Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

Contact  |  View Bio  |  RSS

Latest Publications


Conflicts Minerals Quagmire to Continue as En Banc Rehearing Requested

Both the SEC, the loser in the most recent conflict minerals rehearing decision, and Amnesty International, an intervenor on the losing rehearing side, have asked for an en banc rehearing on the recent rehearing of the...more

10/5/2015 - Amnesty International Conflict Mineral Rules En Banc Review First Amendment SEC

SEC Tells Court It Will Implement Resource Extraction Rules in 270 Days

As previously noted, a Federal court held that the delay in implementing the resource extraction rules violated the Administrative Procedures Act. The court ordered the SEC to file with the court in 30 days an expedited...more

10/2/2015 - Administrative Procedure Act Compliance Final Rules Resource Extraction SEC

SEC Busts Overseas Social Media Fraud

A settled SEC enforcement action describes an alleged interesting social media fraud. Two defendants that reside in India were alleged to have been behind the fraud. According to the SEC the scheme was an online...more

10/1/2015 - Enforcement Actions Facebook Fraud Google India Investment Investors Offering Fraud Online Payments Public Offerings SEC Securities Fraud Social Media Social Networks Twitter Websites YouTube

Court Says There is no Private Cause of Action to Create an SEC Whistleblower Award

AgFeed Industries, Inc.’s accounting irregularities culminated in a March 2014 enforcement action brought against AgFeed by the SEC. The enforcement action yielded an $18 million disgorgement penalty, referred to as the...more

9/30/2015 - Cause of Action Accrual Commercial Bankruptcy Disgorgement Dodd-Frank Enforcement Actions Reorganizations SEC Whistleblower Awards Whistleblowers

New Volcker Rule FAQs: Market Making and CEO Certifications

Two new Volcker Rule FAQs have been issued. One FAQ addresses a bank’s market making activities. Amongst other things, the FAQ affirms that for purposes of meeting the final rule’s exemption for market-making, a...more

9/28/2015 - Banking Sector Banks CEOs Compliance Financial Institutions Financial Markets Financial Sector Issuers Publicly-Traded Companies Securities Act Securities Exchanges Trading Platforms Volcker Rule

CFTC Moves Against Bitcoin Transactions

In the space of just seven days, the CFTC has brought two enforcement actions regarding Bitcoin transactions. Coinflip, Inc. In the first action, the CFTC issued an order filing and simultaneously settling charges...more

9/25/2015 - Bitcoin Bitcoins CEA CFTC Commodities Commodities Exchange Act Cross-Border Transactions Financial Markets Financial Sector Global Market GMAC Swap Execution Facilities Trading Platforms Virtual Currency

Study Says SEC Inflates Enforcement Statistics

A recent study by Urska Velikonja, Emory University School of Law; University of Chicago – Law School, analyzes the enforcement statistics the SEC publishes. The abstract to the study reads as follows: “Every October, after...more

9/25/2015 - Civil Monetary Penalty Enforcement Actions Enforcement Statistics Financial Markets Financial Sector SEC Securities Fraud

SEC Seeks Respect for its In-House Court

SEC administrative proceedings have long been viewed as a one-sided rocket docket tilted toward giving the SEC every advantage possible. In response, the SEC has proposed amendments to its rules regarding administrative...more

9/25/2015 - Administrative Proceedings EDGAR Financial Markets Financial Sector SEC White Collar Crimes

Proxy Access: Round 2 Begins

Shareholder proponent James McRitchie, who was successful in persuading the SEC to reconsider its no-action position with Whole Foods on proxy access, has hinted at his intentions for the upcoming proxy season, or at least...more

9/24/2015 - No-Action Relief Proxy Access Rule Proxy Season Publicly-Traded Companies Qualcomm SEC Shareholders Whole Foods

Second Circuit Stays SEC Administrative Proceeding

Defendants continue to pound nails into what may be to be the SEC’s coffin that its administrative proceedings are unconstitutional. If the genie is out of the bottle it’s hard to tell what the far reaching implications...more

9/21/2015 - Administrative Proceedings Bebo v SEC Enforcement Actions Financial Markets Financial Sector SEC

Preliminary Planning for the 2016 Proxy Season

Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more

9/18/2015 - Clawbacks Conflict Mineral Rules Disclosure Requirements Equity Plans Hedging ISS Pay Ratio Pay-for-Performance Proxy Access Rule Proxy Season Publicly-Traded Companies Resource Extraction Say-on-Pay SEC Shareholder Proposals Shareholders Whole Foods

2nd Circuit Says Whistleblowers Don’t Have to Report to the SEC

In Berman v. NEO@OGILVY LLC, the Second Circuit held that a whistleblower does not have to report to the SEC to be afforded the anti-retaliation protections of the Dodd-Frank Act. The court discussed that legislative history...more

9/14/2015 - Anti-Retaliation Provisions Chevron Deference Dodd-Frank Reporting Requirements Retaliation SEC Whistleblowers

SEC Brings Another Enforcement Action For Failure to Disclose Perks

MusclePharm Corporation, or MSLP, and certain related parties recently settled an SEC enforcement action which included charges related to non-disclosure of certain perks. The SEC alleged from 2010 through July 2014, MSLP...more

9/9/2015 - C-Suite Executives Compliance Enforcement Actions False Reporting Form 10-K Form S-1 Non-Discrimination Rules Proxy Statements SEC

Can You be Regulated by the CFPB?

