Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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Examples of Brexit Disclosures in SEC Filings

As Broc Romanek noted on the TheCorporateCounsel.net, a number of SEC filings discussing Brexit have been made. I have noted some of the disclosures below, focusing on those that have been made since the vote result was...more

6/30/2016 - Disclosure Requirements EU Form 10-K Form 10-Q Form 8-K Medtronic Member State Publicly-Traded Companies Referendums UK UK Brexit

SEC Proposes Rule Requiring Investment Advisers to Adopt Business Continuity and Transition Plans

In its third rulemaking in two days without holding a meeting, the SEC proposed a new rule that would require registered investment advisers to adopt and implement written business continuity and transition plans. The...more

6/29/2016 - Business Continuity Plans Financial Markets Financial Sector Investment Adviser Registered Investment Advisors SEC

Court Holds Drafting Contracts Violates Sarbanes-Oxley

Section 802 of the Sarbanes-Oxley Act added the following provision to 18 U.S.C. § 1519: “Sec. 1519. Destruction, alteration, or falsification of records in Federal investigations and bankruptcy - Whoever knowingly...more

6/28/2016 - Consumer Bankruptcy Criminal Conspiracy Falsified Documents Government Investigations Honest Services Fraud Political Corruption Sarbanes-Oxley Tax Fraud

SEC Adopts Resource Extraction Rules

Responding to a court order, the SEC adopted rules to require resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas or minerals. The rules, mandated by the...more

6/28/2016 - Disclosure Requirements Dodd-Frank Final Rules Mineral Extraction Natural Resources Oil & Gas Resource Extraction SEC Transparency XBRL Filing Requirements

SEC Proposes Increasing Threshold to Qualify as a Smaller Reporting Company

The SEC has proposed amendments that would increase the financial thresholds in the “smaller reporting company” definition. The proposal to update the definition would expand the number of companies that qualify as smaller...more

6/28/2016 - Disclosure Requirements Emerging Growth Companies Filing Requirements Fixing America’s Surface Transportation Act (FAST Act) Popular Regulation S-K Regulation S-X Reporting Requirements Sarbanes-Oxley SEC Section 404 Small Business Threshhold Requirements

Tesla, SolarCity and Social Media

Tesla, in an offer to acquire SolarCity, appears to be the first to announce a major proposed acquisition by a blog post. Since an 8-K was also filed, it can’t be sole proof that social media is a recognized distribution...more

6/22/2016 - Acquisition Agreements Auto Manufacturers Automotive Industry Elon Musk Form 8-K Publicly-Traded Companies Regulation FD Social Media Tesla

Pending Legislation Would Streamline Regulation of Private Equity

On June 16, 2016, the House Financial Services Committee approved the Investment Advisers Modernization Act of 2016 (H.R. 5424) as part of a package of several economic growth bills. The bill passed with a vote of 47-12 and...more

6/20/2016 - Accredited Investors Advertising Investment Investment Adviser Investment Advisers Act of 1940 Investors Legislative Committees Private Equity Private Funds Proposed Legislation

Court Rejects Regulation A+ Challenge

The States of Montana and Massachusetts had previously challenged Regulation A+’s preemption of state securities registration and qualification requirements in Tier-2 offerings. The United States Court of Appeals for the...more

6/15/2016 - Administrative Procedure Act Blue Sky Laws Capital Raising Chevron Deference Crowdfunding Financial Sector JOBS Act Preemption Regulation A Securities

SEC Brings First Action under Dodd-Frank Municipal Advisor Antifraud Rules

Two California-based municipal advisory firms and their executives have agreed to settle SEC charges that they used deceptive practices when soliciting the business of five California school districts....more

6/14/2016 - Dodd-Frank Fraud Hiring & Firing MSRB Municipal Advisers Public Entities School Districts SEC Service Contracts Solicitation Unfair or Deceptive Trade Practices

SEC Sets Disclosure Expectations as New Revenue Recognition Standard Implementation Nears

Speaking at a conference, Wesley R. Bricker, SEC Deputy Chief Accountant gave his views on appropriate disclosure as public companies approach implementation of the new revenue recognition standard. According to Mr....more

6/10/2016 - Disclosure Requirements ICFR Investors Reporting Requirements SEC

8th Circuit Dismisses Sarbanes-Oxley and Dodd-Frank Retaliation Claims

In Beacom v. Oracle America, Inc., the United States Court of Appeals for the Eight Circuit considered retaliation claims under Sarbanes-Oxley and Dodd-Frank. The essence of the matter was a business unit of Oracle...more

6/9/2016 - Dodd-Frank Oracle Retaliation Revenue Sarbanes-Oxley Securities Violations Stock Prices

Republicans Announce Plans to Replace Dodd-Frank

House Financial Services Committee Chairman Jeb Hensarling (R-TX) unveiled details of the Financial CHOICE Act – the Republican plan to replace the Dodd-Frank Act and promote economic growth. CHOICE stands for Creating Hope...more

