Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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End-Users Are Dodd-Frank Collateral Damage According To CFTC Commissioner

CFTC Commissioner J. Christopher Giancarlo recently delivered remarks where he stated “Unfortunately, caught up in some of the collateral damage surrounding the Dodd-Frank reforms were the traditional commodity and energy...more

1/30/2015 - Agriculture CFTC Dodd-Frank End-Users Energy Sector Financial Regulatory Reform Market Participants Nonbank Firms Threshhold Requirements

PCAOB Alerts on Deficiencies in Broker-Deal Audits

The first five inspections of broker-dealer audit and new attestation engagements subject to PCAOB standards show deficiencies in the auditors’ application of these standards according to the PCAOB. The requirement to...more

1/29/2015 - Annual Reports Auditors Audits Broker-Dealer PCAOB SEC

SEC Grants Second Bad Actor Waiver With Conditions

SEC Commissioner Kara Stein recently described what many saw as a possible model for harsher bad actor waivers after settling a matter with the SEC. According to Ms. Stein “The waiver was for a limited time, and only if...more

1/28/2015 - Bad Actors Enforcement Actions Oppenheimer & Co. Rule 506 Offerings SEC Waivers

Business Roundtable Gives ISS its Views on Proxy Access

The SEC Division of Corporation Finance recently informed public companies that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season. The Corp Fin decision leaves public companies...more

1/26/2015 - "Rule 14a-8 Corporate Governance Glass Lewis ISS Proxy Access Rule Proxy Season Publicly-Traded Companies SEC Shareholder Proposals Shareholders

Amicus Briefs Pour in for Wal-Mart Shareholder Proposal Case

Amicus briefs are pouring in in favor of Wal-Mart in its appeal to the Third Circuit. Wal-Mart appealed the United States District of Delaware’s decision that denied Wal-Mart the right to exclude a shareholder proposal...more

1/26/2015 - Appeals Corporate Governance Investment Funds NAM No-Action Letters SEC Shareholder Litigation Shareholder Proposals Shareholders Wal-Mart

Interchange Fee Battle Comes to an End

The United States Supreme Court has denied a petition for a writ of certiorari in NACS, fka National Association of Convenience Stores, et al., v. Board of Governors of the Federal Reserve System. The denial effectively ends...more

1/22/2015 - Debit Cards Federal Reserve Interchange Fees NACS v Federal Reserve Board Petition for Writ of Certiorari Retailers SCOTUS

2nd Circuit Says MD&A Rules Provide Basis for 10b-5 Claims

In Stratte-McClure v. Morgan Stanley et al, the Second Circuit held that MD&A rules set forth in Item 303 of Regulation S-K can give rise to a Rule 10b-5 claim. In so doing, the Second Circuit split with the Ninth Circuit...more

1/19/2015 - Credit Default Swaps Material Disclosures Morgan Stanley Public Disclosure Regulation S-K Section 10(b)-5

No More SEC No-Action Letters on Proxy Access Proposals

Responding to investor pressure, and pressure by shareholder proponents, the SEC Division of Corporation Finance issued this statement: “In light of Chair White’s direction to the staff to review Rule 14a-8(i)(9) and...more

1/19/2015 - Mary Jo White No-Action Letters Proxy Season SEC Shareholder Proposals Shareholders

Wal-Mart Explains Exclusion of Shareholder Proposal to Third Circuit

Wal-Mart appealed the United States District of Delaware’s decision that denied Wal-Mart the right to exclude a shareholder proposal submitted by Trinity Wall Street. The District Court held that the SEC was incorrect when...more

1/16/2015 - No-Action Letters SEC Shareholder Litigation Shareholder Proposals Shareholders Wal-Mart

Chancery Explains New Delaware Statute of Limitations

In Bear Stearns Mortgage Funding Trust 2006-SL1 v. EMC Mortgage LLC et al, the Delaware Court of Chancery explained the operation of Section 8106(c) of the Delaware statutes for the first time. The results are surprising to...more

1/14/2015 - Bear Sterns Breach of Contract Merger Agreements Purchase Agreement Representations and Warranties Statute of Limitations

New Legislation Exempts Swap End Users From Margin Requirements

The House and Senate have passed legislation which provides that swap end-users do not have to provide initial and variation margin for uncleared swaps as previously required by the Dodd-Frank Act. The provision is...more

1/12/2015 - Dodd-Frank Exemptions Margin Requirements New Legislation Swaps TRIA

Institutional Investors Not Amused by Proxy Access Exclusions

Some public companies have requested the SEC to permit exclusion of proxy access proposals by stating the shareholder proposal directly conflicts with the issuers own proposal that will be included in the proxy statement. ...more

