Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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Latest Publications


ISS Updates Equity Plan Scorecard and Governance QuickScore

ISS has issued a series of 26 FAQs on its Equity Plan Scorecard, or EPSC. The basic EPSC policy has not changed, but effective for meetings as of Feb. 1, 2016, the FAQs state the following adjustments will apply to EPSC...more

11/23/2015 - Equity Plans IPO ISS Proxy Access QuickScore

SEC Preparing to Move Forward on Accredited Investor Definition

SEC Chair Mary Jo White gave testimony before the House of Representatives Committee on Financial Services. Ms. White stated the staff is “engaged in a comprehensive review of the “accredited investor” definition. That...more

11/23/2015 - Accredited Investors Financial Services Industry Investment SEC Unregistered Securities

SEC Qualifies Largest Crowdfunding Offering Ever; Offered On StartEngine

The SEC has qualified the Regulation A+ offering of Elio Motors which plans to make small cars costing about $7,000. Elio plans a maximum offering size of $25 million. The offering is being made through the facilities of...more

11/23/2015 - Automotive Industry Crowdfunding Offerings Popular Regulation A SEC

“Recidivist” Custody Rule Violators Settle SEC Charges

The SEC announced that an investment advisory firm, two owners, and a former chief compliance officer have agreed to settle charges that the firm again violated the custody rule after being reprimanded for violations only a...more

11/20/2015 - Custody Rule Enforcement Actions Financial Markets SEC Verification Requirements

ISS Issues 2016 Policy Updates

ISS has issued the following policy updates for 2016. Overboarding - Current ISS policy considers a director “overboarded” if he or she sits on more than six public company boards – or if he or she is also a CEO,...more

11/20/2015 - Board of Directors ISS Proxy Access Publicly-Traded Companies Shareholder Rights

CFTC Report Indicates CFTC Botched Swap Dealer De Minimis Exemption

CFTC staff issued a preliminary report regarding the swap dealer de minimis exception. Under CFTC rules, market participants who exceed $8 billion in gross notional swap dealing activity over a twelve-month period are...more

11/19/2015 - CFTC De Minimus Quantity Exemption Dodd-Frank Financial Markets Swap Dealers

How Many Regulation A+ Offerings Has the SEC Qualified?

Registered statements are “declared effective” by the SEC; Regulation A+ offering documents are “qualified” by the SEC, and when it happens an EDGAR document called “QUALIF” is generated. Per my review, the following...more

11/19/2015 - EDGAR Offering Statements Publicly-Traded Companies Regulation A SEC

SEC Says Self-Reporting Required for Deferred Prosecution or Non-Prosecution Agreement

At a recent conference focused on FCPA matters, Andrew Ceresney, Director, SEC Division of Enforcement, focused on the benefits of self-reporting and cooperating with the SEC on FCPA matters. Mr. Ceresney noted that the...more

11/18/2015 - Deferred Prosecution Agreements FCPA Investigations Non-Prosecution Agreements SEC Self-Reporting

SEC Updates EDGAR to Accommodate Regulation Crowdfunding

The SEC has released an updated draft EDGAR filer manual. According to the draft manual, EDGAR will be updated to include the following new submission form types required by Regulation Crowdfunding...more

11/16/2015 - Crowdfunding EDGAR Offering Statements Offerings SEC

MSRB Publishes Compliance Advisory for Municipal Advisors

The Municipal Securities Rulemaking Board, or MSRB, published its first Compliance Advisory for Municipal Advisors, developed to assist municipal advisors with understanding and implementing the regulatory framework created...more

11/16/2015 - Compliance Dodd-Frank Financial Markets MSRB Municipal Advisers

SEC Finalizes Regulation Crowdfunding – Additional Funding Portal Requirements

The United States Securities and Exchange Commission has issued final rules on Regulation Crowdfunding. This post analyzes the “Additional Funding Portal Requirements” and “Miscellaneous” sections of the SEC’s adopting...more

11/12/2015 - Crowdfunding Funding Portal JOBS Act Offerings SEC

MSRB Considering T+2 for Munis

The Municipal Securities Rulemaking Board, or MSRB, is seeking public comment on a proposal to facilitate shortening the settlement cycle for transactions in municipal securities in response to a securities industry-led...more

11/11/2015 - Corporate Bonds Equity Securities MSRB Municipal Securities Market SIFMA

MSRB to Implement Gifts Rule for Municipal Advisors

The Municipal Securities Rulemaking Board, or MSRB, has received approval from the SEC to limit the size and nature of gifts given by municipal advisors in their professional capacity advising state and local governments. The...more

11/10/2015 - Meals-Gifts-and Entertainment Rules MSRB Municipal Securities Issuers Recordkeeping Requirements SEC

