Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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Minnesota Revised Uniform Limited Liability Company Act Becomes Law

In This Issue: - Forming a Limited Liability Company - Shelf LLCs - Series LLCs - Governance - Members - Operating Agreement - Standards of Conduct - Distributions - Merger, Conversion...more

4/17/2014 - Corporate Governance LLC Operating Agreements Series LLC Shelf Corporations

Mandate Withheld In Conflicts Minerals Case

In a little known action, the Clerk of Court of the Unites States Court of Appeals for the District of Columbia issued an order in the conflicts minerals case to withhold issuance of a mandate until seven days after...more

4/16/2014 - Conflict Mineral Rules Form SD SEC

Court Invalidates Conflict Minerals Rule Because It Crosses First Amendment Line

In the end, it’s pretty simple. The court held the conflicts minerals rule and statute embodied in Dodd-Frank violate the First Amendment to the extent the statute and rule require regulated entities to report to the...more

4/16/2014 - Conflict Mineral Rules Dodd-Frank First Amendment SEC Supply Chain

Proposed Minnesota Public Benefit Corporation Legislation

A bill has been introduced to bring public benefit corporations to Minnesota. The public benefit corporation is a relatively recent legal innovation that occupies a hybrid position between a traditional corporation and a...more

4/10/2014 - Public Benefit Corporation

A Bad Turn For Reg A+ And Reg D?

SEC Commissioner Luis A. Aguilar gave a speech to an annual conference of the North American Securities Administrators Association, otherwise known as NASAA. On the issue of Reg A+ preemption of state law, the Commissioner...more

4/8/2014 - Form D Filing NASAA Preemption Regulation A SEC

SEC Issues More FAQs On Conflict Minerals

The SEC has issued nine additional frequently asked questions, or FAQs, on the SEC’s conflict reporting rules. Some of the highlights are...more

4/7/2014 - Conflict Mineral Rules Due Diligence IPSA SEC

OSHA Publishes Interim Rule For Handling Whistleblower Retaliation Complaints

OSHA has published the interim final text of regulations governing the employee protection (or whistleblower) provisions of the Consumer Financial Protection Act of 2010, or CFPA, Section 1057 of the Dodd-Frank Wall Street...more

4/5/2014 - ALJ CFPB OSHA Retaliation Whistleblower Protection Policies Whistleblowers

Agencies Issue Proposed Rule On Minimum Requirements For Appraisal Management Companies

Six agencies have issued a proposed rule that would implement minimum requirements for state registration and supervision of appraisal management companies, or AMCs. An AMC is an entity that serves as an intermediary between...more

3/24/2014 - Appraisal Appraisal Management Companies Dodd-Frank FDIC OTS

How To Make A Claim Against The Madoff Victim Fund And Other Information

The Madoff Victim Fund, or MVF, is the vehicle that the United States Department of Justice, or DOJ, will use to distribute more than $4 billion in assets forfeited to the United States to victims of the crimes involving...more

1/20/2014 - Bernie Madoff DOJ

SEC May Discontinue News Digest

The indications are the SEC may discontinue publication of its time-honored daily News Digest. It has not been published since mid-December. ...more

1/15/2014 - Digital Media Media SEC

SEC Announces Delayed Compliance With Municipal Advisor Rules

The SEC has announced that compliance with the final municipal advisor registration rules will not be required until July 1, 2014, the date on which the first set of municipal advisors will be required to register under the...more

1/14/2014 - Compliance Municipal Advisers SEC

SEC Issues Interpretive Guidance On Municipal Advisor Registration Rules

The SEC Office of Municipal Securities has issued interpretive guidance to address questions from market participants regarding the implementation of new final SEC rules requiring municipal advisors to register with the...more

1/13/2014 - Dodd-Frank Financial Regulatory Reform Municipal Securities Market Municipalities SEC

Hopes Are Up For Invalidation Of The Conflict Minerals Rules

We have explained that the District Court upheld the SEC’s conflict minerals rules. Recently, oral argument on the appeal was heard by the U.S. Court of Appeals for the District of Columbia Circuit....more

