Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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OSHA Addresses Sarbanes-Oxley Whistleblower Releases

We have written about SEC enforcement actions related to severance and confidentiality agreements that restrict reporting matters to the SEC. OSHA has also issued guidance regarding settlement agreements with whistleblowers...more

9/26/2016 - Confidentiality Agreements Dodd-Frank OSHA Protected Activity Sarbanes-Oxley SEC Severance Agreements Whistleblowers

SDNY Awards Front Pay in Sarbanes-Oxley Whistleblower Retaliation Case

Perez v. Progenics Pharmaceuticals, Inc., involved a case where Plaintiff Perez drafted a memo to Progenics’ general counsel and his department head, accusing Progenics of committing fraud by publishing a false press release...more

9/22/2016 - Clinical Trials Corporate Counsel DOL False Press Release Front Pay Hiring & Firing Pharmaceutical Industry Prescription Drugs Reinstatement Retaliation Sarbanes-Oxley Termination Whistleblowers

SEC Suspends Regulation A+ Offering

In the first action of its kind, the SEC has temporarily suspended the Tier 2 Regulation A+ offering of Med-X, Inc. The $15 million continuous offering of common stock was qualified by the SEC on November 3, 2015. ...more

9/19/2016 - Annual Reports Financial Markets Financial Sector Public Offerings Publicly-Traded Companies Regulation A Required Forms SEC Tier 2 Offerings Trading Suspension

CFTC Chief Supports Extension of Swap Dealer De Minimis Exemption

Under current CFTC rules, market participants who exceed $8 billion in gross notional swap dealing activity over a twelve-month period are required to register with the CFTC as swap dealers during the phase-in period...more

9/19/2016 - CFTC De Minimus Quantity Exemption Dodd-Frank Financial Sector Registration Requirement Swap Dealers Swap Market Swaps Threshold Requirements Time Extensions

SEC Charges Private Equity Advisor with Conflicts for Law Firm Discounts

In a settled enforcement action, the SEC charged a private equity advisor, First Reserve Management, L.P., with conflicts of interest and other matters. First Reserve did not admit or deny the SEC’s findings....more

9/16/2016 - Conflicts of Interest Discounts Enforcement Actions Investment Adviser Investment Funds Legal Fees Private Equity SEC Securities Violations

Common Deficiencies Noted in Exams of Minnesota Registered Investment Advisers

The Minnesota Department of Commerce recently conducted a series of routine exams of investment adviser firms registered in Minnesota to analyze their compliance with certain regulations applicable to investment advisers. ...more

9/8/2016 - Dodd-Frank Fees Financial Sector Form ADV Industry Examinations Investment Adviser Investment Funds Invoices Registration Requirement Securities

SEC’s Use of Form PF in Examinations

The SEC has again published its annual report to Congress regarding how the SEC has used Form PF data. The section on enforcement and investigation describes the use of the data in SEC examinations....more

9/6/2016 - Books & Records Form PF Investment Adviser Private Funds SEC

CFTC Proposes to Amend Whistleblower Rules to Provide Anti-Retaliation Enforcement Authority

The CFTC has proposed amendments to its whistleblower rules that reinterpret its anti-retaliation authority and proposes appropriate rule amendments to implement that authority. When the CFTC initially adopted its...more

9/1/2016 - Anti-Retaliation Provisions CFTC Commodities Commodities Exchange Act Popular Retaliation Whistleblower Protection Policies Whistleblowers

SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings

The SEC has proposed rule and form amendments that would require registrants to include a hyperlink to exhibits in their filings. The proposed amendments would require registrants that file registration statements and...more

8/31/2016 - Filing Requirements Hyperlink Registration Requirement Regulation S-K SEC Securities

SEC Awards Culpable Whistleblower $22 Million

The SEC announced the award of more than $22 million to a whistleblower whose detailed tip and extensive assistance helped the agency halt a well-hidden fraud at the company where the whistleblower worked. The $22...more

8/31/2016 - Accounting Fraud Enforcement Actions Popular SEC Whistleblower Awards Whistleblowers

SEC Requests Comment on Corporate Governance, Management and Security Holder Matters

The SEC is requesting public comment on certain disclosure requirements in Regulation S-K relating to management, certain security holders, and corporate governance matters contained in Subpart 400. This request is part of...more

8/29/2016 - Corporate Governance Disclosure Requirements Dodd-Frank Executive Compensation Fixing America’s Surface Transportation Act (FAST Act) Regulation S-K SEC

GAO Says Companies Face Continuing Challenges in Determining Whether Their Conflict Minerals Benefit Armed Groups

GAO noted in a recent report that as a result of country-of-origin inquiries, an estimated 19 percent more companies that filed Form SD with the SEC reported that they knew or had reason to believe they knew the source of the...more

8/29/2016 - Conflict Mineral Rules Country of Origin Democratic Republic of Congo Due Diligence Form SD GAO SEC

