Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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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

Exercising Drag-Along Rights After Merger Did Not Waive Appraisal Rights

In Halpin et al v. Riverstone National, Inc., the Delaware Court of Chancery found that invoking drag-along rights against minority stockholders after a merger did not waive appraisal rights under the facts of the case...more

3/2/2015 - Appraisal Change in Control Merger Agreements Minority Shareholders Shareholders

CFTC’s Massad on End-Users

CFTC Chair Timothy G. Massad delivered a speech on the importance of providing flexibility in the CFTC’s regulations to accommodate hedging by commercial end-users of derivatives. Mr. Massad highlighted the following...more

2/27/2015 - CFTC Derivatives End-Users Hedging

Supreme Court Interprets Sarbanes-Oxley Evidence Destruction Provisions

We now know that Sarbanes-Oxley does not apply to fish . . . While conducting an offshore inspection of a commercial fishing vessel in the Gulf of Mexico, a federal agent found that the ship’s catch contained...more

2/26/2015 - Destruction of Evidence Evidence Fishing Industry Government Investigations Sarbanes-Oxley SCOTUS

ISS Speaks: Proxy Access, Fee Shifting By-laws and More

ISS has published its policy on proxy access matters. ISS will generally recommend in favor of management and shareholder proposals for proxy access with the following provisions...more

2/20/2015 - Bylaws Fee-Shifting ISS Proxy Access Rule Proxy Season Shareholder Proposals Shareholders

Bad Actor Disqualifications Are Not Sanction Enhancements

SEC Commissioner Daniel M. Gallagher delivered a speech where he considered the role of bad actor disqualifications in the context of the SEC’s enforcement initiatives. According to the Commissioner, the purpose of bad actor...more

2/16/2015 - Bad Actors Disqualification Enforcement Enforcement Actions SEC

Sandy Hook Parents and Securities Law Professors Support Trinity Wall Street; Wal-Mart Replies

A group comprised of parents whose children or spouses were victims in the Sandy Hook tragedy, together with the Law Center to Prevent Gun Violence, have filed a brief in support of Trinity Wall Street in a case where...more

2/16/2015 - Board of Directors Sandy Hook SEC Shareholder Proposals Wal-Mart

ISS Publishes Industry Group US TSR Medians

ISS has published Industry Group US TSR Medians for Performance-Related Policies. The publication was solely for informational purposes. Company performance relative to industry medians is incorporated into ISS’...more

2/13/2015

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