Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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SEC Issues Guidance on What Makes Non-GAAP Measures Misleading

The SEC issued four new Compliance and Disclosure Interpretations on non-GAAP financial measures. According to the CDIs: - Certain adjustments, although not explicitly prohibited, may result in a non-GAAP measure that...more

5/18/2016 - CDIs Non-GAAP Financial Measures SEC

Crowdfunding Begins With 17 Issuers

Monday May 16, 2016 was the first day JOBS Act Title III crowdfunding could be used. Below are links to some portals and other information....more

5/17/2016 - Capital Raising Crowdfunding FINRA Funding Portal JOBS Act Offerings SEC Title III

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

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

SEC Opinion Examines Reasonable Belief and Accredited Investor Status

The SEC opinion In the Matter of Joseph P. Doxey examines compliance with Rule 506 in an alleged unlawful offering of stock totaling $57,654. The administrative law judge on summary disposition determined that Mr. Doxey...more

5/9/2016 - Accredited Investors ALJ Registration Requirement Regulation D Rule 501 Rule 502 Rule 506 Offerings SEC Securities Act of 1933 Securities Fraud Stocks

Treasury to Propose Legislation Requiring Beneficial Ownership Reporting At Time of Entity Formation

The U.S. Department of the Treasury has announced its intention to propose legislation requiring reporting of beneficial ownership at the time a new entity is formed. According to Treasury: “The Administration is...more

5/9/2016 - AML-CTF Beneficial Owner Business Formation Reporting Requirements U.S. Treasury

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)

First Crowdfunding Portal Application Appears on EDGAR

CFS, LLC became the first crowdfunding portal application available on EDGAR. Actually, the initial application and two amendments are available. The company will conduct business under the name uFundingPortal and its website...more

5/2/2016 - Capital Raising Crowdfunding EDGAR Funding Portal SEC

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

FSOC to Further Study Hedge Fund Leverage

The Financial Stability Oversight Council, or FSOC, released an update of its review of asset management products and activities. The statement notes that its review of the use of leverage in the hedge fund industry suggests...more

4/19/2016 - Financial Sector FSOC Hedge Funds Regulatory Oversight

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

GAO Says Regulators Should Improve Transparency in Evaluating Banks’ “Living Wills”

GAO has issued a report which noted the FDIC and Federal Reserve have developed separate but similar review processes for determining whether a resolution plan, often referred to as a “living will,” is “not credible” or would...more

4/13/2016 - Bankruptcy Code Banks FDIC Federal Reserve GAO Living Will Transparency

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

CFTC Collects $2.69 Million in Spoofing Action

The CFTC announced that a federal court in New York issued a Consent Order imposing a permanent injunction against CFTC Defendants Heet Khara and Nasim Salim, residents of the United Arab Emirates (UAE), prohibiting them from...more

4/5/2016 - CFTC Civil Monetary Penalty Commodities Exchange Act Commodity Futures Contracts Disruptive Trading Practices Enforcement Actions Permanent Injunctions Spoofing United Arab Emirates

FinCEN Proposes Amendments to Bank Secrecy Act to Cover Crowdfunding Portals

FinCEN, a bureau of the Department of the Treasury, has proposed amendments to the definitions of “broker or dealer in securities” and “broker-dealer” under the regulations implementing the Bank Secrecy Act. This rulemaking...more

4/4/2016 - Bank Secrecy Act Broker-Dealer Crowdfunding Financial Crimes FinCEN Funding Portal JOBS Act SEC

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

Are Activist Investors Risk Factors?

lululemon athletica inc.’s Form 10-K includes the following risk factor: Our business could be negatively affected as a result of actions of activist stockholders, and such activism could impact the trading value of our...more

3/31/2016 - Activist Controlling Stockholders Form 10-K Investors Loss of Value Lululemon Proxy Contests Proxy Solicitations Risk Alert

GAO Says Financial Regulatory Structure is Fragmented and Inefficient

A GAO study found the U.S. financial regulatory structure is complex, with responsibilities fragmented among multiple agencies that have overlapping authorities. As a result, financial entities may fall under the regulatory...more

3/30/2016 - Dodd-Frank Financial Sector FSOC GAO Regulatory Oversight

Fix Crowdfunding Act Improves JOBS Act

The Fix Crowdfunding Act has been introduced by Representative Patrick McHenry, who was one of the architects of the FAST Act provisions simplifying securities laws. The Fix Crowdfunding Act increases the $1,000,000...more

3/28/2016 - Capital Raising Crowdfunding Funding Portal JOBS Act Proposed Legislation Small Business Startups

Shareholder Proponent Says “Substantial Implementation” Will Backfire

The SEC recently granted no-action relief to 15 of 18 companies related to shareholder proposals for proxy access. The basis for the relief was the company had already adopted a proxy access by-law and therefore the...more

3/23/2016 - No-Action Relief Proxy Access Rule 14a-8 SEC Shareholder Proposals

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