Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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SEC Explains How To Use Twitter And Absolves Issuers Of Retweets

Certain rules under the securities laws require certain communications be accompanied by legends. The length of the legend meant that Twitter could not be used because the 140 character limit would be exceeded. ...more

4/22/2014 - Disclosure Requirements Electronic Communications Issuers SEC Securities Twitter

Bad People Can’t Buy Failed Banks

The Federal Deposit Insurance Corporation, or FDIC, has adopted a final rule to implement section 210(r) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under that section, individuals or entities that have,...more

4/21/2014 - Bad Actors Banks Dodd-Frank FDIC

Minnesota Revised Uniform Limited Liability Company Act Becomes Law

In This Issue: - Forming a Limited Liability Company - Shelf LLCs - Series LLCs - Governance - Members - Operating Agreement - Standards of Conduct - Distributions - Merger, Conversion...more

4/17/2014 - Corporate Governance LLC Operating Agreements Series LLC Shelf Corporations

Mandate Withheld In Conflicts Minerals Case

In a little known action, the Clerk of Court of the Unites States Court of Appeals for the District of Columbia issued an order in the conflicts minerals case to withhold issuance of a mandate until seven days after...more

4/16/2014 - Conflict Mineral Rules Form SD SEC

Court Invalidates Conflict Minerals Rule Because It Crosses First Amendment Line

In the end, it’s pretty simple. The court held the conflicts minerals rule and statute embodied in Dodd-Frank violate the First Amendment to the extent the statute and rule require regulated entities to report to the...more

4/16/2014 - Conflict Mineral Rules Dodd-Frank First Amendment SEC Supply Chain

Proposed Minnesota Public Benefit Corporation Legislation

A bill has been introduced to bring public benefit corporations to Minnesota. The public benefit corporation is a relatively recent legal innovation that occupies a hybrid position between a traditional corporation and a...more

4/10/2014 - Public Benefit Corporation

A Bad Turn For Reg A+ And Reg D?

SEC Commissioner Luis A. Aguilar gave a speech to an annual conference of the North American Securities Administrators Association, otherwise known as NASAA. On the issue of Reg A+ preemption of state law, the Commissioner...more

4/8/2014 - Form D Filing NASAA Preemption Regulation A SEC

SEC Issues More FAQs On Conflict Minerals

The SEC has issued nine additional frequently asked questions, or FAQs, on the SEC’s conflict reporting rules. Some of the highlights are...more

4/7/2014 - Conflict Mineral Rules Due Diligence IPSA SEC

OSHA Publishes Interim Rule For Handling Whistleblower Retaliation Complaints

OSHA has published the interim final text of regulations governing the employee protection (or whistleblower) provisions of the Consumer Financial Protection Act of 2010, or CFPA, Section 1057 of the Dodd-Frank Wall Street...more

4/5/2014 - ALJ CFPB OSHA Retaliation Whistleblower Protection Policies Whistleblowers

SEC Investment Management Division Provides Social Media Guidance

Investment Advisers Act Rule 206(4)-1(a)(1) states that: “[i]t shall constitute a fraudulent, deceptive, or manipulative act, practice, or course of business . . . for any investment adviser registered or required to be...more

3/31/2014 - Investment Adviser Investment Management SEC

Keith Higgins Speaks To JOBS Act Misperceptions: • The Staff Will Not Be Quick To Second Guess • “Venture Fairs” And “Demo Days”...

In a recent speech, Keith Higgins, Director, SEC Division of Corporation Finance, gave his views on certain misperceptions and other matters regarding general solicitation under the JOBS Act....more

3/28/2014 - General Solicitation JOBS Act Regulation D Rule 506 Offerings Rule 506(c) SEC

Community Banks: OCC Guidance On Volker Rule

The Office of the Comptroller of the Currency, or OCC, has issued a short bulletin on compliance with the Volker Rule. While largely a short restatement of the rule, it contains this note for community banks...more

