Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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CFPB Proposes Amendments to Home Mortgage Disclosure Act

The CFPB has proposed a rule to improve information reported about the residential mortgage market. According to the CFPB, the rule would shed more light on consumers’ access to mortgage credit by updating the reporting...more

7/25/2014 - CFPB Disclosure HMDA Mortgages

8th Circuit to Determine Scope of Dodd-Frank Whistleblower Claim

The United States District Court for the District of Nebraska has certified a question for interlocutory appeal to the Eighth Circuit in the case of Bussing v. COR Clearing, LLC (8:12-cv-238). The question involves whether...more

7/23/2014

Examples of Social Media in M&A Transactions

In April 2014, the SEC provided guidance on the use of social media in M&A and other contexts. Companies have begun to cautiously make use of the guidance but the flood gates haven’t exactly opened....more

7/21/2014 - Enforcement FCC Popular SEC Social Media

When is a Consultant an Executive Officer? – SEC Brings Another Case

The SEC has instituted administrative proceedings against a registrant and others alleging that two individuals with prior law violations secretly controlled the operational and management decisions of the registrant while...more

7/17/2014 - Consultants Corporate Officers Issuers SEC

FSOC = Firing Squad On Capitalism Says SEC Commissioner

Speaking at a conference, SEC Commissioner Michael S. Piwowar’s opening remarks included “In preparing for this speech, I thought a lot about what moniker I could use to best describe the [Financial Oversight Stability...more

7/16/2014 - FSOC SEC

Examples of Fee Shifting By-Laws

Some smaller companies and those in the process of going public have begun adopting fee shifting by-laws. As my colleagues at Stinson Leonard Street have advised, we urge caution for those headed in this direction until,...more

7/14/2014 - Bylaws Delaware General Corporation Law Fee-Shifting Public Offerings

SEC Provides Guidance to Private Equity on Seller Escrows

The SEC has issued guidance to registered private equity advisers regarding escrow arrangements resulting from the sale of a portfolio company. The guidance revolves around a circumstance involving the sale of a portfolio...more

7/11/2014 - Compliance Escrow Accounts Private Equity SEC

GAO Wants CFPB to Focus on Virtual Currencies

GAO issued a report discussing virtual currencies. One example of these is bitcoin, which was developed in 2009. Bitcoin and similar virtual currency systems operate over the Internet and use computer protocols and encryption...more

7/7/2014 - Bitcoins GAO Virtual Currency

GAO Says Commerce Department Has Not Complied With Conflict Minerals Obligations

The Government Accountability Office, or GAO, has issued a report noting the SEC issued a rule in 2012 requiring certain companies to disclose the source and chain of custody of necessary conflict minerals in their products....more

7/7/2014 - Compliance Conflict Mineral Rules GAO SEC U.S. Commerce Department

SEC Orders Exchanges and FINRA to Submit Tick Size Pilot Program

The SEC has ordered registered securities exchanges and FINRA to submit a tick size pilot program within 60 days. The order specifies that the control group will be quoted at the current tick size increment, $0.01 per share,...more

6/25/2014 - FINRA SEC Securities

SEC: Don’t Ignore the Habitually Wrong Whistleblower

SEC Chair Mary Jo White recently gave a speech on a number of important matters, including the role of directors as gatekeepers, her views of self-reporting of violations and the SEC’s whistleblower program. In the speech...more

6/25/2014 - Board of Directors Directors Mary Jo White SEC Whistleblowers

Integrated Private Equity Firms Charged With Failure to Register and Pay-to-Play Violations

The SEC charged two firms with failing to register as investment advisers because their operations were integrated and charged one of the entities with violating pay-to-play rules....more

6/23/2014 - Enforcement Enforcement Actions Integration Investment Adviser Pay-To-Play SEC

OCC Issues Volcker Rule Interim Examination Procedures

The OCC has issued interim examination procedures for Volker Rule compliance. The purpose of the interim examination procedures is to help examiners determine whether banks have business activities or investments that are...more

6/17/2014 - Banks OCC Standards & Procedures Volcker Rule

Don’t Ask a Whistleblower to Investigate the Conduct Reported to the SEC

The SEC recently charged a hedge fund advisory firm, which we refer to as the employer, for the first time using its new authority to bring anti-retaliation enforcement actions. The head trader for the employer reported to...more