6/7/2016 - CFPB Chevron Deference Disclosure Requirements Dodd-Frank Financial Sector FSOC Insider Trading MSRB PCAOB Proposed Legislation Regulatory Oversight Reporting Requirements SEC Securities Fraud SIFIs

Nasdaq Golden Leash Proposal

Nasdaq recently extended the comment period for its proposed disclosure requirements on golden leash arrangements. Some may wonder why the proposal is controversial. For an answer, please see the post submitted by in-house...more

6/6/2016 - Comment Period Executive Compensation Golden Leash Arrangements Nasdaq Public Disclosure SEC

SEC Charges Private Equity Advisor for Acting as an Unregistered Broker

The SEC has charged a registered private equity fund adviser and its principal for receiving transaction-based compensation for the provision of brokerage services in connection with the acquisition and disposition of...more

6/2/2016 - Enforcement Actions Investment Adviser Private Equity SEC Transaction-Based Compensation Unregistered Brokers

SEC Issues Guidance on What Makes Non-GAAP Measures Misleading

The SEC issued four new Compliance and Disclosure Interpretations on non-GAAP financial measures. According to the CDIs: - Certain adjustments, although not explicitly prohibited, may result in a non-GAAP measure that...more

5/18/2016 - CDIs Non-GAAP Financial Measures SEC

Crowdfunding Begins With 17 Issuers

Monday May 16, 2016 was the first day JOBS Act Title III crowdfunding could be used. Below are links to some portals and other information....more

5/17/2016 - Capital Raising Crowdfunding FINRA Funding Portal JOBS Act Offerings SEC Title III

SEC Enforcement Chief Gives Update on Private Equity

Andrew Ceresney, Director, SEC Division of Enforcement, gave his views on the SEC private equity enforcement initiative at a conference. Mr. Ceresney set forth the various categories of enforcement cases, which at this...more

5/16/2016 - Dodd-Frank Financial Markets Investment Adviser Investment Advisers Act of 1940 Private Equity SEC

SEC Approves PCAOB Rule Requiring Audit Partners to be Identified

The SEC has approved a proposed PCAOB rule requiring identification of audit engagement partners and certain other audit participants....more

5/10/2016 - Audits Disclosure Requirements Partnerships PCAOB SEC

SEC Opinion Examines Reasonable Belief and Accredited Investor Status

The SEC opinion In the Matter of Joseph P. Doxey examines compliance with Rule 506 in an alleged unlawful offering of stock totaling $57,654. The administrative law judge on summary disposition determined that Mr. Doxey...more

5/9/2016 - Accredited Investors ALJ Registration Requirement Regulation D Rule 501 Rule 502 Rule 506 Offerings SEC Securities Act of 1933 Securities Fraud Stocks

Treasury to Propose Legislation Requiring Beneficial Ownership Reporting At Time of Entity Formation

The U.S. Department of the Treasury has announced its intention to propose legislation requiring reporting of beneficial ownership at the time a new entity is formed. According to Treasury: “The Administration is...more

5/9/2016 - AML-CTF Beneficial Owner Business Formation Reporting Requirements U.S. Treasury

Fed Wants Limits on Qualified Financial Contracts of Large Banks

The Board of Governors of the Federal Reserve System is inviting comment on a proposed rule to promote U.S. financial stability by improving the resolvability and resilience of systemically important U.S. banking...more

5/4/2016 - Banking Sector Comment Period Consumer Financial Contracts Covered Entities Dodd-Frank Federal Reserve Financial Institutions Global Systemically Important Financial Institutions (GSIFI)

First Crowdfunding Portal Application Appears on EDGAR

CFS, LLC became the first crowdfunding portal application available on EDGAR. Actually, the initial application and two amendments are available. The company will conduct business under the name uFundingPortal and its website...more

5/2/2016 - Capital Raising Crowdfunding EDGAR Funding Portal SEC

Legislation Amending Volcker Rule Passes in House

The Investor Clarity and Bank Parity Act (HR 4096) passed in the U.S. House of Representatives. The Volcker Rule adopted by the regulators limited the ability of bank holding companies and their affiliates, including...more

4/28/2016 - Banks Covered Funds Dodd-Frank Investment Adviser Proposed Legislation Volcker Rule

OFR Analyzes Changes in Regulatory Use of Credit Ratings Since Dodd-Frank

Treasury’s Office of Financial Research has released a brief entitled “Credit Ratings in Financial Regulation: What’s Changed Since the Dodd-Frank Act?” The introductory statement notes “The use of credit ratings in financial...more

4/25/2016 - Banking Sector Credit Ratings Dodd-Frank OFR U.S. Treasury

New Proposed Rules on Banker Incentive Compensation Released

The National Credit Union Administration, or NCUA, became the first of six Agencies to unveil a revised rule proposal under Section 956 of the Dodd-Frank Act: prohibiting incentive-based payment arrangements that the...more

4/22/2016 - Banks Clawbacks Corporate Governance Disclosure Requirements Dodd-Frank FDIC FHFA Gramm-Leach-Blilely Act Incentive Compensation NCUA OCC Policies and Procedures Recordkeeping Requirements Risk Management SEC

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