Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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NAM Says No Need for En Banc Rehearing in Conflict Minerals Case

Earlier, the United States Court of Appeals for the District of Columbia Circuit ordered the appellants in the conflict minerals case, NAM et al, to file a response to the SEC’s and Amnesty International’s petition for an en...more

9/15/2014 - Amnesty International Appeals Conflict Mineral Rules En Banc Review Manufacturers NAM SEC

SEC Examinations of Newly Registered Private Fund Advisers Wind Down

In testimony before Congress, SEC Chair Mary Jo White noted that she anticipates SEC staff will conclude a two-year initiative to conduct focused, risk-based exams of newly registered private fund advisers in October 2014. ...more

9/12/2014 - Compliance Hedge Funds Investment Adviser Private Equity SEC

SEC Cops Bust 36 for Failure to File Ownership Reports

The SEC charged 29 officers, directors, or major shareholders for violating federal securities laws requiring them to promptly report information about their holdings and transactions in company stock. Seven publicly-traded...more

9/11/2014 - Corporate Officers Directors Enforcement Actions Filing Requirements Publicly-Traded Companies SEC Shareholders

SEC Proposes Communications Exemption for Certain Security Based Swaps

The Dodd-Frank Act amended the Securities Act of 1933 and the Securities Exchange Act of 1934 to include “security-based swaps” in the definition of “security” for purposes of those statutes. As a result, “security-based...more

9/9/2014 - SEC Securities Act of 1933 Securities Exchange Act Security-Based Swaps Swaps

Good News and Bad News: Commerce Department Publishes List of Conflict Minerals Processing Facilities

The good news is the Commerce Department published a list of ”all known conflict mineral processing facilities worldwide” as required by section 1502(d)(3)(C) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more

9/8/2014 - Conflict Mineral Rules Dodd-Frank SEC

SEC Denies Confidentiality Request for Form 13F

The SEC has denied an institution manager a confidential treatment request related to Form 13F because the request had only conclusory allegations. According to the SEC...more

9/5/2014 - Compliance Form 13F SEC

SEC Fights Off Phony Whistleblower Submissions

As might have been expected, some will go to great lengths to claim they are entitled to a whistleblower reward based on suspect evidence. An example is this Commission order denying a whistleblower award to one person,...more

9/2/2014 - SEC Whistleblower Awards Whistleblowers

Conflict Minerals: Court Orders NAM to File Response to En Banc Rehearing Petition

The SEC, the perceived loser in the conflicts minerals case at the time, filed a petition for an en banc rehearing on May 29, 2014. NAM, the perceived winner at the time, stayed silent. After these many months, with public...more

8/29/2014 - Conflict Mineral Rules NAM SEC

FINRA and Exchanges Submit Tick Size Pilot Plan

FINRA and the exchanges have complied with an SEC order to establish a national market system plan to implement a targeted 12-month pilot program that will widen minimum quoting and trading increments (tick sizes) for certain...more

8/27/2014 - FINRA SEC Stocks

SEC Reports on Use of Form PF Data

The SEC has issued its annual report on use of Form PF data. In its examination and enforcement programs regarding registered investment advisers that manage private funds, the staff generally reviews information contained...more

8/19/2014 - Compliance Enforcement Enforcement Actions Form PF Private Funds SEC

Suspense and Intrigue Surround Closed SEC Meeting

The SEC Office of Inspector General has released a redacted version of an investigation regarding a leak of Commissioner Piwowar’s vote during an executive session of a closed Commission meeting regarding an enforcement...more

8/13/2014 - Mary Jo White OIG SEC

SEC Commissioner Objects to Retroactive Application of Dodd-Frank Bars

Commissioner Gallagher recently filed this opinion dissenting in part with respect to In the Matter of John W. Lawton. The matter arose out of the alleged misconduct of respondent John W. Lawton, who purportedly committed...more

8/6/2014 - Dodd-Frank Fraud Investment Advisers Act of 1940 NRSRO SEC

SEC Waives Rule and Reverses Course to Grant Whistleblower Windfall

In August 2013 the SEC whistleblower claims review staff issued a preliminary determination and recommended a whistleblower claim be denied. Although the record demonstrated that the claimant provided original information to...more

