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

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

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

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

SEC Publishes FAQs on Pay Ratio Rule

The SEC has published five FAQs on its pay ratio rule – see new questions 128C.01 to 128C.05. As we noted in our checklist of preliminary planning matters for the upcoming proxy season, the pay ratio disclosure need not be...more

10/19/2016 - CDIs Dodd-Frank Executive Compensation Pay Ratio Proxy Season Proxy Statements Reporting Requirements SEC

SEC Brings Second Whistleblower Retaliation Case

The SEC has brought its second case for retaliation against a whistleblower against International Game Technology. According to the SEC, the whistleblower, a director of an IGT division, started working at IGT in 2008 and...more

9/30/2016 - Cease and Desist Dodd-Frank Enforcement Actions Penalties Retaliation SEC Securities Exchange Act Whistleblower Protection Policies Whistleblowers

OSHA Addresses Sarbanes-Oxley Whistleblower Releases

We have written about SEC enforcement actions related to severance and confidentiality agreements that restrict reporting matters to the SEC. OSHA has also issued guidance regarding settlement agreements with whistleblowers...more

9/26/2016 - Confidentiality Agreements Dodd-Frank OSHA Protected Activity Sarbanes-Oxley SEC Severance Agreements Whistleblowers

CFTC Chief Supports Extension of Swap Dealer De Minimis Exemption

Under current CFTC rules, market participants who exceed $8 billion in gross notional swap dealing activity over a twelve-month period are required to register with the CFTC as swap dealers during the phase-in period...more

9/19/2016 - CFTC De Minimus Quantity Exemption Dodd-Frank Financial Sector Registration Requirement Swap Dealers Swap Market Swaps Threshold Requirements Time Extensions

Common Deficiencies Noted in Exams of Minnesota Registered Investment Advisers

The Minnesota Department of Commerce recently conducted a series of routine exams of investment adviser firms registered in Minnesota to analyze their compliance with certain regulations applicable to investment advisers. ...more

9/8/2016 - Dodd-Frank Fees Financial Sector Form ADV Industry Examinations Investment Adviser Investment Funds Invoices Registration Requirement Securities

SEC Requests Comment on Corporate Governance, Management and Security Holder Matters

The SEC is requesting public comment on certain disclosure requirements in Regulation S-K relating to management, certain security holders, and corporate governance matters contained in Subpart 400. This request is part of...more

8/29/2016 - Corporate Governance Disclosure Requirements Dodd-Frank Executive Compensation Fixing America’s Surface Transportation Act (FAST Act) Regulation S-K SEC

First Inline XBRL Filing Made with SEC

Lennar Corporation became the first to make a filing using the SEC’s newly permitted Inline XBRL format in this Form 10-Q. The SEC permitted use of the new format in an order dated June 13, 2016. Inline XBRL requires...more

7/13/2016 - Disclosure Requirements Dodd-Frank Form 10-Q Publicly-Traded Companies SEC XBRL Filing Requirements

Typical SEC Comments on Merger Proxy Statements

A review of recent SEC comments on merger proxy statements indicates many of these comments were typical, and some are variations on a theme: Rule 14a-6(a) requires that the form of proxy be on file for ten calendar...more

7/11/2016 - Disclosure Requirements Dodd-Frank Mergers Proxy Statements Publicly-Traded Companies SEC Shareholders

SEC Adopts Resource Extraction Rules

Responding to a court order, the SEC adopted rules to require resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas or minerals. The rules, mandated by the...more

6/28/2016 - Disclosure Requirements Dodd-Frank Final Rules Mineral Extraction Natural Resources Oil & Gas Resource Extraction SEC Transparency XBRL Filing Requirements

SEC Brings First Action under Dodd-Frank Municipal Advisor Antifraud Rules

Two California-based municipal advisory firms and their executives have agreed to settle SEC charges that they used deceptive practices when soliciting the business of five California school districts....more

6/14/2016 - Dodd-Frank Fraud Hiring & Firing MSRB Municipal Advisers Public Entities School Districts SEC Service Contracts Solicitation Unfair or Deceptive Trade Practices

8th Circuit Dismisses Sarbanes-Oxley and Dodd-Frank Retaliation Claims

In Beacom v. Oracle America, Inc., the United States Court of Appeals for the Eight Circuit considered retaliation claims under Sarbanes-Oxley and Dodd-Frank. The essence of the matter was a business unit of Oracle...more

6/9/2016 - Dodd-Frank Oracle Retaliation Revenue Sarbanes-Oxley Securities Violations Stock Prices

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 Enforcement Chief Gives Update on Private Equity

Andrew Ceresney, Director, SEC Division of Enforcement, gave his views on the SEC private equity enforcement initiative at a conference. Mr. Ceresney set forth the various categories of enforcement cases, which at this...more

5/16/2016 - Dodd-Frank Financial Markets Investment Adviser Investment Advisers Act of 1940 Private Equity SEC

Fed Wants Limits on Qualified Financial Contracts of Large Banks

The Board of Governors of the Federal Reserve System is inviting comment on a proposed rule to promote U.S. financial stability by improving the resolvability and resilience of systemically important U.S. banking...more

5/4/2016 - Banking Sector Comment Period Consumer Financial Contracts Covered Entities Dodd-Frank Federal Reserve Financial Institutions Global Systemically Important Financial Institutions (GSIFI)

Legislation Amending Volcker Rule Passes in House

The Investor Clarity and Bank Parity Act (HR 4096) passed in the U.S. House of Representatives. The Volcker Rule adopted by the regulators limited the ability of bank holding companies and their affiliates, including...more

4/28/2016 - Banks Covered Funds Dodd-Frank Investment Adviser Proposed Legislation Volcker Rule

OFR Analyzes Changes in Regulatory Use of Credit Ratings Since Dodd-Frank

Treasury’s Office of Financial Research has released a brief entitled “Credit Ratings in Financial Regulation: What’s Changed Since the Dodd-Frank Act?” The introductory statement notes “The use of credit ratings in financial...more

4/25/2016 - Banking Sector Credit Ratings Dodd-Frank OFR U.S. Treasury

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

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

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