Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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CFTC Grants Family Offices Relief From Registration as Commodity Trading Advisors

The CFTC previously granted family offices no-action relief from registration as commodity pool operators. That letter did not provide an exemption from registration as a commodity trading advisor. However, the CFTC has...more

11/26/2014 - CFTC CPOs Family Offices Investment Adviser No-Action Letters No-Action Relief Registration

CFPB Takes Action Against ‘Buy-Here, Pay-Here’ Auto Dealer

The CFPB took its first action against a “buy-here, pay-here” car dealer. The CFPB alleged that the dealer, DriveTime, harmed consumers by making harassing debt collection calls and providing inaccurate credit information...more

11/21/2014 - Automotive Industry Automotive Loans Car Dealerships CFPB Debt Collection DriveTime Enforcement Actions FDCPA

Do I Need to Update My D&O Questionnaire for 2015?

One of the most frequent questions we get this time of year is issuers asking whether there are any needed updates to director and officer questionnaires. Necessary modifications are usually driven by changes to stock...more

11/20/2014 - Corporate Governance Corporate Officers Directors Disclosure Requirements Issuers SEC

Panel to Rehear Conflict Minerals Case

The United States Court of Appeals for the District of Columbia has granted the petition for a panel rehearing (as opposed to an en banc rehearing) in the conflict minerals case. The court asked the parties to file briefs...more

11/19/2014 - American Meat Institute Amnesty International Appeals Conflict Mineral Rules Department of Agriculture Disclosure Requirements First Amendment SEC Statement of Facts

Revealing Whistleblower’s Identity is Retaliation

The United States Court of Appeals for the Fifth Circuit held that revealing a whistleblower’s identity is prohibited retaliation under the Sarbanes-Oxley Act in Halliburton, Inc. v. Administrative Review Board, United States...more

11/17/2014 - Adverse Employment Action Appeals DOL Halliburton Retaliation Sarbanes-Oxley Whistleblowers

CFPB Finds Violation of Loan Originator Compensation Rule

The CFPB and Franklin Loan Corporation have asked a federal court to approve a consent order regarding alleged violations by Franklin Loan of the loan originator compensation rule. Franklin Loan did not admit or deny the...more

11/17/2014 - CFPB Consent Order Loan Originator Compensation Rule Popular

NYC Pension Fund Submits 75 Proxy Access Proposals

New York City Comptroller Scott M. Stringer, on behalf of the $160 billion New York City Pension Funds, has submitted proxy access shareowner proposals to 75 companies. The proposals request a bylaw to give shareowners who...more

11/14/2014 - Board of Directors Bylaws Diversity Executive Compensation Oil & Gas Pensions Private Utility Proxy Access Rule Proxy Season Shareholder Rights Shareholders

SEC Finds Crowdfunding Website a General Solicitation and Violated Broker-Dealer Rules

In a settled enforcement action, the SEC alleged the defendant failed to implement procedures reasonably designed to prevent U.S. persons from accessing and investing in securities through its crowdfunding website. The...more

11/11/2014 - Broker-Dealer Compliance Crowdfunding Dodd-Frank General Solicitation Popular SEC

SEC Snares 10 for 8-K Violations

The SEC settled actions with ten companies for alleged Form 8-K violations. The investigation centered on failure to file Form 8-K when shares of common stock are sold in transactions that are not registered with the SEC...more

11/7/2014 - Dodd-Frank Enforcement Enforcement Actions Form 8-K SEC

New Surprises in Final 2015 ISS Policy Updates

ISS has issued its 2015 policy updates. Unilateral Bylaw/Charter Amendments - This policy is new stand-alone policy. Previously these matters were evaluated under the ISS governance failure policy. ISS...more

11/7/2014 - Bylaws Compliance Corporate Charters Corporate Governance Dodd-Frank ISS

OIG Outlines Major CFPB Management Challenges

The Office of Inspector General, or OIG, of the Board of Governors of the Federal Reserve System has issued its first listing of major management challenges facing the CFPB. These challenges represent what OIG believes to be...more

10/31/2014 - CFPB Compliance Dodd-Frank Federal Reserve OIG Strategic Enforcement Plan

Providing Audited Financial Statements Late Leads to Charges of Custody Rule Violations

The SEC announced charges against an investment advisory firm and three of its top officials for violating the “custody rule” that requires firms to follow certain procedures when they control or have access to client money...more

10/30/2014 - Audits Custody Rule Dodd-Frank Enforcement Enforcement Actions Financial Statements Investment Adviser SEC

