Jill Radloff

Jill Radloff

Stinson Leonard Street

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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

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

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

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

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

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

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

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

Accredited Crowdfunding, Internet Advertising And General Solicitation

The SEC recently granted two accredited crowdfunding sites exemptions from the broker-dealer rules because the type of carried interest (or close equivalent) used to compensate the site is not transaction based compensation. ...more

4/5/2013 - Accredited Investors Advertising Broker-Dealer Crowdfunding General Solicitation Lamp Technologie Inc SEC

SEC Commissioner Gives Speech On Proxy Disclosure

SEC Commissioner Luis A. Aguilar recently gave a speech setting forth his views on proxy disclosure. Some of the more interesting points were...more

3/1/2013 - Board of Directors Compensation Committee Disclosure Requirements Diversity Dodd-Frank Proxy Statements Proxy Summaries Risk Management SEC

Hedge Funds And Private Equity Groups On SEC Examination Priority List

The Office of Compliance Inspections and Examinations, or OCIE, administers the SEC’s nationwide examination and inspection program. The National Examination Program, or NEP, has published its examination priorities to...more

2/25/2013 - AIFMD Asset Management Conflicts of Interest Dodd-Frank ETFs Hedge Funds Investment Adviser OCIE Portfolio Managers Private Equity Private Equity Funds SEC Sec Examination Priorities

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