Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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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

GE and Others Voluntarily Adopt Proxy Access

GE has voluntarily adopted a proxy access by-law proposal. The by-law permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding common stock continuously for at least three...more

2/12/2015 - Board of Directors Bylaws General Electric Proxy Access Rule Shareholder Proposals Shareholders

SEC Proposes Hedging Disclosures Regarding Directors, Officers and Employees

The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure...more

2/10/2015 - Annual Meeting Board of Directors Disclosure Requirements Dodd-Frank Equity Securities Hedging Proposed Regulation Proxy Statements SEC Securities Exchange Act

Proxy Access: Request to Reconsider Whole Foods; Another Seeks to Avoid NYC Proposal

James McRitchie was the shareholder proponent who submitted a proxy access proposal to Whole Foods. The SEC granted Whole Foods’ request to exclude the proposal. Mr. McRitchie has now requested an appeal to the full...more

12/29/2014 - Appeals Board of Directors Cabot Oil Marathon Oil No-Action Letters Oil & Gas Proxy Season Proxy Statements Shareholder Proposals Shareholders Whole Foods

SEC Commissioner Wonders Whether Harvard Violated Securities Laws

SEC Commissioner Daniel M. Gallagher and Joseph A. Grundfest, Stanford Law School, Rock Center for Corporate Governance, have just published a paper titled “Did Harvard Violate Federal Securities Law? The Campaign Against...more

12/12/2014 - Board of Directors Corporate Governance Harvard University SEC Securities Shareholder Proposals

Whole Foods Can Exclude Proxy Access Proposal

The SEC has granted Whole Foods no action relief to exclude a proxy access proposal submitted under Rule 14a-8. The proponent’s proposal sought a non-binding shareholder resolution to request that the Whole Food’s Board of...more

12/4/2014 - Board of Directors Bylaws No-Action Relief Proxy Access Rule SEC Whole Foods

NYC Pension Fund Submits 75 Proxy Access Proposals

New York City Comptroller Scott M. Stringer, on behalf of the $160 billion New York City Pension Funds, has submitted proxy access shareowner proposals to 75 companies. The proposals request a bylaw to give shareowners who...more

11/14/2014 - Board of Directors Bylaws Diversity Executive Compensation Oil & Gas Pensions Private Utility Proxy Access Rule Proxy Season Shareholder Rights Shareholders

OCC Specifies ‘Heightened Expectations’ for Board of Director Oversight Responsibilities for Large Banks

The Office of the Comptroller of the Currency, or OCC, has adopted guidelines, issued as an appendix to its safety and soundness standards regulations, establishing minimum standards for the design and implementation of a...more

9/4/2014 - Banks Board of Directors Corporate Governance Depository Institutions Federal Savings Associations OCC

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

D&O Questionnaire Update Forms For 2014

The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more

12/2/2013 - Bad Actors Board of Directors Corporate Officers Directors Disclosure Requirements Proxy Statements Rule 506 Offerings SEC

Nasdaq Amends Compensation Committee Proposal

Nasdaq recently amended its rule proposal related to compensation committees required by the Dodd-Frank Act. While the substance of the proposal did not change too much, the transition requirements did, and became more...more

12/24/2012 - Board of Directors Compensation Committee Dodd-Frank Nasdaq

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