Regulators Approve Securitization Risk Retention Rule

Six federal agencies approved a final rule requiring sponsors of securitization transactions to retain risk in those transactions. The final rule implements the risk retention requirements in the Dodd-Frank Wall Street...more

10/23/2014 - CFPB Compliance Dodd-Frank FDIC Federal Reserve Risk Retention SEC

ISS Proposes New Methodology For Evaluating Equity Plan Proposals

A key component to evaluating whether to place an equity plan proposal in a proxy is whether or not ISS will support the plan. Accoding to ISS, while it has historically recommended against approximately 30 percent of equity...more

10/21/2014 - Compliance Dodd-Frank Equity Plans ISS

ISS Considering Changing Course on Independent Chair Shareholder Proposals

ISS is requesting feedback on a change to its voting policy on independent chair shareholder proposals. ISS’ current policy is to generally recommend for independent chair shareholder proposals unless the company satisfies...more

10/17/2014 - Corporate Governance Dodd-Frank ISS Shareholders

FINRA Reminds Anti-Whistleblower Provisions Are Not Permitted in Settlement Agreements

FINRA has published a regulatory notice where it reminds firms that it is a violation of FINRA Rule 2010 (Standards of Commercial Honor and Principles of Trade) to include confidentiality provisions in settlement agreements...more

10/16/2014 - Arbitration Dodd-Frank FINRA Non-Judicial Settlement Agreements Settlement Whistleblower Protection Policies Whistleblowers

CFPB Considering Issuing No-Action Letters

The CFPB has issued a proposed policy where it would issue no-action letters in limited circumstances. The proposed policy is designed for new financial products or services where there may be uncertainty about how they fit...more

10/14/2014 - CFPB Dodd-Frank No-Action Letters

Major Banks Agree to Temporarily Stay Swap Termination Under ISDA Protocol

The International Swaps and Derivatives Association, Inc., or ISDA, announced that 18 major global banks, referred to as G-18, have agreed to sign a new ISDA Resolution Stay Protocol. The Protocol was developed in...more

10/13/2014 - Banks Cross-Border Derivatives International Banks ISDA

It’s Going to be Harder to Sell Unregistered Securities

The SEC has issued a Risk Alert and FAQs to remind broker-dealers of their obligations when they sell unregistered securities on behalf of clients. This occurs when founders and employees sell their initial stakes in...more

10/10/2014 - Broker-Dealer Compliance Dodd-Frank Private Placements SEC

Tulane Releases Study on First-Year Conflict Minerals Filings

The Payson Center for International Development of Tulane University Law School released a study analyzing the results of a June 2014 survey of issuers who filed the required Form SD. The study investigates the market impact...more

10/8/2014 - Conflict Mineral Rules Dodd-Frank Form SD Issuers Public Disclosure Surveys

MD&A Rules Do Not Create Rule 10b-5 Disclosure Obligation

The Ninth Circuit recently examined whether Item 303 of Regulation of S-K, which sets forth the MD&A rules, creates an affirmative duty of disclosure on which to pin a Rule 10b-5 case. The case centered around a significant...more

10/7/2014 - Breach of Duty Compliance Disclosure Disclosure Requirements Dodd-Frank Regulation S-K Rule 10b-5 Stocks

Hedge Fund and its Partner and Lawyer Fail on Motion to Dismiss for Breach of Fiduciary Duty

A case against a hedge fund, and one of its partners and in-house counsel, related to actions at a portfolio company and alleging breach of fiduciary duties survived a motion to dismiss. The portfolio company, alleged to be...more

10/6/2014 - Breach of Duty Credit Default Swaps Fiduciary Duty Hedge Funds Swaps

SEC Says Use IP Addresses to Control Intrastate Offerings

In a new CDI, the SEC indicates it may be possible to use IP addresses to control internet communications so that offers are made only in one state and qualify for the intrastate exemption under Rule 147. In Securities Act...more

10/3/2014 - Compliance Disclosure Requirements Dodd-Frank SEC Transacting Intrastate Business

Federal Insurance Office Issues Second Annual Report

The sleepy office of the Treasury Department known as the Federal Insurance Office, or FIO, released its second Annual Report on the Insurance Industry. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act,...more

9/29/2014 - Dodd-Frank FIO

CEO Hit With Sarb-Ox Clawback

The former CEO of Saba Software, Inc. agreed to repay over $2.5 million in bonuses, other incentive-based or equity-based compensation, and stock sale profits pursuant to Section 304(a) of the Sarbanes-Oxley Act. The action...more

9/25/2014 - CEOs Clawbacks Equity Compensation Incentive Compensation Sarbanes-Oxley Section 304

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