SEC Updates Form ADV

The SEC has adopted final rules requiring investment advisers to provide additional information on Form ADV and other matters. The final rules: - require information about an investment adviser’s separately managed...more

8/25/2016 - Filing Requirements Final Rules Financial Sector Form ADV Investment Adviser Investment Advisers Act of 1940 Investment Management Registration Reporting Requirements SEC Umbrella Registration

SEC Busts Apollo for Disclosure and Supervisory Failures

The SEC charged four private equity fund advisers affiliated with Apollo Global Management for misleading fund investors about fees and a loan agreement and failing to supervise a senior partner who charged personal expenses...more

8/23/2016 - Enforcement Actions Fees Investment Adviser Investment Advisers Act of 1940 Loan Agreements Private Equity Funds SEC Securities Violations

FINRA Relaxes Rules for M&A and Private Placement Brokers

The SEC has approved a series of FINRA rules that are meant to simplify regulation of firms engaged as M&A brokers and those who conduct other limited activities. While the rules may be simpler, it still looks like a...more

8/19/2016 - Advisory Opinions Capital Raising Financial Sector FINRA Investment Adviser M&A Brokers Private Placements Registration Requirement Securities Securities Exchange Act

Secondary Trading in Regulation A+ Securities; $4.4 Million Committed by Investors Under Regulation Crowdfunding

In connection with the SEC meeting of the Advisory Committee on Small and Emerging Companies, the SEC posted a presentation which deals in part on secondary trading of Regulation A+ securities. Among other things, it includes...more

7/20/2016 - Capital Raising Crowdfunding Emerging Growth Companies FINRA Funding Portal Regulation A SEC Secondary Markets Securities

SEC Clarifies Relationship between HSR Investment Intent and 13D/G Status

The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G. The CDI poses...more

7/15/2016 - Beneficial Owner Corporate Governance Exemptions Filing Requirements Hart-Scott-Rodino Act Publicly-Traded Companies Reporting Requirements Schedule 13D SEC Shareholders

SEC Amends Rules for Administrative Proceedings

The SEC has approved a final rule amending its rules of practice for administrative proceedings. Among other things, the final rules would adjust the timing of administrative proceedings and give parties additional...more

7/14/2016 - Administrative Proceedings Depositions Disclosure Enforcement Actions Evidence Final Rules SEC Securities Litigation

First Inline XBRL Filing Made with SEC

Lennar Corporation became the first to make a filing using the SEC’s newly permitted Inline XBRL format in this Form 10-Q. The SEC permitted use of the new format in an order dated June 13, 2016. Inline XBRL requires...more

7/13/2016 - Disclosure Requirements Dodd-Frank Form 10-Q Publicly-Traded Companies SEC XBRL Filing Requirements

Typical SEC Comments on Merger Proxy Statements

A review of recent SEC comments on merger proxy statements indicates many of these comments were typical, and some are variations on a theme: Rule 14a-6(a) requires that the form of proxy be on file for ten calendar...more

7/11/2016 - Disclosure Requirements Dodd-Frank Mergers Proxy Statements Publicly-Traded Companies SEC Shareholders

Fix Crowdfunding Act and Venture Capital Bill Pass House

The Fix Crowdfunding Act (H.R. 4855) passed the House of Representatives by a vote of 394 to 4. It doesn’t look much like the original bill we reported on here. As passed by the House, the bill allows special purpose...more

7/6/2016 - Capital Raising Crowdfunding Exemptions Investment Company Act of 1940 Investment Funds JOBS Act Proposed Legislation Section 203 Startups Venture Capital

Successful Two-Step Tender Offer has the Same Revlon Cleansing Effect as a Stockholder Vote

The plaintiffs in In Re Volcano Corp. Stockholder Litigation were former public stockholders of a company that was acquired for $18 per share in an all-cash merger. Just five months prior, the target company had declined an...more

7/5/2016 - Breach of Duty Controlling Stockholders Delaware General Corporation Law Fiduciary Duty Merger Agreements Revlon Standard Shareholder Litigation Standard of Review Stocks

SEC Approves Nasdaq Golden Leash Disclosure Rule

The SEC has approved Nasdaq’s proposed Rule 5250(b)(3) regarding disclosure of so called golden leash arrangements. The Rule requires each listed company to publicly disclose the material terms of all agreements or...more

7/5/2016 - Corporate Governance Disclosure Requirements Executive Compensation Financial Markets Form 10-K Golden Leash Arrangements Nasdaq Proxy Statements Publicly-Traded Companies SEC Stock Exchange

Examples of Brexit Disclosures in SEC Filings

As Broc Romanek noted on the TheCorporateCounsel.net, a number of SEC filings discussing Brexit have been made. I have noted some of the disclosures below, focusing on those that have been made since the vote result was...more

6/30/2016 - Disclosure Requirements EU Form 10-K Form 10-Q Form 8-K Medtronic Member State Popular Publicly-Traded Companies Referendums UK UK Brexit

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