Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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SEC Finds Pre-IPO Transactions Were Unlawful Security-Based Swaps

The SEC announced that Equidate Inc. agreed to settle charges that it violated federal securities laws by failing to register security-based swaps that were offered and sold online to shareholders in pre-IPO companies....more

12/7/2016 - Commodities Exchange Act Dodd-Frank Financial Markets Financial Sector Registration Requirement Registration Statement SEC Securities Violations Security-Based Swaps Swaps

The Domestic Corrupt Practices Act Arrives According to the SEC

The Securities and Exchange Commission announced that the parent company of United Airlines has agreed to pay $2.4 million to settle charges for providing a public official with more convenient flight options. The parent...more

12/5/2016 - Airlines Airports Books & Records Bribery Corruption Criminal Prosecution Non-Prosecution Agreements Port Authority Public Officials SEC United Airlines White Collar Crimes

CFPB Outlines Expectations on Incentive Compensation

The CFPB issued a bulletin warning supervised financial companies that creating incentives for employees and service providers to meet sales and other business goals can lead to consumer harm if not properly managed....more

12/1/2016 - Banking Sector Bonuses CFPB Financial Institutions Incentive Compensation

GAMCO Folds on Rejection of Proxy Access Nominee

As previously noted, National Fuel Gas had rejected a proxy access nominee submitted by GAMCO Asset Management Inc. because of non-conformance with National Fuel’s proxy access by-law. Many wondered what would happen next. ...more

11/29/2016 - Board of Directors Bylaws Non-Conforming Use Proxy Access Proxy Voting Guidelines Shareholders

SEC Issues Report on Modernization and Simplification of Regulation S-K Required by FAST Act

Section 72003 of the FAST Act directs the SEC to carry out a study of Regulation S-K’s requirements and to consult with the Commission’s Investor AdvisoryCommittee (the “IAC”) and Advisory Committee on Small and Emerging...more

11/28/2016 - Disclosure Requirements Emerging Growth Companies Fixing America’s Surface Transportation Act (FAST Act) Investor Advisory Committee Publicly-Traded Companies Regulation S-K SEC

First Proxy Access Nominee Rejected

GAMCO Asset Management Inc. made the news when it became the first to submit a nominee for National Fuel Gas’ board of directors using a proxy access by-law. National Fuel Gas has now rejected the nominee because the...more

11/28/2016 - Board of Directors Bylaws Director Nominations Nominee Directors Proxy Access Proxy Access Rule

Conflict Minerals Legislation Coming to the EU

According to this Reuters article and a blog by Elm Sustainability Partners LLC, an informal deal for EU conflict minerals legislation has been reached. The final text will be voted on by the member states on December 7,...more

11/28/2016 - Conflict Mineral Rules Corporate Counsel Disclosure Requirements Due Diligence EU Foreign Policy Mineral Extraction Minerals Pending Legislation Reporting Requirements Resource Extraction Transparency Directive

ISS Announces 2017 Benchmark Policy Updates

ISS has announced its 2017 policy changes. Some key changes for the U.S. are discussed below. Restrictions on Binding Shareholder Proposals. ISS has adopted a new policy when shareholders do not have the ability to...more

11/22/2016 - Benchmarks Bylaws ISS SEC Shareholder Proposals

Trump Risk Factors Begin to Appear in SEC Documents

Risk factors related to uncertainties resulting from possible policies that may be implemented by President-elect Trump have begun to appear in SEC filings...more

11/21/2016 - Clean Power Plan Donald Trump Energy Sector EU Filing Requirements Financial Markets Form 10-Q Form S-1 NAFTA Presidential Elections Referendums Renewable Energy SEC Securities Tax Credits Trade Policy Trump Administration UK UK Brexit Wind Power

Repeal Dodd-Frank in a Spending Bill?

Something must be afoot inside the Beltway, because Sen. Sherrod Brown (D-OH) and Rep. Maxine Waters (D-CA) sent a letter to Senate and House leaders stating they will oppose ideological policy riders to year-end funding...more

11/18/2016 - CFPB Dodd-Frank Financial Institutions Financial Sector FSOC Funding

A Window into Trump’s SEC?

Insights into an SEC composed of Trump appointees can be gleaned from Financial Services Committee Chairman Jeb Hensarling’s (R-TX) opening statements at a committee hearing on SEC oversight, with testimony by outgoing SEC...more

11/16/2016 - Administrative Appointments Capital Formation Crowdfunding Disclosure Requirements Dodd-Frank Donald Trump Financial Sector Financial Services Industry Fixing America’s Surface Transportation Act (FAST Act) JOBS Act Mutual Funds Presidential Elections SEC Small Business Startups

CFTC Approves Final Rule for Filing Chief Compliance Officer Annual Reports

The CFTC approved a final rule amending a CFTC regulation addressing the timing for filing chief compliance officer annual reports for certain registrants. The final rule amends CFTC regulation 3.3 to provide futures...more

11/14/2016 - Annual Reports CFTC Chief Compliance Officers Commodities Filing Requirements Final Rules Financial Sector Futures Major Swap Participants Swap Dealers

SEC Grants Broker-Dealers Relief under New Lease Accounting Standard

To perhaps oversimplify things greatly, the new GAAP for lease accounting will require operating leases to be recorded on the balance sheet much like the current treatment for capital leases. This shift in GAAP could wreak...more

