Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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CFTC Says Securitization SPVs Eligible for End-User Exception

The CFTC issued a no-action letter to Ford Motor Credit to clarify that a securitization special purpose vehicle, or SPV, that is wholly-owned by, and consolidated with, a captive finance company (as described in Section...more

5/4/2015 - CEA CFTC Financing Ford Motor No-Action Letters Securitization SPVs

Proxy Access — Week of April 26

During the week of April 26, 2015, 8-Ks were filed that disclosed two shareholder sponsored proxy access proposals passed and two failed. All required three percent ownership for three years and all were opposed by the...more

5/4/2015 - Coca Cola Exelon Generation Form 8-K Marathon Oil Proxy Access Rule Rule 14a-8 SEC Shareholder Proposals

Agencies Issue Final Rule on Minimum Requirements for Appraisal Management Companies

Six federal financial regulatory issued a final rule that implements minimum requirements for state registration and supervision of appraisal management companies, or AMCs. An AMC is an entity that provides appraisal...more

5/1/2015 - Appraisal Appraisal Management Companies Dodd-Frank Final Rules FIRREA Mortgage Lenders Regulatory Standards Underwriting

Director Equity Grants Subject to Entire Fairness Review

In Valma v. Templeton et al, the Delaware Court of Chancery held that grants of restricted stock units, or RSUs, to directors of Citrix Systems, Inc. were subject to an entire fairness standard of review. The court found...more

5/1/2015 - Board of Directors Business Judgment Rule Compensation Committee Conflicts of Interest Equity Compensation Fairness Standard Restricted Stocks

SEC Makes Whistleblower Award in Connection With Retaliation Case

The SEC announced a maximum whistleblower award payment of 30 percent of amounts collected in connection with In the Matter of Paradigm Capital Management, Inc. and Candace King Weir, File No. 3-15930 (June 16, 2014), the...more

4/29/2015 - Employer Liability Issues Enforcement Actions Retaliation SEC Whistleblower Awards Whistleblowers

Proxy Access Week of April 19

During the week of April 19, 2015, 8-Ks were filed that disclosed two proxy access proposals passed and four failed. All required three percent ownership for three years and all were opposed by the company. Details are as...more

4/27/2015 - Form 8-K Proxy Access Rule

Not Necessary to “Boil the Ocean” in FCPA Internal Investigations

Assistant Attorney General Leslie R. Caldwell recently gave her views on the proper scope of internal investigations regarding FCPA matters. In her views she noted...more

4/21/2015 - Attorney Generals Chief Compliance Officers Compliance FCPA Internal Investigations Multinationals

Dodd-Frank Anti-Spoofing Statute Not Void for Vagueness For High Frequency Trader

In United States v. Coscia, the District Court for the Northern District of Illinois Eastern Division declined to dismiss an indictment for “spoofing” against a high frequency trader under 7 U.S.C. §§ 6c(a)(5)(C) and 13(a)(2)...more

4/20/2015 - High Frequency Trading Indictments Motion to Dismiss Securities Exchange Act Spoofing

Fed Eases Small Bank M&A Rules

The Board of Governors of the Federal Reserve Board has modified its Small Bank Holding Company Policy Statement to facilitate the sale of smaller community banks. Under the final rule, a holding company with less than...more

4/13/2015 - Bank Holding Company Community Banks Federal Reserve Final Rules

CFTC Pushes Dodd-Frank Boundaries With Manipulation Case

In the first case of its kind, the CFTC has accused Kraft Food Groups, Inc. and former parent Mondelez Global LLC with manipulation pursuant to Section 6(c)(1) of the Commodities Exchange Act and Regulation 180.1 promulgated...more

4/6/2015 - CFTC Commodity Futures Contracts Kraft Price Manipulation Securities Exchange Act

SEC Finds Confidentiality Agreements Violates Whistleblower Rules

The SEC announced its first enforcement action against a company for using improperly restrictive language in confidentiality agreements with the potential to stifle the whistleblowing process....more

4/2/2015 - Civil Monetary Penalty Confidentiality Agreements Enforcement Actions Kellogg Brown & Root Neither Admit Nor Deny Settlements SEC Whistleblowers

SEC Brings Enforcement Action Related to Perks

The SEC charged the former CEO of Silicon Valley-based technology firm Polycom Inc. with using nearly $200,000 in corporate funds for personal perks that were not disclosed to investors. It’s the second enforcement action in...more

4/1/2015 - C-Suite Executives Enforcement Actions False Reporting Form 10-Q Misappropriation SEC