The Consumer Financial Protection Bureau, or CFPB, was created to enforce various consumer finance laws like the Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, Home Mortgage...more

9/9/2015 - Banking Sector Banks CFPB Consumer Financial Products Consumer Lenders Creditors Debt Collectors Depository Institutions Financial Sector Financial Services Industry Loans Regulatory Oversight Residential Real Estate Market

NYSE Expands Rules Related to Pre-Market Notification of Material News, Trading Halts and News Releases After Market Close

The NYSE has filed a proposed rule change that is immediately effective. The NYSE proposes to amend Section 202.06 of the Listed Company Manual to: - expand the pre-market hours during which listed companies are required...more

9/4/2015 - Compliance Financial Markets Financial Sector Foreign Exchanges Investment Investors Listing Standards Nasdaq NYSE Publicly-Traded Companies Release of Information Request For Information Stocks Trading Platforms

Court Orders SEC to Implement Resource Extraction Rule

To review: On July 2, 2013, the United States District Court for the District of Columbia vacated the SEC’s resource extraction rules which were mandated by the Dodd-Frank Act. Oxfam America then brought a suit against the...more

9/3/2015 - Administrative Procedure Act Compliance Disclosure Requirements Dodd-Frank Natural Resources Resource Extraction SEC

44 Senators Ask SEC to Require Disclosure of Political Contributions

In this letter 44 senators called on SEC Chair Mary Jo White to act on a rulemaking petition that would require companies to disclose their political spending. The letter was referring to Petition for Rulemaking, File No....more

9/1/2015 - Campaign Contributions Campaign Spending Limits Disclosure Requirements Investors Petition for Rulemaking Political Campaigns Political Contributions SEC Shareholders

States File First Brief in Regulation A+ Challenge

Montana and Massachusetts have filed their first brief in their Regulation A+ challenge. They are not happy because Tier 2 offerings under Regulation A+ preempt state review of the offering. Under the text of the rule Tier 2...more

8/28/2015 - Chevron Deference Financial Markets Financial Sector Investors JOBS Act Preemption Qualified Purchaser Regulation A Regulation D SEC Securities Act Tier 2 Offerings Title IV

Court Examines Disclosure Duties in Consent Solicitaion Removing Directors

In Kerbawy v. McDonnell, the Delaware Court of Chancery affirmed the validity of a solicitation of written consents that removed certain directors and appointed new directors. A key theme of the opinion is that stockholders...more

8/27/2015 - Board of Directors Controlling Stockholders Declaratory Judgments Directors Disclosure Former Directors Solicitation Stockholder Agreements Written Consent

Conflict Minerals Rule Still Unconstitutional After Rehearing

The United States Court of Appeals for the District of Columbia issued its decision on the conflict minerals rule after a rehearing. In National Association of Manufacturers, et al, v. SEC, the Court adhered to its original...more

8/19/2015 - Conflict Mineral Rules First Amendment NAM SEC

Court Reviews Validity of Escrow Claims

Gore, et al., v. Al Jazeera America Holdings I, Inc. emphasizes not only the necessity to carefully draft indemnification claim provisions in merger agreements but the need to carefully draft indemnification claims as well....more

8/14/2015 - Compliance Escrow Accounts Indemnification Merger Agreements

SDNY Enjoins SEC Administrative Proceeding

In Duka v. SEC, the District Court for the Southern District of New York entered a preliminary injunction to enjoin an SEC administrative proceeding because the proceeding is “likely unconstitutional.” The court gave the same...more

8/13/2015 - ALJ Appointments Clause DOJ Preliminary Injunctions SEC

Update on Proxy Puts

Strike suits against public companies for “dead hand proxy put” provisions in credit agreements have recently attracted a lot of attention. A “dead hand proxy put” provides for the acceleration of amounts outstanding under a...more

8/13/2015 - Attorney's Fees Credit Agreements MGM Proxy Put Publicly-Traded Companies SEC Settlement

SEC Adopts Final Pay Ratio Rule

The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more

8/10/2015 - Compliance Disclosure Requirements Dodd-Frank Emerging Growth Companies Executive Compensation Final Rules Foreign Private Issuers Form 10-K Item 402 Pay Ratio Proxy Statements Regulation S-K SEC

SEC Explains How to Form a Pre-Existing Relationship Using the Internet; New CDI’s Issued

The SEC granted no-action relief to Citizen VC, Inc. which appears to state, although subject to facts and circumstances, a pre-existing relation can be formed with a person that first contacts a seller of securities over the...more

8/7/2015 - Accredited Investors Compliance Emerging Growth Companies Financial Markets Internet Investment Investment Management No-Action Relief Online Platforms Regulation D Rule 506 Offerings Rule 506(c) SEC Section 502 Securities Act Venture Capital

427 Results
View per page
Page: of 18

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.