11/14/2016 - Accounting Controls Accounting Standards Balance Sheets Broker-Dealer GAAP Operating Lease SEC Securities Exchange Act

Trump and the Repeal of Dodd-Frank

Observers widely believe President-Elect Trump will attempt to dismantle much of the Dodd-Frank Act. While to many it is an interesting idea, it may not have the consequences many believe. Take, for instance, the...more

11/11/2016 - Clawbacks Conflict Mineral Rules Dodd-Frank Donald Trump Executive Compensation ISS Presidential Elections Presidential Nominations Rule 14a-8 Say-on-Pay SEC Supply Chain Universal Proxy Cards

New C&DI’s on Fee Calculations and Form S-8

The SEC issued three new C&DIs on fee calculations: Question 240.11 - Question: An issuer has a Form S-8 on file that registers shares of common stock to be issued upon the exercise of outstanding options. ...more

11/10/2016 - C&DIs Corporate Issuers Filing Fees Form S-8 Preferred Shares Registration Statement SEC Securities Stock Options Transfers

ISS Announces Pay-for-Performance Methodology Updates for 2017

ISS announced changes to the methodology underlying its pay-for-performance models for companies in the U.S. and other markets to take effect Feb. 1, 2017. ISS will present relative evaluations of return on equity,...more

11/9/2016 - EBITDA ISS Pay-for-Performance Proxy Season Proxy Voting Guidelines Publicly-Traded Companies Return on Equity Total Shareholder Return (TSR)

SEC Charges Issuer with Inadequate Segment Reporting

The SEC charged PowerSecure International, Inc. with matters related to inadequate segment reporting in a settled enforcement action. PowerSecure did not admit or deny the SEC’s findings. According to the SEC,...more

11/8/2016 - Disclosure Requirements Executive Compensation Form 10-K GAAP Publicly-Traded Companies SEC

The SEC's Proposed Universal Proxy Rule: Beneficial to Shareholders or Tilting the Result toward Activist Investors?

Under current law and practice, a shareholder of a public company that is asked to vote in a contested election of directors where a slate of directors had been proposed by the company and an activist investor would likely...more

11/3/2016 - Activist Investors Board of Directors Proxy Voting Guidelines Publicly-Traded Companies SEC Shareholders Universal Proxy Cards

No Need to Mail Annual Reports to SEC if . . .

As many know, Exchange Act Rule 14a-3(c) and Rule 14c-3(b) require registrants to mail seven copies of the annual report sent to security holders to the Commission “solely for its information.” A similar provision in Form...more

11/3/2016 - Annual Reports CD&I EDGAR Form 10-K SEC

ISS Announces Rebranded Governance Rating System and New Factors

ISS has announced the adoption of QualityScore, a benchmark of corporate governance. QualityScore was previously known as QuickScore, and before that by the monikers “GRId” and “CGQ.” For US companies, the following is a...more

11/2/2016 - Benchmarks Bylaws Corporate Governance Directors Diversity Fee-Shifting Forum ISS Proxy Access Shareholders Succession Planning Venue

Revised SEC Rule 504 and Minnesota Offerings

The SEC recently revised Rule 504 of Regulation D to increase the amount of securities that can be offered in any 12-month period from $1,000,000 to $5,000,000. Among other things, Rule 504 allows companies to solicit or...more

10/31/2016 - Capital Raising Crowdfunding Financial Markets Financial Sector Public Offerings Registration Statement Regulation D Rule 504 SEC Securities Act of 1933

The SEC’s Proposed Universal Proxy Rule: Beneficial to Shareholders or Tilting the Result toward Activist Investors?

Under current law and practice, a shareholder of a public company that is asked to vote in a contested election of directors where a slate of directors had been proposed by the company and an activist investor would likely...more

10/28/2016 - Activist Investors Proxy Contests Proxy Voting Guidelines Publicly-Traded Companies SEC Shareholder Votes Shareholders

ISS Launches 2017 ISS Benchmark Policy Comment Period

ISS announced the launch of its 2017 benchmark voting policy consultation period. The open comment period, which will solicit views from governance stakeholders globally on certain proposed voting policies for 2017, will run...more

10/28/2016 - Benchmarks Comment Period IPO ISS Preferred Shares Publicly-Traded Companies Shareholder Proposals Shareholders

New SEC Rules for Intrastate and Regional Securities Offerings

The SEC has adopted final rules to modernize intrastate securities offerings under Rule 147, adopted new Rule 147A to broaden the availability of the existing safe harbor for intrastate securities offerings and amended Rule...more

10/27/2016 - Crowdfunding Exemptions Financial Markets Financial Sector Public Offerings Regulation D Rule 147 Rule 504 Safe Harbors SEC Securities Securities Act Transacting Intrastate Business

SEC Exams Looking for Whistleblower Violations

SEC staff in the Office of Compliance Inspections and Examinations are examining compliance with key whistleblower provisions arising out of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The staff is...more

10/25/2016 - Broker-Dealer Confidentiality Agreements Dodd-Frank Enforcement Actions Financial Sector Investment Adviser Rule 21F SEC Securities Violations Whistleblowers

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