Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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SEC Proposes Clawback Rules—A Comprehensive Summary

The SEC has proposed new rules to implement Section 954 of the Dodd-Frank Act, which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the Commission to adopt rules directing the national...more

7/3/2015 - Clawbacks Corporate Governance Disclosure Requirements Dodd-Frank Executive Compensation Form 10-K Incentive Compensation New Regulations Regulation S-K SEC Section 10D Total Shareholder Return (TSR)

Executive Compensation Paid to Controlling Shareholders Subject to Business Judgment Review When Approved by an Independent...

Members of the Dolan family hold 73% of the voting power of Cablevision Systems Corporation’s stock. A shareholder commenced a derivative action regarding the executive compensation paid to Dolan family members serving as...more

7/2/2015 - Business Judgment Rule Compensation Committee Controlling Stockholders Executive Compensation Shareholder Litigation Shareholders

Vanishing Regulation A+ Filings

The initial filings seemed to be of low quality. I feel for the SEC staff, because it appears they will have their hands full as people lob in poorly conceived filings. It appears they will have to do more babysitting than...more

6/29/2015 - Capital Formation Regulation A SEC

SEC Charges KKR With Misallocating Broken Deal Expenses

Everyone knew the SEC would pursue a marquee-name private equity sponsor for misallocating expenses. It finally happened, with KKR settling charges for misallocating “broken deal” expenses. Charges against others are likely...more

6/29/2015 - Disgorgement Enforcement Actions Fund Sponsors Investment Advisers Act of 1940 Private Equity SEC

CFPB Publishes Over 7,700 Consumer Complaint Narratives About Financial Companies

The CFPB has gone live with an enhanced customer complaint data base. It now includes over 7,700 consumer descriptions of alleged problems they are facing with financial companies concerning mortgages, bank accounts, credit...more

6/26/2015 - CFPB Consumer Complaint System Consumer Financial Products Consumer Lenders

SEC Meeting to Consider Compensation Clawback Proposal

The SEC has announced an open meeting to consider clawback of executive compensation under Section 954 of the Dodd-Frank Act to be held on July 1, 2015. According to the notice of the meeting, the SEC will consider whether...more

6/26/2015 - Clawbacks Dodd-Frank Executive Compensation SEC Securities Exchange Act

SEC Publishes 11 Regulation A+ CD&Is

The SEC has published 11 Compliance and Disclosure Interpretations related to Regulation A+ — numbered 182.01 through 182.11 under Securities Act Rules. Highlights are: - Twitter is allowed for testing the waters! ...more

6/24/2015 - Acquisitions CD&I Compliance Disclosure Requirements Issuers Mergers Preemption Registration Requirement Regulation A Reporting Requirements SEC Securities Securities Exchange Act Social Media Tier 2 Offerings Twitter

First Regulation A+ Offering Document Appears on EDGAR

Perhaps the first Regulation A+ offering document has appeared on EDGAR. According to the documents it is a Tier 2 offering for up to $50,000,000. The offering circular states the offering commenced on June 19, 2015. The...more

6/23/2015 - EDGAR Public Offerings Real Estate Development Real Estate Investments Regulation A SEC Tier 2 Offerings

SEC Exams to Focus on Sales of Retirement Products

The SEC Office of Compliance Inspections and Examinations, or OCIE, has launched a multi-year Retirement-Targeted Industry Reviews and Examinations (ReTIRE) Initiative. OCIE is focusing on retirement-based savings in...more

6/23/2015 - Broker-Dealer Conflicts of Interest Disclosure Requirements Examination Priorities Investment Adviser Investors Marketing Material Disclosures OCIE Retirement Plan SEC

SEC Provides Guidance on Definition of “Spouse” and “Marriage”

The SEC has provided guidance on the definition of “spouse” and “marriage” in the wake of United States v Windsor. That case held Section 3 of the Defense of Marriage Act was unconstitutional. As a result the SEC will...more

6/22/2015 - DOMA New Guidance Same-Sex Marriage SEC Securities Spouses US v Windsor

Gallagher: SEC Should Not Alienate Chief Compliance Officers

Outgoing SEC Commissioner Daniel M. Gallagher explained his dissenting votes in two SEC enforcement actions against Chief Compliance Officers. Mr. Gallagher explained that in both instances, the Commission’s order states...more

6/19/2015 - Chief Compliance Officers Compliance Financial Markets Investment Adviser SEC Securities

SEC Says Fantasy Stock Trading Violates Securities Laws; Charges Others for Selling Illegal Security-Based Swaps

The SEC issued an Investor Alert which says fantasy stock trading for small amounts of money can violate provisions of securities laws implemented by the Dodd-Frank Act. I bet the Congressional drafters of these provisions...more