En Banc Rehearing of Conflict Minerals Case Denied

The United States Court of Appeals for the District of Columbia Circuit has denied the petitions of the SEC and Amnesty International for an en banc rehearing of the decision in the conflict minerals case. ...more

11/10/2015 - Amnesty International Conflict Mineral Rules Dodd-Frank En Banc Review SEC

SEC Finalizes Regulation Crowdfunding

The United States Securities and Exchange Commission has issued final rules on Regulation Crowdfunding. Our summary is set forth below. The final rules and forms are effective 180 days after publication in the Federal...more

11/10/2015 - Capital Raising Crowdfunding Investment Investment Company Act of 1940 Issuer Exemption

SEC Charges Private Equity Sponsor for Failure to Disclose Conflicted Transactions

The SEC announced that New York-based private equity firm Fenway Partners LLC and four executives have agreed to settle charges that they failed to disclose conflicts of interest to a fund client and investors when fund and...more

11/9/2015 - Administrative Proceedings Conflicts of Interest Failure To Disclose SEC Transaction Reporting

SEC Says there are (Almost) No Excuses for Late Whistleblowers

The SEC announced a whistleblower award totaling more than $325,000 for a former investment firm employee who tipped the agency with specific information that enabled enforcement staff to open an investigation and uncover the...more

11/5/2015 - CFPA Dodd-Frank Fraud Reporting Requirements Rule 21F SEC Whistleblower Awards Whistleblowers

SEC Discusses Criteria for Charging Chief Compliance Officers

In remarks before the 2015 National Society of Compliance Professionals, National Conference, Andrew Ceresney, Director, SEC Division of Enforcement, outlined the type of criteria used to charge Chief Compliance Officers with...more

11/4/2015 - Chief Compliance Officers Compliance Corporate Counsel Enforcement Actions Investment Investment Adviser Investment Portfolios Investors Portfolio Managers SEC Securities Violations

SEC Proposes to Increase Rule 504 Offering Limits to Create Another Crowdfunding Exemption

The SEC has issued a rule proposal that would increase the aggregate amount of securities that may be offered and sold in any twelve-month period pursuant to Rule 504 from $1 million to $5 million and to disqualify certain...more

11/2/2015 - Capital Raising Crowdfunding Financial Institutions Financial Markets Investment Investors Offerings Regulation D Rule 506 Offerings SEC

ISS Launches 2016 Benchmark Policy Consultation

ISS has made available for public comment certain proposed voting policies for 2016. In the United States ISS has proposed policies relating to unilateral board actions, director overboarding and compensation at...more

10/27/2015 - Benchmarks Board of Directors Bylaws Compensation & Benefits Financial Institutions Financial Markets Initial Public Offerings IPO ISS Public Comment Publicly-Traded Companies Say-on-Pay Trading Platforms Voting Powers

Crowdfunding: FINRA Proposes JOBS Act Portal Rules

Title III of the Jumpstart Our Business Startups Act, or JOBS Act, enacted in 2012 with the goal of increasing American job creation and economic growth, contains key provisions relating to securities offered or sold through...more

10/26/2015 - Brokers Crowdfunding Economic Development Financial Institutions Financial Markets FINRA Job Creation JOBS Act SEC Securities Regulation Title III

Banking Regulators Adopt End-User Exemption for Swap Margin Requirements

New Margin Requirements - The Board of Directors of the Federal Deposit Insurance Corporation approved a final rule to establish margin requirements for swaps that are not cleared through a clearinghouse. This action is...more

10/23/2015 - Banking Sector Banks CFTC Commodities Exchange Act Compliance Dodd-Frank Farm Credit Administration FDIC Federal Reserve FHFA Financial Institutions Financial Markets Hedge Funds Margin Requirements Obama Administration OCC Regulatory Agenda Risk Mitigation SEC Securities Exchange Act Swap Dealers Swaps Terrorism Insurance

SEC Provides Guidance on Conflicting Shareholder Proposals and Trinity vs Wal-Mart

The SEC has completed its previously announced review of when a shareholder proposal may be excluded under Rule 14a-8(i)(9) because it directly conflicts with another proposal. The SEC believes the Rule was intended to...more

10/23/2015 - Appeals Proxy Solicitations Proxy Voting Guidelines Rule 14a-8 SEC Shareholder Proposals Shareholders Trinity Wall Street Wal-Mart

SEC Chair White Complains of Poor Hedge Fund and Private Equity Practices

SEC Chair Mary Jo White recently delivered pointed remarks to a conference attended by hedge fund and private equity advisors. One portion of her remarks was directed at operational risks of private funds, such as...more

10/22/2015 - Fiduciary Duty Financial Institutions Financial Markets Hedge Funds Investment Adviser Investment Portfolios OCIE Private Equity Private Equity Funds Private Funds SEC

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