1/12/2015 - No-Action Relief Proxy Access Rule Proxy Statements Publicly-Traded Companies SEC Shareholder Proposals Whole Foods

Democrats Fend Off Changes to Volker Rule and Derivative Matters

The political gamesmanship has begun. According to Maxine Walters “Republicans attempted to move a package of 11 bills that contained controversial changes to provisions relating to derivatives and Volcker rule. The...more

1/8/2015 - Bank Holding Company Covered Funds Derivatives Federal Reserve Legislative Agendas Political Parties Prudential Regulation Authority Volcker Rule

Wal-Mart Appeals Denial of Exclusion of Shareholder Proposal

Wal-Mart has appealed the United States District of Delaware’s decision which denied Wal-Mart the right to exclude a shareholder proposal submitted by Trinity Wall Street. The District Court held that the SEC was incorrect...more

1/8/2015 - Appeals Corporate Governance No-Action Letters SEC Shareholder Litigation Shareholder Proposals Shareholders Wal-Mart

ISDA Survey Finds End Users Uncertain About New Margin Requirements

Derivatives end users are concerned about the impact of new margin requirements for non-cleared derivatives, with a large number unsure whether they will even have to comply with the rules, according to a survey published by...more

1/7/2015 - CFTC Derivatives ISDA Margin Requirements Proposed Standards Swaps

Crowdfunding Coming to Minnesota

A group has announced plans to introduce a bill that would permit the use of advertising and general solicitation in securities offerings to Minnesota residents. The bill refers to such offerings as “MNvest Offerings”...more

1/5/2015 - Crowdfunding Entrepreneurs Funding Popular Securities Startups

Federal Insurance Office Releases Reinsurance Report

The U.S. Department of the Treasury’s Federal Insurance Office, or FIO, released its report on the Breadth and Scope of the Global Reinsurance Market and the Critical Role Such Market Plays in Supporting Insurance in the...more

1/5/2015 - Dodd-Frank Information Reports Reinsurance U.S. Treasury

Fed Issues Volker Rule FAQs

The Federal Reserve Board has issued FAQs on the Volker Rule set forth in Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The FAQs mirror other FAQs issued by Office of the Comptroller of the...more

1/2/2015 - CFTC Dodd-Frank FDIC Federal Reserve OCC SEC Volcker Rule

NAM Files Supplemental Brief in Conflict Minerals Rehearing

The National Association of Manufactures, the Chamber of Commerce of the United States of America and the Business Roundtable have filed their supplemental brief in the conflict minerals rehearing. NAM et al ask the court to...more

12/30/2014 - Conflict Mineral Rules Disclosure Requirements Evidentiary Hearings NAM SEC

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

ISS Issues FAQs on Independent Chair Policy and Equity Plan Scorecard

ISS previously issued its 2015 policy updates. ISS has now issued FAQs on the independent chair policy and the Equity Plan Scorecard....more

12/29/2014 - Corporate Governance Equity Plans Independent Boards ISS

Marathon Oil Seeks To Head Off New York City’s Proxy Access Proposal

As previously noted, 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...more

12/24/2014 - Bylaws Directors Marathon Oil Proxy Access Rule Shareholder Proposals Shareholders

Others May Seek Swap Reporting Delay Like Southwest

Reuters has an interesting article about a no-action letter the CFTC issued to Southwest Airlines to permit a 15 calendar day delay in reporting oil derivative transactions. Southwest apparently convinced the CFTC that rapid...more

12/23/2014 - Airlines CFTC Derivatives Hedges No-Action Letters Oil & Gas Reporting Requirements Southwest Airlines

3rd Circuit Holds Dodd-Frank Retaliation Claim Subject to Arbitration

In Khazin v. TD Ameritrade the United States Court of Appeals for the Third Circuit held that securities-related retaliation claims brought under Dodd-Frank pursuant to 15 U.S.C. § 78u-6(h)(1)(B)(i) are subject to arbitration...more

12/22/2014 - Appeals Arbitration Arbitration Agreements Dodd-Frank Retaliation Securities TD Ameritrade

Delaware Supreme Court Says Window Shopping Without Auction Enough in C&J-Nabors Case

In November, the Delaware Chancery Court agreed to temporarily bar C&J Energy Services Inc. investors from voting on a proposed merger between C&J and the hydraulic fracturing and well-sealing units of Nabors Industries Ltd. ...more

12/22/2014 - Auction Energy Sector Injunctions Merger Agreements Revlon Standard

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