6/18/2015 - Bitcoins Business Valuations Derivatives Dodd-Frank Investors IPO Popular SEC Securities Securities Exchange Act Security-Based Swaps Startups Stock Trades Stocks Swaps Virtual Currency

SEC Denies Montana’s Request to Stay Regulation A+

Montana and Massachusetts previously filed suit to challenge Regulation A+ adopted by the SEC under the JOBS Act. On June 5, 2015, Montana requested that the Commission stay the effective date of the amendments to Regulation...more

6/17/2015 - Business Development Capital Markets JOBS Act Motion To Stay Regulation A SEC Small Business

SEC Has No Plans to Change the Way Administrative Judges Are Appointed (For Now)

The United States District Court for the Northern District of Georgia, Atlanta Division, entered a preliminary injunction preventing the SEC from conducting an administrative proceeding in an insider trading matter. In the...more

6/16/2015 - Administrative Hearings ALJ Appointments Clause DOJ Gray Financial Group Insider Trading Motion To Stay Preliminary Injunctions SEC Solicitor General

SEC to Appeal Preliminary Injunction Blocking Administrative Proceeding

The United States District Court for the Northern District of Georgia, Atlanta Division, entered a preliminary injunction preventing the SEC from conducting an administrative proceeding in an insider trading matter. The...more

6/16/2015 - Administrative Hearings Appointments Clause Financial Markets Insider Trading Motion To Stay Preliminary Injunctions SEC Securities

Minnesota Adopts Crowdfunding Law

Minnesota has adopted an intrastate crowdfunding exemption referred to as “MNvest.” The legislation is meant to work in tandem with the federal exemption for intrastate offerings under Section 3(a)(11) of the Securities Act...more

6/16/2015 - Business Assets Business Development Crowdfunding Investors New Legislation Offerings Rule 147 Securities Securities Exchange Act U.S. Commerce Department

CFPB Finalizes Rules to Regulate Nonbank Auto Lenders

The CFPB adopted a final that allows the agency to supervise larger nonbank auto finance companies for the first time. The CFPB also released the examination procedures that its examiners will use. Currently, the Bureau...more

6/11/2015 - Abusive Acts Automotive Industry Automotive Loans CFPB Consumer Protection Act Credit Unions Dodd-Frank ECOA Financing Nonbank Firms TILA

SEC Provides Update on Concept Release for Audit Committees

In October 2014, Compliance Week noted that SEC Chair Mary Jo White indicated a concept release on Audit Committees would be forthcoming. James Schnurr, Chief Accountant, SEC Office of the Chief Accountant gave an update on...more

6/10/2015 - Audit Committee Compliance Investors SEC

Court Enters Preliminary Injunction Against SEC Administrative Proceeding

The United States District Court for the Northern District of Georgia, Atlanta Division, has entered a preliminary injunction preventing the SEC from conducting an administrative proceeding in an insider trading matter. The...more

6/9/2015 - Administrative Hearings ALJ Appointments Clause Enforcement Actions Insider Trading OMB Preliminary Injunctions SEC

SEC To Release “No Review” Letters

Traditionally the SEC has released correspondence related to its review of registration statements. Now the staff will also release “no review” letters for filed registration statements that are not reviewed. It doesn’t add...more

6/9/2015 - Issuers No Review Letters Registration Statement SEC

CFPB Orders Mortgage Originator to Pay $19 Million for Steering Violations – CEO to Pay $1 Million

The CFPB filed a complaint in federal district court against RPM Mortgage, Inc. and its CEO, Erwin Robert Hirt, for illegally paying bonuses and higher commissions to loan originators to incentivize them to steer consumers...more

6/5/2015 - CFPB Civil Monetary Penalty Enforcement Actions Mortgage Lenders Mortgage Loan Originators Redress Payments Sales Commissions

Kraft Moves to Dismiss Novel CFTC Manipulation Claim

The CFTC 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 thereunder. Regulation 180.1 makes...more

6/2/2015 - CFTC Commodities Exchange Act Enforcement Actions Food Manufacturers Kraft Price Manipulation

Proxy Access – Week of May 24

During the week of May 24, 2015, 8-Ks were filed that disclosed three shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more

6/1/2015 - Form 8-K Hasbro McDonalds Shareholder Proposals Shareholders

Montana Joins Massachusetts in Regulation A+ Challenge

Montana has joined Massachusetts in a challenge to Regulation A+ adopted pursuant to the JOBS Act. The Montana and Massachusetts cases have been consolidated....more

5/29/2015 - Business Development JOBS Act Regulation A Securities Small Business

Massachusetts Moves to Block Regulation A+

The Secretary of the Commonwealth of Massachusetts has filed a petition for review of Regulation A+. The Secretary is asking that the rule be vacated because it is arbitrary, capricious and not in accordance with the...more

5/26/2015 - Administrative Procedure Act JOBS Act Regulation A SEC Small Business

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