Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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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

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

SEC Approves PCAOB Rule Requiring Audit Partners to be Identified

The SEC has approved a proposed PCAOB rule requiring identification of audit engagement partners and certain other audit participants....more

5/10/2016 - Audits Disclosure Requirements Partnerships PCAOB SEC

New Proposed Rules on Banker Incentive Compensation Released

The National Credit Union Administration, or NCUA, became the first of six Agencies to unveil a revised rule proposal under Section 956 of the Dodd-Frank Act: prohibiting incentive-based payment arrangements that the...more

4/22/2016 - Banks Clawbacks Corporate Governance Disclosure Requirements Dodd-Frank FDIC FHFA Gramm-Leach-Blilely Act Incentive Compensation NCUA OCC Policies and Procedures Recordkeeping Requirements Risk Management SEC

Internal Pay Equity Disclosures: Ratio of CEO Pay to Other NEOs

Many are aware of the Dodd-Frank requirement to disclose the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer. We have published some examples of...more

4/18/2016 - CEOs Disclosure Requirements Dodd-Frank Executive Compensation Median Employee Pay Ratio

SEC Issues Concept Release on Business and Financial Disclosure

The SEC has issued a concept release on business and financial disclosure required by Regulation S-K. The goal of the release assess whether the requirements of Regulation S-K continue to provide the information that...more

4/14/2016 - Disclosure Requirements Executive Compensation Regulation S-K SEC XBRL Filing Requirements

AG Explains Why the Conflict Minerals Decision Was Not Appealed to the Supreme Court

Loretta Lynch, United States Attorney General, explained in a letter to Paul Ryan, Speaker of the House, why the United States did not submit a writ of certiorari with respect to the conflict minerals decision: - The...more

4/11/2016 - Conflict Mineral Rules Disclosure Requirements First Amendment Petition for Writ of Certiorari SEC

Pay Ratio Disclosures Begin to Appear in Proxy Statements

Some companies have begun to disclose pay ratios in their proxy statements in advance of the SEC requirement. We have included a sample below. Of course, you’ll want to compare the samples to the rules before relying on them....more

4/11/2016 - CEOs Disclosure Requirements Dodd-Frank Executive Compensation Median Employee Pay Ratio Proxy Statements SEC

DOJ Launches New FCPA Pilot Program

The DOJ has announced a one-year pilot program in its Fraud Section’s FCPA Unit. The program provides guidance to DOJ prosecutors for corporate resolutions in FCPA cases, and is designed to motivate companies to voluntarily...more

4/5/2016 - Corporate Crimes Disclosure Requirements DOJ FCPA Self-Reporting

Apple’s Conflict Minerals Smelters Nearly 100% Audited

Apple has filed its Form SD for the year ended December 31, 2015. It includes this disclosure: The combination of training, public reporting and a ticking clock drove the number from 82 smelters and refiners...more

4/1/2016 - Apple Audits Conflict Mineral Rules Disclosure Requirements Form SD Manufacturers Resource Extraction SEC Supply Chain Technology Sector

Same Plaintiff Files New Complaint to Force SEC to Act on Rulemaking Petition Regarding Political Contributions

The United States District Court for the District of Columbia recently dismissed Stephen M. Silberstein’s complaint to mandate the SEC to adopt rules regarding disclosure of political contributions. Among other things, the...more

2/8/2016 - Administrative Procedure Act Disclosure Requirements Political Contributions SEC Writ of Mandamus

Legislators Say SEC Can Work on Political Spending Disclosures

The recently enacted omnibus spending bill, referred to as the Consolidated Appropriations Act, 2016, provides the SEC may not use funds made available under the Act to “finalize, issue, or implement” rules regarding...more

12/22/2015 - Disclosure Requirements Political Campaigns Political Contributions SEC

SEC Permits EDGAR Test Filings of Crowdfunding Offerings

The SEC is permitting EDGAR test filings of Regulation Crowdfunding offerings. Under new SEC rules that take effect on May 16, 2016, companies will be permitted to offer and sell securities through crowdfunding....more

