Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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SEC Updates Form ADV

The SEC has adopted final rules requiring investment advisers to provide additional information on Form ADV and other matters. The final rules: - require information about an investment adviser’s separately managed...more

8/25/2016 - Filing Requirements Final Rules Financial Sector Form ADV Investment Adviser Investment Advisers Act of 1940 Investment Management Registration Reporting Requirements SEC Umbrella Registration

SEC Busts Apollo for Disclosure and Supervisory Failures

The SEC charged four private equity fund advisers affiliated with Apollo Global Management for misleading fund investors about fees and a loan agreement and failing to supervise a senior partner who charged personal expenses...more

8/23/2016 - Enforcement Actions Fees Investment Adviser Investment Advisers Act of 1940 Loan Agreements Private Equity Funds SEC Securities Violations

FINRA Relaxes Rules for M&A and Private Placement Brokers

The SEC has approved a series of FINRA rules that are meant to simplify regulation of firms engaged as M&A brokers and those who conduct other limited activities. While the rules may be simpler, it still looks like a...more

8/19/2016 - Advisory Opinions Capital Raising Financial Sector FINRA Investment Adviser M&A Brokers Private Placements Registration Requirement Securities Securities Exchange Act

Secondary Trading in Regulation A+ Securities; $4.4 Million Committed by Investors Under Regulation Crowdfunding

In connection with the SEC meeting of the Advisory Committee on Small and Emerging Companies, the SEC posted a presentation which deals in part on secondary trading of Regulation A+ securities. Among other things, it includes...more

7/20/2016 - Capital Raising Crowdfunding Emerging Growth Companies FINRA Funding Portal Regulation A SEC Secondary Markets Securities

SEC Clarifies Relationship between HSR Investment Intent and 13D/G Status

The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G. The CDI poses...more

7/15/2016 - Beneficial Owner Corporate Governance Exemptions Filing Requirements Hart-Scott-Rodino Act Publicly-Traded Companies Reporting Requirements Schedule 13D SEC Shareholders

SEC Amends Rules for Administrative Proceedings

The SEC has approved a final rule amending its rules of practice for administrative proceedings. Among other things, the final rules would adjust the timing of administrative proceedings and give parties additional...more

7/14/2016 - Administrative Proceedings Depositions Disclosure Enforcement Actions Evidence Final Rules SEC Securities Litigation

First Inline XBRL Filing Made with SEC

Lennar Corporation became the first to make a filing using the SEC’s newly permitted Inline XBRL format in this Form 10-Q. The SEC permitted use of the new format in an order dated June 13, 2016. Inline XBRL requires...more

7/13/2016 - Disclosure Requirements Dodd-Frank Form 10-Q Publicly-Traded Companies SEC XBRL Filing Requirements

Typical SEC Comments on Merger Proxy Statements

A review of recent SEC comments on merger proxy statements indicates many of these comments were typical, and some are variations on a theme: Rule 14a-6(a) requires that the form of proxy be on file for ten calendar...more

7/11/2016 - Disclosure Requirements Dodd-Frank Mergers Proxy Statements Publicly-Traded Companies SEC Shareholders

Fix Crowdfunding Act and Venture Capital Bill Pass House

The Fix Crowdfunding Act (H.R. 4855) passed the House of Representatives by a vote of 394 to 4. It doesn’t look much like the original bill we reported on here. As passed by the House, the bill allows special purpose...more

7/6/2016 - Capital Raising Crowdfunding Exemptions Investment Company Act of 1940 Investment Funds JOBS Act Proposed Legislation Section 203 Startups Venture Capital

Successful Two-Step Tender Offer has the Same Revlon Cleansing Effect as a Stockholder Vote

The plaintiffs in In Re Volcano Corp. Stockholder Litigation were former public stockholders of a company that was acquired for $18 per share in an all-cash merger. Just five months prior, the target company had declined an...more

7/5/2016 - Breach of Duty Controlling Stockholders Delaware General Corporation Law Fiduciary Duty Merger Agreements Revlon Standard Shareholder Litigation Standard of Review Stocks

SEC Approves Nasdaq Golden Leash Disclosure Rule

The SEC has approved Nasdaq’s proposed Rule 5250(b)(3) regarding disclosure of so called golden leash arrangements. The Rule requires each listed company to publicly disclose the material terms of all agreements or...more

7/5/2016 - Corporate Governance Disclosure Requirements Executive Compensation Financial Markets Form 10-K Golden Leash Arrangements Nasdaq Proxy Statements Publicly-Traded Companies SEC Stock Exchange

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 Popular 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

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