6/17/2014 - Compliance Enforcement Enforcement Actions Retaliation SEC Whistleblowers

SEC Commissioner Wants Dodd-Frank Wrapped Up

SEC Commissioner Kara M. Stein recently gave remarks on the status of required Dodd-Frank rulemakings. The pay ratio, claw back, conflict minerals and resources extraction rules didn’t really seem all that important to her...more

6/16/2014 - Conflict Mineral Rules Disclosure Requirements Dodd-Frank Rulemaking Process SEC SEC Commissioner

Report Indicates Armed Groups Cede Control of Conflict Minerals Mines in Congo

A report issued by the organization Enough Project indicates market changes spurred by the Dodd-Frank Act’s provisions on conflict minerals have helped to significantly reduce the involvement of armed groups in eastern...more

6/13/2014 - Conflict Mineral Rules Dodd-Frank Mining SEC

Tell the Comp Committee and Consultants the Auditors Will be Calling

We previously described a PCAOB reproposal regarding audit procedures for related party transactions. A suggested audit procedure consisted of “Inquiries of the compensation committee chair and any compensation consultant...more

6/12/2014 - Audits Executive Compensation PCAOB

SEC Issues FAQs on Volker Rule

The SEC has issued a series of FAQs on its final rule implementing section 13 of the Bank Holding Company Act of 1956 (“BHC Act”), commonly referred to as the “Volcker Rule.”...more

6/11/2014 - Bank Holding Company Bank Holding Company Act Banks SEC Volcker Rule

SEC Seeks Rehearing of Conflicts Minerals Decision

The SEC has filed documentation with the District of Columbia Court of Appeals seeking an en banc rehearing of the conflict minerals decision. The original decision found that one piece of the disclosure required by the...more

6/2/2014 - American Meat Institute Conflict Mineral Rules Disclosure Disclosure Requirements En Banc Review SEC USDA

Intel Files Conflict Minerals Report

The holy grail (at least so far) of conflict minerals precedents was filed with the SEC albeit perhaps too late for many issuers to wholesale change course. But still excellent for a final form check. ...more

5/23/2014 - Conflict Mineral Rules Intel NAM Reporting Requirements SEC

When Will The SEC Bring An Action Against A Chief Compliance Officer?

In a couple of speeches at Compliance Week 2014, SEC officials spoke of when it would be appropriate to bring an enforcement action against a Chief Compliance officer, or CCO. SEC Commissioner Kara M. Stein said “If...more

5/22/2014 - Chief Compliance Officers Compliance Enforcement Actions Personal Liability SEC

CFTC To Make First Whistleblower Award For $240,000 — But Why?

The CFTC has a whistleblower award program that is separate from, but somewhat similar to, the SEC’s whistleblower award program. Both are mandated by the Dodd-Frank Act. The CFTC has announced that the agency will...more

5/21/2014 - CFTC Dodd-Frank SEC Whistleblower Awards Whistleblowers

Mary Jo White Explains Enforcement Action Decisions

Mary Jo White, Chair of the SEC, recently explained decisions in enforcement actions to a group of white collar crime lawyers. Ever wonder why some cases draw both criminal and civil charges but others do not? ...more

5/20/2014 - Compliance Enforcement Actions Mary Jo White SEC

SEC Issues Additional FAQs On Engineering Exclusion From Municipal Advisor Rules

We have reviewed prior SEC guidance on the municipal advisor rules, from a view point of structuring a business to avoid a municipal advisory role. The SEC has now issued additional FAQs, including on the engineering...more

5/20/2014 - Construction Contracts Contractors Dodd-Frank Funding Municipal Advisers Municipal Securities Issuers Municipalities SEC Securities

NAM’s Next Move In Conflict Minerals Case

Now that NAM et al’s emergency stay motion in the conflicts minerals case has been denied, the question is what happens next. Clues can be found in the briefing for the unsuccessful emergency stay motion....more

5/16/2014 - Conflict Mineral Rules Enforcement Actions First Amendment NAM SEC

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