Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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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 Bolsters Whistleblower Anti-Retaliation Rules Through Interpretive Guidance

There has been a debate about whether a whistleblower must report information about a violation of securities laws to the SEC, as opposed to internal reporting, to qualify for protection under the anti-retaliation provisions...more

8/5/2015 - Anti-Retaliation Provisions Dodd-Frank Internal Reporting Popular Rule 21F SEC Securities Exchange Act Whistleblowers

Fed Approves Rule Requiring Largest Banks To Further Strengthen Capital

The Federal Reserve Board approved a final rule requiring the largest, most systemically important U.S. bank holding companies to further strengthen their capital positions. Under the rule, a firm that is identified as a...more

7/21/2015 - Bank Holding Company Banking Sector Banks Dodd-Frank Financial Institutions FRB Global Systemically Important Financial Institutions (GSIFI)

Agencies Provide Guidance On Seeding Period for Volcker Rule

The staffs of the agencies responsible for administering the Volcker Rule have again updated the Volcker Rule FAQs. A new FAQ notes that the rule implementing the Volcker Rule and the accompanying preamble make clear that a...more

7/20/2015 - Banking Sector Banks Dodd-Frank Federal Reserve Financial Institutions Investment Companies Proprietary Trading RICs Volcker Rule

One Tardy Whistleblower Wins SEC Award, One Loses

The SEC announced a whistleblower award of more than $3 million to a company insider whose information helped the SEC crack a complex fraud. The multi-million dollar payout is the third highest award to date under the SEC’s...more

7/20/2015 - Dodd-Frank Enforcement Actions SEC Whistleblower Awards Whistleblowers

SEC Cannot Use Dodd-Frank Bans Retroactively

Section 925(a) of the Dodd-Frank Act expanded a remedy for certain violations of securities laws form barring association with broker-dealers to a bar that includes municipal advisors, rating organizations and other regulated...more

7/15/2015 - Broker-Dealer Dodd-Frank Municipal Advisers Retroactive Application SEC

SEC Proposes Clawback Rule for Executive Compensation

On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed 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...more

7/10/2015 - Clawbacks Compliance Dodd-Frank Executive Compensation Reporting Requirements SEC Section 10D Securities Exchange Act

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 Meeting to Consider Compensation Clawback Proposal

The SEC has announced an open meeting to consider clawback of executive compensation under Section 954 of the Dodd-Frank Act to be held on July 1, 2015. According to the notice of the meeting, the SEC will consider whether...more

6/26/2015 - Clawbacks Dodd-Frank Executive Compensation SEC Securities Exchange Act

SEC Says Fantasy Stock Trading Violates Securities Laws; Charges Others for Selling Illegal Security-Based Swaps

The SEC issued an Investor Alert which says fantasy stock trading for small amounts of money can violate provisions of securities laws implemented by the Dodd-Frank Act. I bet the Congressional drafters of these provisions...more

6/18/2015 - Bitcoins Business Valuations Derivatives Dodd-Frank Investors IPO Popular SEC Securities Securities Exchange Act Security-Based Swaps Startups Stock Trades Stocks Swaps Virtual Currency

CFPB Finalizes Rules to Regulate Nonbank Auto Lenders

The CFPB adopted a final that allows the agency to supervise larger nonbank auto finance companies for the first time. The CFPB also released the examination procedures that its examiners will use. Currently, the Bureau...more

6/11/2015 - Abusive Acts Automotive Industry Automotive Loans CFPB Consumer Protection Act Credit Unions Dodd-Frank ECOA Financing Nonbank Firms TILA

Delaware Dismisses Caremark Claim Against DuPont

The Delaware Court of Chancery recently dismissed a derivative action in Ironworkers District Council of Philadelphia & Vicinity Retirement & Pension Plan v. Andreotti et al. One of the many claims alleged was a Caremark...more

5/13/2015 - Bad Faith Breach of Duty Caremark claim Derivatives Dodd-Frank DuPont Fiduciary Duty Genetically Engineered Seed Monsanto Patent Infringement Pensions Rule 23

Pay Versus Performance Rules Proposed by Securities and Exchange Commission

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) issued another proposed rule under the Dodd-Frank Act, this time with respect to the pay versus performance requirements of Section 953(a) of the Act. ...more

5/12/2015 - Dodd-Frank Executive Compensation Pay-for-Performance Pensions Profit Sharing Proxy Statements Regulation S-K Retirement Plan SEC Securities Shareholders Stocks Total Shareholder Return (TSR) XBRL Filing Requirements

Agencies Issue Final Rule on Minimum Requirements for Appraisal Management Companies

Six federal financial regulatory issued a final rule that implements minimum requirements for state registration and supervision of appraisal management companies, or AMCs. An AMC is an entity that provides appraisal...more

5/1/2015 - Appraisal Appraisal Management Companies Dodd-Frank Final Rules FIRREA Mortgage Lenders Regulatory Standards Underwriting

2nd Circuit Upholds SEC’s Denial of Whistleblower Award

Larry Stryker petitioned the Second Circuit for review of an order of the SEC that denied his claim for a whistleblower award. He sought the award under Section 21F of the Dodd-Frank Act based on information he supplied to...more

3/16/2015 - Dodd-Frank Enforcement Enforcement Actions SEC Whistleblower Awards Whistleblowers

Court Finds SEC Administrative Proceeding Constitutional

Section 929P(a) of the Dodd-Frank Act provides that the SEC’s authority in administrative penalty proceedings is “coextensive” with its authority to seek penalties in federal court. The plaintiff in Bebo v SEC argued the...more

3/9/2015 - Administrative Hearings Bebo v SEC Dodd-Frank Due Process Equal Protection SEC

Three Dodd-Frank Whistleblower Anti-Retaliation Claims Fail

Courts recently issued three opinions on the whistleblower anti-retaliation provisions of the Dodd-Frank Act. In Murray v. UBS Securities, LLC, Mr. Murray claimed he was terminated because he refused to skew his...more

3/4/2015 - Anti-Retaliation Provisions CFPB Dodd-Frank Injunctive Relief Mortgage-Backed Securities Popular Sarbanes-Oxley Termination UBS Whistleblowers

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

Court Finds Agreement to Arbitrate in Home Mortgage Invalid

The United States District Court For The Southern District Of Mississippi, Southern Division, recently found an agreement to arbitrate in a home mortgage was invalid in Richards v. Gibson. The court cited 15 U.S.C. §...more

2/3/2015 - Arbitration Arbitration Agreements Dodd-Frank Mortgages

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 - CFTC Dodd-Frank End-Users Energy Sector Financial Regulatory Reform Market Participants Nonbank Firms Threshhold Requirements

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

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 Volcker Rule FAQs

The Federal Reserve Board has issued FAQs on the Volcker 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

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

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