Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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SEC Issues Final Regulation A+ Rules

The SEC has adopted amendments to Regulation A and other rules and forms to implement Section 401 of the JOBS Act. Section 401 of the JOBS Act added Section 3(b)(2) to the Securities Act of 1933, which directed the SEC to...more

3/26/2015 - JOBS Act Regulation A SEC

SEC Proposes JOBS Act Rules for Exchange Act Registration Requirements

As mandated by the JOBS Act, the SEC has issued proposed amendments to revise the rules related to the thresholds for registration, termination of registration, and suspension of reporting under Section 12(g) of the Exchange...more

12/19/2014 - Accredited Investors Equity Compensation Issuer Exemption JOBS Act Proposed Amendments Registration Safe Harbors SEC Securities Exchange Act

First Issuer Completes NASAA Coordinated Review Program

There has been somewhat of a controversy surrounding the SEC’s rulemaking in connection with Regulation A+ under the JOBS Act. Should larger Tier 2 offerings preempt state blue sky regulation (my preference) or be subject to...more

12/8/2014 - Blue Sky Laws JOBS Act NASAA Preemption Public Offerings Rulemaking Process SEC

CFTC Eliminates Barrier to Hedge Funds Using JOBS Act General Solicitation

Many hedge funds have been reluctant to use general solicitation to offer securities because of the possibility it would be inconsistent from exemptions related to CPO (commodity pool operator) regulations administered by the...more

9/10/2014 - CFTC Commodity Pool CPO General Solicitation Hedge Funds JOBS Act

Keith Higgins Speaks To JOBS Act Misperceptions: • The Staff Will Not Be Quick To Second Guess • “Venture Fairs” And “Demo Days”...

In a recent speech, Keith Higgins, Director, SEC Division of Corporation Finance, gave his views on certain misperceptions and other matters regarding general solicitation under the JOBS Act....more

3/28/2014 - General Solicitation JOBS Act Regulation D Rule 506 Offerings Rule 506(c) SEC

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

SEC Unveils Proposed Regulation Crowdfunding

The SEC has proposed new Regulation Crowdfunding to implement the requirements of Title III of the JOBS Act. Regulation Crowdfunding would prescribe rules governing the offer and sale of securities under new Section 4(a)(6)...more

10/28/2013 - Crowdfunding JOBS Act Proposed Regulation SEC Securities Act of 1933 Title III

FINRA Proposes Rules For Crowdfunding Portals

FINRA has proposed rules and related forms for crowdfunding portals. The proposal, which reflects the rules recently proposed by the SEC, would implement in FINRA’s rules the provisions of the JOBS Act. ...more

10/28/2013 - Crowdfunding FINRA JOBS Act SEC

Hedge Funds Begin General Solicitation

According to this article dated October 4, 2013, eight hedge funds had filed Form D’s indicating they were engaged in general solicitation. My unscientific review of 25 Form D’s (all filers, not just hedge funds) filed...more

10/11/2013 - Form D Filing General Solicitation Hedge Funds JOBS Act Rule 506 Offerings

Crowdfunding And JOBS Act News Roundup – October 1, 2013

This article talks about how someone “raised $250K in 53 minutes . . . But the server for my site crashed and was exceptionally slow for about 20 minutes … I have no doubt that, for a growth round … I could raise a couple...more

10/2/2013 - AngelList Crowdfunding Form D Filing General Solicitation JOBS Act SEC Startups Venture Capital

General Solicitation – Week One – Flying Cars And More

It began with announcements like this from AngelList. For just $99 plus $25 per investment, wefunder will let you create a create a “beautiful profile” and send updates to followers, and provide free investment contracts,...more

9/26/2013 - Advertising Bad Actors Crowdfunding Dodd-Frank General Solicitation JOBS Act Regulation D SEC

Agencies Seek Comment On Dodd-Frank Act Stress Test Guidance For Medium-Sized Firms

Three federal bank regulatory agencies are seeking comment on proposed guidance describing supervisory expectations for stress tests conducted by financial companies with total consolidated assets between $10 billion and $50...more