CFTC Provides Chief Compliance Officers Additional Time to Submit Annual Reports

The CFTC’s Division of Swap Dealer and Intermediary Oversight issued a no-action letter to futures commission merchants, swap dealers and major swap participants, referred to as registrants, that provides relief from certain...more

3/30/2015 - Annual Reports CFTC Chief Compliance Officers FCMs Filing Deadlines Major Swap Participants Swap Dealers

SEC Issues Final Regulation A+ Rules

The SEC has adopted amendments to Regulation A and other rules and forms to implement Section 401 of the JOBS Act. Section 401 of the JOBS Act added Section 3(b)(2) to the Securities Act of 1933, which directed the SEC to...more

3/26/2015 - JOBS Act Regulation A SEC

Issuers Omit Proposals From Proxy Statements

As noted here, two issuers have omitted shareholder proposals from preliminary proxy statements where no-action letters from the SEC regarding omission of the proposals have been withdrawn. The blog suggests, within its...more

3/23/2015 - No-Action Letters Proxy Statements SEC Shareholder Proposals Shareholder Rights Shareholders

CFPB to Allow Consumers to Voice Public Complaints About Financial Companies

The CFPB is finalizing a policy to allow consumers to voice publicly their complaints about consumer financial products and services. When consumers submit a complaint to the CFPB, they now have the option to share their...more

3/20/2015 - CFPB Consumer Complaint System Consumer Financial Products

SEC Chair White Warns on Fee Shifting Bylaws

In remarks at a conference attended by M&A professionals, SEC Chair White gave her views on fee shifting bylaws. Currently the SEC staff is focused on making sure the disclosures in company filings about its fee shifting...more

3/20/2015 - Bylaws Fee-Shifting Mary Jo White SEC

CFPB Investigating Credit Card Market

The CFPB announced it is seeking public comment on how the credit card market is functioning and the impact of credit card protections on consumers and issuers. This public inquiry will focus on issues including credit card...more

3/18/2015 - CARD Act CFPB Credit Card Agreements Credit Cards Debt Collection Public Comment UDAAP

2nd Circuit Upholds SEC’s Denial of Whistleblower Award

Larry Stryker petitioned the Second Circuit for review of an order of the SEC that denied his claim for a whistleblower award. He sought the award under Section 21F of the Dodd-Frank Act based on information he supplied to...more

3/16/2015 - Dodd-Frank Enforcement Enforcement Actions SEC Whistleblower Awards Whistleblowers

SEC Charges 13D Filers With Failure to Disclose Going Private Plans

It’s well known that Federal securities laws require beneficial owners to promptly file an amendment when there is a material change in the facts previously reported by them on Schedule 13D, commonly referred to as a...more

3/16/2015 - Beneficial Owner Board of Directors Corporate Officers Directors Filing Requirements SEC

SEC Issues Policy on Bad Actor Waivers

In an effort to quell internal (including outspoken SEC Commissioners) and external criticism, the SEC has published its policy on bad actor waivers. The policy looks fair on its face. Application is another...more

3/16/2015 - Bad Actors SEC

Say-On-Pay Vote Did Not Create Disclosure Obligation

In Liang v. Berger, the plaintiff in a derivative action alleged the officers and directors of ARAID Pharmaceuticals failed to disclose material negative information about a drug under development in a timely manner. Among...more

3/11/2015 - ARIAD Pharmaceuticals Derivative Suit Executive Compensation Material Disclosures Misrepresentation Pharmaceutical Manufacturers Proxy Statements Say-on-Pay Securities Exchange Act Shareholders

Court Finds SEC Administrative Proceeding Constitutional

Section 929P(a) of the Dodd-Frank Act provides that the SEC’s authority in administrative penalty proceedings is “coextensive” with its authority to seek penalties in federal court. The plaintiff in Bebo v SEC argued the...more

3/9/2015 - Administrative Hearings Bebo v SEC Dodd-Frank Due Process Equal Protection SEC

More Examples of Social Media in M&A Transactions

Occasionally we see interesting uses of social meeting in M&A transactions. Some recent examples are: From Zillow’s acquisition of Trulia: Fun pushing social media and investor relations envelope . . ....more

3/6/2015 - Social Networks Twitter

Three Dodd-Frank Whistleblower Anti-Retaliation Claims Fail

Courts recently issued three opinions on the whistleblower anti-retaliation provisions of the Dodd-Frank Act. In Murray v. UBS Securities, LLC, Mr. Murray claimed he was terminated because he refused to skew his...more

3/4/2015 - Anti-Retaliation Provisions CFPB Dodd-Frank Injunctive Relief Mortgage-Backed Securities Popular Sarbanes-Oxley Termination UBS Whistleblowers

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