3/27/2014 - Community Banks Compliance OCC Volcker Rule

U.S. Brings Criminal Charges For False Sarbanes-Oxley Certifications

An indictment was recently unsealed where the United States recently brought criminal charges, for among other things, false certifications under Section 302 and 906 of the Sarbanes-Oxley Act. The allegations are of course...more

3/27/2014 - Certifications Criminal Prosecution Form 10-K Indictments Sarbanes-Oxley SEC

Proposed Changes To The Minnesota Business Corporation Act

The Minnesota legislature is considering proposed changes to the Minnesota Business Corporation Act. Among other things, the changes would...more

3/24/2014 - Business Corporation Act Dissenters Rights Secretary of State

Agencies Issue Proposed Rule On Minimum Requirements For Appraisal Management Companies

Six agencies have issued a proposed rule that would implement minimum requirements for state registration and supervision of appraisal management companies, or AMCs. An AMC is an entity that serves as an intermediary between...more

3/24/2014 - Appraisal Appraisal Management Companies Dodd-Frank FDIC OTS

How To Make A Claim Against The Madoff Victim Fund And Other Information

The Madoff Victim Fund, or MVF, is the vehicle that the United States Department of Justice, or DOJ, will use to distribute more than $4 billion in assets forfeited to the United States to victims of the crimes involving...more

1/20/2014 - Bernie Madoff DOJ

SEC May Discontinue News Digest

The indications are the SEC may discontinue publication of its time-honored daily News Digest. It has not been published since mid-December. ...more

1/15/2014 - Digital Media Media SEC

SEC Announces Delayed Compliance With Municipal Advisor Rules

The SEC has announced that compliance with the final municipal advisor registration rules will not be required until July 1, 2014, the date on which the first set of municipal advisors will be required to register under the...more

1/14/2014 - Compliance Municipal Advisers SEC

SEC Issues Interpretive Guidance On Municipal Advisor Registration Rules

The SEC Office of Municipal Securities has issued interpretive guidance to address questions from market participants regarding the implementation of new final SEC rules requiring municipal advisors to register with the...more

1/13/2014 - Dodd-Frank Financial Regulatory Reform Municipal Securities Market Municipalities SEC

Hopes Are Up For Invalidation Of The Conflict Minerals Rules

We have explained that the District Court upheld the SEC’s conflict minerals rules. Recently, oral argument on the appeal was heard by the U.S. Court of Appeals for the District of Columbia Circuit....more

1/9/2014 - Conflict Mineral Rules SEC

SEC Removes References To NRSRO Ratings In Certain Rules And Forms

The SEC has adopted amendments to eliminate references in certain of its rules and forms to credit ratings by nationally recognized statistical rating organizations, or NRSROs. The changes were required by the...more

1/7/2014 - Credit Ratings Dodd-Frank NRSRO SEC Securities Exchange Act

Continued Controversy Surrounding Proposed Regulation D Amendments

The controversy continues around the proposed SEC rules that would require a Form D be filed prior to commencing a general solicitation. Recently, seven senators sent this letter to SEC Chair Mary Jo White supporting the...more

1/7/2014 - General Solicitation Regulation D SEC

Summary Of Proposed Amendments To Regulation A

On December 18, 2013, the SEC published its proposal to modify Regulation A. The SEC is proposing to expand Regulation A into two tiers: Tier 1, for offerings of up to $5 million; and Tier 2, for offerings of up to $50...more

12/31/2013 - Debt Securities Dodd-Frank Eligibility Equity Securities Exemptions Offerings Private Equity Private Offerings Regulation A Reporting Requirements SEC Startups

Government Watch Dogs Disagree On Analysis Associated With Dodd-Frank Rulemaking

The Dodd-Frank Act requires or authorizes various federal agencies to issue hundreds of rules to implement reforms intended to strengthen the financial services industry. As amended by Public Law No. 112-10, the act also...more

12/16/2013 - Dodd-Frank GAO OMB

Federal Insurance Office Releases Modernization Report

The U.S. Department of the Treasury’s Federal Insurance Office, or FIO, has submitted to Congress and released a report on how to modernize and improve the system of insurance regulation in the United States. Given the...more

12/16/2013 - Federal Insurance Office Insurers

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