7/31/2013 - Dodd-Frank JOBS Act Proposed Regulation Stress Tests Supervision

Lawmakers Claim SEC Proposals Are Contrary To JOBS Act

The SEC recently issued proposals related to Regulation D which, among other things, require a Form D to be filed fifteen days before a general solicitation under Rule 506(c) can commence....more

7/30/2013 - Accredited Investors Dodd-Frank Funding General Solicitation JOBS Act Regulation D SEC Securities Startups

General Solicitation Under The Final JOBS Act Rules

The SEC has adopted final rules eliminating the ban on general solicitation and advertising in Rule 506 offerings. The changes are mostly embodied in new Rule 506(c)....more

7/12/2013 - Accredited Investors Advertising Dodd-Frank General Solicitation JOBS Act Regulation D Rule 506 Offerings SEC

White Testifies On JOBS Act Priorities And Progress

SEC Chair Mary Jo White testified in support of the President’s fiscal year fiscal 2014 budget request for the SEC before the Senate Subcommittee on Financial Services and General Government, Committee on Appropriations....more

6/26/2013 - JOBS Act Mary Jo White SEC

Crowdfunding And JOBS Act News Roundup – May 31, 2013

President Obama has nominated a pair of Senate aids to be SEC Commissioners. Dr. Michael Piwowar is the Chief Economist for the U.S. Senate Committee on Banking, Housing, and Urban Affairs, a position he has held since 2009. ...more

6/3/2013 - Barack Obama Crowdfunding FINRA Fraud FSOC JOBS Act Nominations SEC

Crowdfunding And JOBS Act News Roundup – May 17, 2013

This week the SEC appointed Keith F. Higgins as Director of the Division of Corporation Finance. We don’t know him personally but have seen him speak at conferences and observed his leadership of the ABA’s Federal Regulation...more

5/20/2013 - Crowdfunding JOBS Act SEC

Crowdfunding And JOBS Act News Roundup – May 10, 2013

It was another week of speculation as to when the SEC might finalize or propose any JOBS Act rule. Broc Romanek of the pointed to one article which said the current JOBS Act proposal on eliminating...more

5/13/2013 - Crowdfunding Investors JOBS Act SEC Venture Capital

Crowdfunding And JOBS Act News Roundup – May 3, 2013

Mary Jo White, now chair of the SEC, submitted a written statement in her confirmation hearing that said “First, I would work with the staff and my fellow Commissioners to finish, in as timely and smart a way as possible, the...more

5/6/2013 - Crowdfunding JOBS Act SEC

Crowdfunding And JOBS Act News Roundup – April 26, 2013

On Thursday the SEC sent out a press release captioned “SEC Seeks to Halt Scheme Raising Investor Funds Under Guise of JOBS Act.” The action doesn’t really have anything to do with the JOBS Act, as in the sense that it seeks...more

4/29/2013 - Crowdfunding Fraud JOBS Act SEC

Crowdfunding And JOBS Act News Roundup - April 22, 2013

Reuters reports that Representative Patrick McHenry, of North Carolina, who chairs the House Financial Services oversight panel, said he believes the Securities and Exchange Commission lost its ability to enforce the ban on...more

4/22/2013 - Crowdfunding General Solicitation JOBS Act SEC

SEC Considering Changes To Advertising Rules By Hedge Funds And Private Equity

Norm Champ, Director, SEC Division of Investment Management, recently noted that SEC rules prohibit certain advertisements by registered advisers. Mr. Champ noted the SEC has heard from advisers to private funds,...more

3/13/2013 - Advertising Hedge Funds JOBS Act Private Equity Funds SEC

Securities Law Essentials For Growing Companies

We recently gave a presentation at a CLE titled Securities Law Essentials for Growing Companies. The presentation included an overview of what constitutes a public offering, what is a security, classical private placements,...more

1/16/2013 - Broker-Dealer Dodd-Frank JOBS Act Private Placements Safe Harbors Securities

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