12/18/2015 - Crowdfunding Disclosure Requirements EDGAR Offerings Popular SEC

SEC Proposes New Resource Extraction Rule

The SEC has proposed Rule 13q-1 and an amendment to Form SD to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to disclosure of payments by resource extraction issuers. Rule...more

12/14/2015 - Disclosure Requirements Dodd-Frank Oil & Gas Resource Extraction SEC

Consider New IRS Guidance on 162(m) When Drafting Proxy Statement Disclosures

Many public companies include a description of Section 162(m) of the Internal Revenue Code in their proxy statements without distinguishing the application of 162(m) between various categories of issuers such as accelerated...more

12/4/2015 - Disclosure Requirements Emerging Growth Companies IRS New Guidance Proxy Statements Publicly-Traded Companies

Preliminary Planning for the 2016 Proxy Season

Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more

9/18/2015 - Clawbacks Conflict Mineral Rules Disclosure Requirements Equity Plans Hedging ISS Pay Ratio Pay-for-Performance Proxy Access Rule Proxy Season Publicly-Traded Companies Resource Extraction Say-on-Pay SEC Shareholder Proposals Shareholders Whole Foods

Court Orders SEC to Implement Resource Extraction Rule

To review: On July 2, 2013, the United States District Court for the District of Columbia vacated the SEC’s resource extraction rules which were mandated by the Dodd-Frank Act. Oxfam America then brought a suit against the...more

9/3/2015 - Administrative Procedure Act Compliance Disclosure Requirements Dodd-Frank Natural Resources Resource Extraction SEC

44 Senators Ask SEC to Require Disclosure of Political Contributions

In this letter 44 senators called on SEC Chair Mary Jo White to act on a rulemaking petition that would require companies to disclose their political spending. The letter was referring to Petition for Rulemaking, File No....more

9/1/2015 - Campaign Contributions Campaign Spending Limits Disclosure Requirements Investors Petition for Rulemaking Political Campaigns Political Contributions SEC Shareholders

SEC Adopts Final Pay Ratio Rule

The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more

8/10/2015 - Compliance Disclosure Requirements Dodd-Frank Emerging Growth Companies Executive Compensation Final Rules Foreign Private Issuers Form 10-K Item 402 Pay Ratio Proxy Statements Regulation S-K SEC

SEC Proposes Clawback Rules—A Comprehensive Summary

The SEC has proposed new rules to implement Section 954 of the Dodd-Frank Act, which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the Commission to adopt rules directing the national...more

7/3/2015 - Clawbacks Corporate Governance Disclosure Requirements Dodd-Frank Executive Compensation Form 10-K Incentive Compensation New Regulations Regulation S-K SEC Section 10D Total Shareholder Return (TSR)

SEC Publishes 11 Regulation A+ CD&Is

The SEC has published 11 Compliance and Disclosure Interpretations related to Regulation A+ — numbered 182.01 through 182.11 under Securities Act Rules. Highlights are: - Twitter is allowed for testing the waters! ...more

6/24/2015 - Acquisitions CD&I Compliance Disclosure Requirements Mergers Preemption Registration Requirement Regulation A Reporting Requirements SEC Securities Securities Exchange Act Social Media Tier 2 Offerings Twitter

SEC Exams to Focus on Sales of Retirement Products

The SEC Office of Compliance Inspections and Examinations, or OCIE, has launched a multi-year Retirement-Targeted Industry Reviews and Examinations (ReTIRE) Initiative. OCIE is focusing on retirement-based savings in...more

6/23/2015 - Broker-Dealer Conflicts of Interest Disclosure Requirements Examination Priorities Investment Adviser Investors Marketing Material Disclosures OCIE Retirement Plan SEC

SEC Proposes Hedging Disclosures Regarding Directors, Officers and Employees

The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure...more

2/10/2015 - Annual Meeting Board of Directors Disclosure Requirements Dodd-Frank Equity Securities Hedging Proposed Regulation Proxy Statements SEC Securities Exchange Act

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

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