1/9/2014 - Conflict Mineral Rules SEC

SEC Removes References To NRSRO Ratings In Certain Rules And Forms

The SEC has adopted amendments to eliminate references in certain of its rules and forms to credit ratings by nationally recognized statistical rating organizations, or NRSROs. The changes were required by the...more

1/7/2014 - Credit Ratings Dodd-Frank NRSRO SEC Securities Exchange Act

Continued Controversy Surrounding Proposed Regulation D Amendments

The controversy continues around the proposed SEC rules that would require a Form D be filed prior to commencing a general solicitation. Recently, seven senators sent this letter to SEC Chair Mary Jo White supporting the...more

1/7/2014 - General Solicitation Regulation D SEC

Summary Of Proposed Amendments To Regulation A

On December 18, 2013, the SEC published its proposal to modify Regulation A. The SEC is proposing to expand Regulation A into two tiers: Tier 1, for offerings of up to $5 million; and Tier 2, for offerings of up to $50...more

12/31/2013 - Debt Securities Dodd-Frank Eligibility Equity Securities Exemptions Offerings Private Equity Private Offerings Regulation A Reporting Requirements SEC Startups

Government Watch Dogs Disagree On Analysis Associated With Dodd-Frank Rulemaking

The Dodd-Frank Act requires or authorizes various federal agencies to issue hundreds of rules to implement reforms intended to strengthen the financial services industry. As amended by Public Law No. 112-10, the act also...more

12/16/2013 - Dodd-Frank GAO OMB

Federal Insurance Office Releases Modernization Report

The U.S. Department of the Treasury’s Federal Insurance Office, or FIO, has submitted to Congress and released a report on how to modernize and improve the system of insurance regulation in the United States. Given the...more

12/16/2013 - Federal Insurance Office Insurers

SEC Uses Risk Analytics To Nab Hedge Fund

The SEC charged a London-based hedge fund adviser and its former U.S.-based holding company with internal controls failures that led to the overvaluation of a fund’s assets and inflated fee revenue for the firms. The case...more

12/13/2013 - Asset Valuations Fees Hedge Funds Internal Controls Investment Adviser SEC

Volker Rule Has Vague Guidance About Prohibited Compensation

The so-called Volker Rule, as required to be implemented by the Dodd-Frank Act, generally prohibits any banking entity from engaging in proprietary trading. The final rule has been adopted by the Office of the Comptroller of...more

12/11/2013 - Compensation & Benefits Dodd-Frank Exemptions FDIC Federal Reserve OCC SEC Volcker Rule

SEC Grants First Rule 506 Bad Actor Waiver

The SEC has granted the first bad actor waiver under Rule 506 to RBS Securities. RBS pointed out the following to the SEC...more

12/9/2013 - Bad Actors Enforcement Actions JOBS Act Rule 506 Offerings SEC Waivers

Whistleblowers Can Now File Complaints Online With OSHA

Whistleblowers covered by one of 22 statutes (including Sarbanes-Oxley and Dodd-Frank) administered by the U.S. Department of Labor’s Occupational Safety and Health Administration will now be able to file complaints online. ...more

12/6/2013 - Dodd-Frank DOL OSHA Sarbanes-Oxley Whistleblowers

PCAOB Reproposes Rule Requiring Engagement Partner To Be Named In Audit Report

The Public Company Accounting Oversight Board has reproposed for public comment amendments to PCAOB auditing standards that would provide greater transparency into audits of public companies, brokers, and dealers about the...more

12/5/2013 - Audits Compliance Oversight Committee PCAOB Publicly-Traded Companies

SEC Gives Guidance On Venture Capital Exemption

The SEC Division of Investment Management has provided guidance regarding the application of the exemption from investment adviser registration available to an investment adviser that advises solely one or more “venture...more

12/3/2013 - Exemptions Investment Advisers Act of 1940 SEC Venture Capital

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

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