Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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Same Plaintiff Files New Complaint to Force SEC to Act on Rulemaking Petition Regarding Political Contributions

The United States District Court for the District of Columbia recently dismissed Stephen M. Silberstein’s complaint to mandate the SEC to adopt rules regarding disclosure of political contributions. Among other things, the...more

2/8/2016 - Administrative Procedure Act Disclosure Requirements Political Contributions SEC Writ of Mandamus

Yahoo! Compensation Litigation – History May Not Repeat Itself but it Often Rhymes

The Delaware Court of Chancery has issued an opinion on a Section 220 demand made against Yahoo! No complaint has yet been filed, and although Vice Chancellor Laster speculates on some inferences that can be drawn, no one has...more

2/3/2016 - Delaware General Corporation Law Executive Compensation Section 220 Request Yahoo!

DTCC Explores Blockchain Technology

The Depository Trust & Clearing Corporation, or DTCC, is integrally involved with settlement of trades in public company stocks. It has issued a white paper examining the use of blockchain technology to settle securities...more

2/1/2016 - Bitcoin Block Chain DTCC Popular Virtual Currency

Crowdfunding Portals Begin to Register With the SEC

The SEC registration process for Title III crowdfunding portals was recently commenced. So far we are aware of one Form Funding Portal that has been filed to begin the registration process. ...more

2/1/2016 - Crowdfunding Funding Portal Investors JOBS Act Offerings Popular SEC

Disclosure Settlement Rejected in Trulia Merger Litigation

Chancellor Bouchard of the Delaware Court of Chancery rejected a disclosure settlement in In Re Trulia, Inc. Stockholder Litigation. The Chancellor concluded the terms of the proposed settlement were not fair or reasonable...more

1/25/2016 - EBITDA JPMorgan Chase Settlement Supplemental Disclosures Trulia

Regulators Change Bank Audit Committee Duties as Audit Season Begins

The Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency issued an advisory to indicate their support for the principles and...more

1/22/2016 - Audit Policies Banking Sector Basel Committee BCBS Federal Reserve Regulatory Oversight

SEC Permits Shareholder Proposal for Favoring Repurchases over Dividends to Move Forward

The SEC has denied no-action relief to exclude the following shareholder proposal submitted to several companies by Jonathan Kalodimos: Resolved: Shareholders of ITT Corporation ask the board of directors to adopt and...more

1/22/2016 - No-Action Requests SEC Securities Regulation Shareholder Proposals Stock Repurchases

Settlement with an Activist Investor is not a Defensive Measure

A recent case decided by the Delaware Court of Chancery, In Re Ebix, Inc., held settlement with an activist investor, Barrington Capital Group, L.P. was not a defensive measure subject to scrutiny under Unocal. Ebix entered...more

1/21/2016 - Board of Directors Director Nominations Proxy Contests Settlement Strict Scrutiny Standard

Takeover Litigation Sharply Declines in Last Quarter of 2015

Matthew D. Cain, of the SEC, and Professor Steven Davidoff Solomon of the University of California, Berkeley – School of Law, published a report analyzing preliminary statistics for takeover litigation in 2015. According to...more

1/18/2016 - Business Litigation Disclosure Multi-Jurisdictional Litigation Settlement Takeover Agreement

SEC 2016 Examination Priorities for Private Equity and Hedge Funds

The SEC Office of Compliance Inspections and Examinations, or OCIE, has published its list of 2016 examination priorities. Matters of interest for private equity and hedge fund sponsors include...more

1/15/2016 - Hedge Funds Investment Adviser OCIE Private Equity SEC SEC Examination Priorities

Elio Motors Poised to Raise Nearly $16 Million in Crowdfunding Offering

We previously noted that the SEC had qualified Elio Motors Regulation A+ offering – the largest to date. Now, StartEngine, the platform on which the offering is being conducted, has announced that Elio Motors has raised...more

1/15/2016 - Offerings Regulation A SEC

SEC Adopts Rules Implementing FAST Act Provisions

The SEC approved interim final rules implementing two provisions of the Fixing America’s Surface Transportation (FAST) Act, adopted by Congress in December, that revise financial reporting forms for emerging growth companies...more

1/14/2016 - Emerging Growth Companies Financial Reporting Fixing America’s Surface Transportation Act (FAST Act) Form S-1 Interim Rule Required Forms SEC

NYC Comptroller Announces 2016 Proxy Access Shareholder Proposals

Some things are as certain as death, taxes and Adobe updates. There will always be a proxy season, and maybe 15 years ago we started to think about ISS. Now the list has grown to include Scott Stringer, Comptroller of the...more

