Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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Latest Publications


The SEC’s Universal Proxy Rulemaking: History & What to Expect

The SEC has announced it will consider proposed rules that permit the use of universal proxy cards in contested elections on October 26, 2016. The concept of a universal proxy has been on the periphery of the SEC’s...more

10/24/2016 - Proxy Voting Guidelines Rulemaking Process SEC Shareholder Activism Shareholders Universal Proxy

Bank Regulators Issue Notice of Proposed Rulemaking on Enhanced Cyber Risk Management Standards

Three federal banking regulatory agencies have approved an advance notice of proposed rulemaking (ANPR) inviting comment on a set of potential enhanced cybersecurity risk-management and resilience standards that would apply...more

10/20/2016 - Advanced Notice of Proposed Rulemaking (ANPRM) Bank Holding Company Comment Period Cyber Attacks Cybersecurity Depository Institutions FDIC Federal Reserve Financial Institutions Financial Sector OCC Risk Management

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

CFTC Extends Swap Dealer De Minimis Phase-In Period

As has been rumored in recent weeks, the CFTC has adopted an order establishing December 31, 2018 as the swap dealer registration de minimis threshold phase-in termination date. With this approval, the de minimis threshold...more

10/14/2016 - CFTC De Minimus Quantity Exemption Financial Sector Registration Requirement Swap Dealers Swap Market Swaps

SEC Says Mobile Phone Game is an Illegal Security-Based Swap

I previously discussed an SEC Investor Alert which said fantasy stock trading for small amounts of money can violate provisions of securities laws implemented by the Dodd-Frank Act. According to the SEC, the terms “swap,”...more

10/14/2016 - Civil Monetary Penalty ETFs Fantasy Sports Financial Markets Financial Sector Football Internet Gambling Mobile Apps Mobile Devices Online Gaming Popular SEC Securities Security-Based Swaps Sports Gambling Stocks Swaps

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

SEC Enforcement Actions for Failure to Report Sales of Unregistered Securities

On two successive days, the SEC brought settled enforcement actions against issuers for failure to report sales of unregistered securities. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material...more

9/28/2016 - Common Stock Enforcement Actions Financial Markets Financial Sector Form 10-Q Form 8-K Regulation S-K Reporting Requirements SEC Securities Securities Fraud Unregistered Securities

SEC Sends Another Message on Section 16 Filings

In connection with a partial settlement of alleged fraudulent activities, the SEC charged three directors of a company associated with the fraud that did not participate in the fraud with failing to make Section 16 filings....more

9/26/2016 - Enforcement Actions Filing Requirements SEC Section 16 Securities Fraud

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

SDNY Awards Front Pay in Sarbanes-Oxley Whistleblower Retaliation Case

Perez v. Progenics Pharmaceuticals, Inc., involved a case where Plaintiff Perez drafted a memo to Progenics’ general counsel and his department head, accusing Progenics of committing fraud by publishing a false press release...more

9/22/2016 - Clinical Trials Corporate Counsel DOL False Press Release Front Pay Hiring & Firing Pharmaceutical Industry Prescription Drugs Reinstatement Retaliation Sarbanes-Oxley Termination Whistleblowers

SEC Suspends Regulation A+ Offering

In the first action of its kind, the SEC has temporarily suspended the Tier 2 Regulation A+ offering of Med-X, Inc. The $15 million continuous offering of common stock was qualified by the SEC on November 3, 2015. ...more

9/19/2016 - Annual Reports Financial Markets Financial Sector Public Offerings Publicly-Traded Companies Regulation A Required Forms SEC Tier 2 Offerings Trading Suspension

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

SEC Charges Private Equity Advisor with Conflicts for Law Firm Discounts

In a settled enforcement action, the SEC charged a private equity advisor, First Reserve Management, L.P., with conflicts of interest and other matters. First Reserve did not admit or deny the SEC’s findings....more

9/16/2016 - Conflicts of Interest Discounts Enforcement Actions Investment Adviser Investment Funds Legal Fees Private Equity SEC Securities Violations

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’s Use of Form PF in Examinations

The SEC has again published its annual report to Congress regarding how the SEC has used Form PF data. The section on enforcement and investigation describes the use of the data in SEC examinations....more

9/6/2016 - Books & Records Form PF Investment Adviser Private Funds SEC

CFTC Proposes to Amend Whistleblower Rules to Provide Anti-Retaliation Enforcement Authority

The CFTC has proposed amendments to its whistleblower rules that reinterpret its anti-retaliation authority and proposes appropriate rule amendments to implement that authority. When the CFTC initially adopted its...more

9/1/2016 - Anti-Retaliation Provisions CFTC Commodities Commodities Exchange Act Popular Retaliation Whistleblower Protection Policies Whistleblowers

SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings

The SEC has proposed rule and form amendments that would require registrants to include a hyperlink to exhibits in their filings. The proposed amendments would require registrants that file registration statements and...more

8/31/2016 - Filing Requirements Hyperlink Registration Requirement Regulation S-K SEC Securities

SEC Awards Culpable Whistleblower $22 Million

The SEC announced the award of more than $22 million to a whistleblower whose detailed tip and extensive assistance helped the agency halt a well-hidden fraud at the company where the whistleblower worked. The $22...more

8/31/2016 - Accounting Fraud Enforcement Actions Popular SEC Whistleblower Awards Whistleblowers

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

GAO Says Companies Face Continuing Challenges in Determining Whether Their Conflict Minerals Benefit Armed Groups

GAO noted in a recent report that as a result of country-of-origin inquiries, an estimated 19 percent more companies that filed Form SD with the SEC reported that they knew or had reason to believe they knew the source of the...more

8/29/2016 - Conflict Mineral Rules Country of Origin Democratic Republic of Congo Due Diligence Form SD GAO SEC

SEC Updates Form ADV

The SEC has adopted final rules requiring investment advisers to provide additional information on Form ADV and other matters. The final rules: - require information about an investment adviser’s separately managed...more

8/25/2016 - Filing Requirements Final Rules Financial Sector Form ADV Investment Adviser Investment Advisers Act of 1940 Investment Management Registration Reporting Requirements SEC Umbrella Registration

SEC Busts Apollo for Disclosure and Supervisory Failures

The SEC charged four private equity fund advisers affiliated with Apollo Global Management for misleading fund investors about fees and a loan agreement and failing to supervise a senior partner who charged personal expenses...more

8/23/2016 - Enforcement Actions Fees Investment Adviser Investment Advisers Act of 1940 Loan Agreements Private Equity Funds SEC Securities Violations

FINRA Relaxes Rules for M&A and Private Placement Brokers

The SEC has approved a series of FINRA rules that are meant to simplify regulation of firms engaged as M&A brokers and those who conduct other limited activities. While the rules may be simpler, it still looks like a...more

8/19/2016 - Advisory Opinions Capital Raising Financial Sector FINRA Investment Adviser M&A Brokers Private Placements Registration Requirement Securities Securities Exchange Act

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