Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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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

SEC Updates EDGAR for Regulation A+

The SEC has updated its EDGAR Filer Manual to document changes being made to accommodate Regulation A+ under the JOBS Act. EDGAR will be updated to add Regulation A submission form types DOS, DOS/A, DOSLTR, 1-A, 1-A/A,...more

5/26/2015 - EDGAR JOBS Act Offering Statements Regulation A SEC

Proxy Access – Week of May 17 – The Trend Is Less Clear

During the week of May 17, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more

5/26/2015 - Boston Properties Inc Chipotle Grill Community Health Systems Form 8-K Kohls Proxy Access Rule Proxy Statements SEC Shareholder Proposals

And Now Bad Actor Waivers for Forward-Looking Statements

The Securities Act (Section 27A(b)) and the Exchange Act (Section 21E(b)) exclude reliance on the safe harbor for forward-looking statements if, among other things, the statement is made with respect to an issuer that has,...more

5/22/2015 - Bad Actors Barclays Safe Harbors SEC Securities Exchange Act Sherman Act

Does the SEC Want Issuers to Self-Report Everything?

Andrew Ceresney, Director, SEC Division of Enforcement delivered remarks at a conference where he addressed the SEC’s cooperation program. Much of the focus was on the benefits of self-reporting and cooperation in...more

5/21/2015 - Compliance FCPA Professional Misconduct SEC Self-Reporting White Collar Crimes

CFPB Takes Action Against PayPal for Allegedly Signing Up Consumers for Unwanted Online Credit

The CFPB filed a complaint and proposed consent order in federal court against PayPal, Inc. The CFPB alleges PayPal illegally signed up consumers for its online credit product, PayPal Credit, formerly known as Bill Me...more

5/19/2015 - CFPB Credit Ratings Credit Reporting Agencies eBay PayPal

Is the Conflict Minerals Law Helping?

Those toiling away for the second required conflict minerals filings are sure to wonder whether the law is having any positive impact. Politico has an interesting article about a trip to the DRC in an attempt to answer that...more

5/18/2015 - Conflict Mineral Rules Reporting Requirements

ISS Reports on Compensation Trends

ISS has issued a report on compensation trends incorporating data so far from this year’s proxy filings. According to ISS: - The most significant trend continuing in 2015 has been the move to performance-based pay,...more

5/18/2015 - Executive Compensation ISS Pay-for-Performance Proxy Statements S&P 500 Securities Total Shareholder Return (TSR)

Proxy Access – Week of May 10 – The Trend is Clear

During the week of May 10, 2015, 8-Ks were filed that disclosed 11 shareholder sponsored proxy access proposals passed and one failed. All required three percent ownership for three years and all were opposed by the company...more

5/18/2015 - Anthem Insurance Avon ConocoPhillips dte-en Duke Energy Form 8-K Hess Corporation Murphy Oil USA Proxy Statements Shareholders

A Saab Is Not A Tangible Object Either

We previously reported on a U.S. Supreme Court case which interpreted the evidence destruction provisions of Sarbanes-Oxley. A plurality of the Court held in Yates that destruction of fish was not destruction of a tangible...more

5/15/2015 - Sarbanes-Oxley SCOTUS Tangible Property US v Yates Young Lawyers

Delaware Dismisses Caremark Claim Against DuPont

The Delaware Court of Chancery recently dismissed a derivative action in Ironworkers District Council of Philadelphia & Vicinity Retirement & Pension Plan v. Andreotti et al. One of the many claims alleged was a Caremark...more

5/13/2015 - Bad Faith Breach of Duty Caremark claim Derivatives Dodd-Frank DuPont Fiduciary Duty Genetically Engineered Seed Monsanto Patent Infringement Pensions Rule 23

Pay Versus Performance Rules Proposed by Securities and Exchange Commission

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) issued another proposed rule under the Dodd-Frank Act, this time with respect to the pay versus performance requirements of Section 953(a) of the Act. ...more

5/12/2015 - CPEOs Dodd-Frank Executive Compensation Pay-for-Performance Pensions Profit Sharing Proxy Statements Regulation S-K Retirement Plan SEC Securities Shareholders Stocks Total Shareholder Return (TSR) XBRL Filing Requirements

Proxy Access – Week of May 3

During the week of May 3, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and three failed. All required three percent ownership for three years and all were opposed by the...more

5/11/2015 - Citigroup Consol Energy eBay Form 8-K Occidental Petroleum Proxy Access Rule Proxy Statements Shareholders St Jude Medical Center

Observations on the SEC’s Proposed Pay Versus Performance Rule

The SEC has issued a proposed rule to require companies to disclose the relationship between executive compensation and the financial performance of a company. The details of the proposed rule have been well publicized, and...more

5/8/2015 - CD&A Executive Compensation Pay-for-Performance SEC Stocks Total Shareholder Return (TSR)

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

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