1/12/2016 - ISS Proxy Access Proxy Season Publicly-Traded Companies Shareholder Proposals

Court Tosses Dodd-Frank Retaliation Claim – No Proof of Whistleblowing or Retaliation

In Yang v. Navigators Group, Inc., the Southern District of New York granted summary judgment for the defendant on a dual pronged complaint claiming unlawful retaliation under the Sarbanes-Oxley Act and the Dodd-Frank Act. ...more

1/7/2016 - Dodd-Frank Retaliation Sarbanes-Oxley SEC Summary Judgment Whistleblower Protection Policies

Court Dismisses Case Requesting SEC be Required to Adopt Rules Regarding Disclosure of Political Contributions

The United States District Court for the District of Columbia has dismissed a two-count complaint asking the Court to mandate the SEC be required to adopt rules regarding disclosure of political contributions. The plaintiff...more

1/6/2016 - Administrative Procedure Act Disclosure Political Contributions SEC

NYSE Exempts Early Stage Companies From Having to Obtain Shareholder Approval Before Issuing Shares for Cash to Related Parties

The SEC has approved the NYSE proposal to exempt early stage companies from having to obtain shareholder approval before issuing shares for cash to related parties. Under the revised rules, Sections 312.03(b) and 312.04 of...more

1/4/2016 - Common Stock Early Stage Companies Exemptions NYSE SEC Shareholder Approval

GAO Report Addresses Impact of Dodd-Frank on Community Banks, Credit Unions and Systemically Important Institutions

The Government Accountability Office, or GAO, has released an annual report required by the Dodd-Frank Act. GAO interviewed community banks, credit unions, and industry associations. Those interviewed cited an increase in...more

12/31/2015 - Annual Reports Community Banks Credit Unions Dodd-Frank Financial Institutions GAO

Court Rejects Private Equity Group’s Claims on Put Price in LLC Agreement

The Delaware Court of Chancery recently explained the calculation of a put price for units in PECO Logistics, LLC v. Walnut Investment Partners, L.P. The LLC Agreement provided as following methodology for calculating...more

12/31/2015 - Asset Valuations Corporate Counsel Distribution Rules EBITDA LLC Agreements Sale of Assets

Nasdaq Seeks to Permit Issuers to Regain Compliance Before Delisting for Failure to Hold Annual Meeting

Nasdaq has filed a rule proposal with the SEC to permit it to exercise discretion to grant an extension to regain compliance before delisting a company that fails to hold an annual meeting. In determining whether to grant a...more

12/23/2015 - Annual Meeting Delisting Extensions Nasdaq SEC

SEC Release on Transfer Agents Addresses Restricted Securities and Crowdfunding

The SEC has issued a release soliciting comment on the regulation of transfer agents. After some initial background, it’s divided into two parts. The first is an advance notice of proposed rulemaking, seeking comment on...more

12/23/2015 - Advanced Notice of Proposed Rulemaking (ANPRM) Crowdfunding Public Comment SEC Transfer Agents

Legislators Say SEC Can Work on Political Spending Disclosures

The recently enacted omnibus spending bill, referred to as the Consolidated Appropriations Act, 2016, provides the SEC may not use funds made available under the Act to “finalize, issue, or implement” rules regarding...more

12/22/2015 - Disclosure Requirements Political Campaigns Political Contributions SEC

CFTC Beats Kraft’s Motion to Dismiss on Novel Claim

In the first case of its kind, 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 related Regulation 180.1....more

12/22/2015 - CFTC Commodities Exchange Act Futures Kraft Market Manipulation Motion to Dismiss

SEC Issues Staff Report on Accredited Investor Definition

The SEC issued a staff report on the accredited investor definition. The Dodd-Frank Wall Street Reform and Consumer Protection Act directs the Commission to review the accredited investor definition as it relates to natural...more

12/18/2015 - Accredited Investors Dodd-Frank SEC

SEC Permits EDGAR Test Filings of Crowdfunding Offerings

The SEC is permitting EDGAR test filings of Regulation Crowdfunding offerings. Under new SEC rules that take effect on May 16, 2016, companies will be permitted to offer and sell securities through crowdfunding....more

12/18/2015 - Crowdfunding Disclosure Requirements EDGAR Offerings Popular SEC

ISS Issues 2016 FAQs and Addresses Proxy Access

ISS has issued a U.S. Equity Compensation Plans FAQ, U.S. Executive Compensation Policies FAQ and a U.S. Policies and Procedures FAQ. Here is a rough comparison of the 2015 U.S. Compensation Policies FAQ to the 2016 U.S....more

12/18/2015 - Equity Compensation Executive Compensation ISS Proxy Access Shareholder Proposals

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