of financial statements in accordance with GAAP. The AICPA...more

2/3/2015 - AICPA Audits Conflict Mineral Rules Financial Statements Form SD New Guidance Reporting Requirements

SEC Eases Terms for 5-Day Debt Tender Offers

The SEC recently provided no-action relief for five-day tender offers. The new no-action letter eases requirements in the following areas: - The tender offer must be open for five business days rather than a seven to...more

1/26/2015 - No-Action Letters SEC Securities Tender Offers

Proxy Access: More File to Exclude Proposals

Since our last update, the following public companies have submitted no-action letters to exclude shareholder proposals submitted by the New York City Pension Funds because the proposal will “directly conflict” with the...more

1/12/2015 - Chipotle Grill Dominos Exelon Generation No-Action Letters Pensions Proxy Access Rule Publicly-Traded Companies Shareholder Proposals Shareholders

SDNY Says Whistleblowers Must Report to the SEC

In Berman v. Neo@ogilvy LLC, the Unites States District Court for the Southern District of New York held an employee must report information to the SEC in order to qualify for the anti-retaliation protections afforded by the...more

12/30/2014 - Adverse Employment Action Dodd-Frank Employer Liability Issues Reporting Requirements Retaliation SEC Whistleblower Protection Policies

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


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 (TILA)

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

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