8/1/2014 - Compliance Dodd-Frank Enforcement Enforcement Actions SEC Self-Regulatory Organizations Whistleblower Protection Policies Whistleblowers

SEC Grants Exceptions to Family Office Rules

The SEC has previously adopted a rule to define “family offices” that are excluded from the Investment Advisers Act of 1940. “Family offices” are entities established by wealthy families to manage their wealth and provide...more

7/31/2014 - Estate Planning Family Offices Investment Advisers Act of 1940 SEC Tax Planning

New Decision Bodes Well for SEC in Conflict Minerals Case

In April 2014, the United States Court of Appeals for the District of Columbia held the SEC’s conflict minerals rule and statute embodied in Dodd-Frank violate the First Amendment to the extent the statute and rule require...more

7/30/2014 - Conflict Mineral Rules Dodd-Frank Enforcement Enforcement Actions First Amendment SEC

Hedge Fund COO Makes Admissions in SEC Settlement

The SEC announced that the former Chief Operating Officer at Harbinger Capital Partners LLC has agreed to settle allegations that he assisted a scheme by the firm and its owner to misappropriate millions of dollars from a...more

7/29/2014 - C-Suite Executives Hedge Funds Income Taxes Misappropriation SEC Settlement

Examples of Social Media in M&A Transactions

In April 2014, the SEC provided guidance on the use of social media in M&A and other contexts. Companies have begun to cautiously make use of the guidance but the flood gates haven’t exactly opened....more

7/21/2014 - Enforcement FCC Popular SEC Social Media

When is a Consultant an Executive Officer? – SEC Brings Another Case

The SEC has instituted administrative proceedings against a registrant and others alleging that two individuals with prior law violations secretly controlled the operational and management decisions of the registrant while...more

7/17/2014 - Consultants Corporate Officers Issuers SEC

FSOC = Firing Squad On Capitalism Says SEC Commissioner

Speaking at a conference, SEC Commissioner Michael S. Piwowar’s opening remarks included “In preparing for this speech, I thought a lot about what moniker I could use to best describe the [Financial Oversight Stability...more

7/16/2014 - FSOC SEC

SEC Provides Guidance to Private Equity on Seller Escrows

The SEC has issued guidance to registered private equity advisers regarding escrow arrangements resulting from the sale of a portfolio company. The guidance revolves around a circumstance involving the sale of a portfolio...more

7/11/2014 - Compliance Escrow Accounts Private Equity SEC

GAO Says Commerce Department Has Not Complied With Conflict Minerals Obligations

The Government Accountability Office, or GAO, has issued a report noting the SEC issued a rule in 2012 requiring certain companies to disclose the source and chain of custody of necessary conflict minerals in their products....more

7/7/2014 - Compliance Conflict Mineral Rules GAO SEC U.S. Commerce Department

SEC Orders Exchanges and FINRA to Submit Tick Size Pilot Program

The SEC has ordered registered securities exchanges and FINRA to submit a tick size pilot program within 60 days. The order specifies that the control group will be quoted at the current tick size increment, $0.01 per share,...more

6/25/2014 - FINRA SEC Securities

SEC: Don’t Ignore the Habitually Wrong Whistleblower

SEC Chair Mary Jo White recently gave a speech on a number of important matters, including the role of directors as gatekeepers, her views of self-reporting of violations and the SEC’s whistleblower program. In the speech...more

6/25/2014 - Board of Directors Directors Mary Jo White SEC Whistleblowers

Integrated Private Equity Firms Charged With Failure to Register and Pay-to-Play Violations

The SEC charged two firms with failing to register as investment advisers because their operations were integrated and charged one of the entities with violating pay-to-play rules....more

6/23/2014 - Enforcement Enforcement Actions Integration Investment Adviser Pay-To-Play SEC

Don’t Ask a Whistleblower to Investigate the Conduct Reported to the SEC

The SEC recently charged a hedge fund advisory firm, which we refer to as the employer, for the first time using its new authority to bring anti-retaliation enforcement actions. The head trader for the employer reported to...more

6/17/2014 - Compliance Enforcement Enforcement Actions Retaliation SEC Whistleblowers

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