Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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SEC to Consider Requiring Inline XBRL Reporting and Comments on Disclosures in the Financial Services Industry

The SEC has issued a notice of a meeting to consider: Whether to propose amendments to rules and forms to require the use of the Inline XBRL format for the submission of operating company financial statement information...more

2/24/2017 - Comment Period Disclosure Requirements Dodd-Frank Financial Sector Financial Services Industry Financial Statements SEC XBRL Filing Requirements

Judge Orders Status Report in Conflict Minerals Case

The conflict minerals case was remanded to the United Stated District Court for the District of Columbia for further proceedings. Judge Jackson has ordered the parties to file a joint status report, on or before March 10,...more

2/16/2017 - Conflict Mineral Rules Disclosure Requirements Dodd-Frank First Amendment Manufacturers SEC

OCIE Issues Alert on the Five Most Frequent Compliance Topics Identified in Examinations of Investment Advisers

The SEC’s Office of Compliance Inspections and Examinations, or OCIE, has published a list of the five compliance topics most frequently identified in deficiency letters that are sent to SEC-registered investment advisers....more

2/9/2017 - Books & Records Custody Rule Industry Examinations Investment Adviser Investment Advisers Act of 1940 OCIE SEC Strict Compliance

SEC to Reconsider Implementation of Pay Ratio Rule

Following on the heels of its announcement to reconsider implementation of the conflict minerals rule, SEC Acting Chairman Michael S. Piwowar has announced his intention to conduct a review of the Dodd-Frank pay ratio rule....more

2/7/2017 - Disclosure Requirements Dodd-Frank Executive Compensation Pay Ratio SEC

SEC Resource Extraction Rule to be Eliminated Under Congressional Review Act

As we previously noted, the House was set to vote on the disapproval of the SEC Resource Extraction Rule under the Congressional Review Act. The joint resolution passed the House by a vote of 235 in favor and 187 against. ...more

2/3/2017 - Administrative Procedure Act Disclosure Requirements Dodd-Frank Minerals Natural Resources Oil & Gas Resource Extraction SEC

First Form AP Filed with the PCAOB

Grant Thornton LLP became the first registered public accounting firm to file a Form AP with the PCAOB. Form AP currently requires identification of the engagement audit partner associated with certain SEC filings and the...more

2/3/2017 - Accounting Accounting Controls Auditors Audits Filing Requirements Financial Sector PCAOB Required Forms SEC

SEC Reconsidering Conflict Minerals Implementation

SEC Acting Chairman Michael S. Piwowar issued a “Statement on the Commission’s Conflict Minerals Rule” and another statement titled “Reconsideration of Conflict Minerals Rule Implementation.” Chairman Piwowar reviewed...more

2/1/2017 - Comment Period Conflict Mineral Rules Democratic Republic of Congo Disclosure Requirements Dodd-Frank First Amendment Mining National Security SEC

SEC Simplifies Filing of Broker-Dealer Annual Reports on EDGAR

The SEC has previously provided guidance on the filing of annual and supplemental reports required under Rule 17a-5 or Rule 17a-12 by broker-dealers or over-the-counter derivatives dealers on the SEC EDGAR system. However,...more

1/31/2017 - Annual Reports Broker-Dealer Derivatives EDGAR Filing Requirements Financial Markets Financial Sector FINRA No-Action Letters Reporting Requirements SEC

House Seeking to Disapprove the Resource Extraction Rule

On Wednesday, February 1, 2017, the House of Representatives is scheduled to consider a joint resolution of disapproval of the SEC’s resource extraction rule. This resolution is provided for under the Congressional Review Act...more

1/31/2017 - Capital Markets Congressional Review Act Dodd-Frank Mineral Extraction Minerals Resource Extraction SEC U.S. House

SEC Brings Enforcement Action for Disclosure Failures During Merger Talks

The SEC announced that Allergan Inc. had agreed to admit securities law violations and pay a $15 million penalty for disclosure failures in the wake of a hostile takeover bid. The SEC’s order finds that Allergan failed...more

1/23/2017 - Allergan Inc Corporate Counsel Disclosure Requirements Hostile Takeover Mergers Negotiations Penalties Pharmaceutical Industry Popular SEC Securities Violations Valeant

Pay-to-Play Enforcement Sweep Snares Private Equity and Venture Capital

On January 17, 2017, the SEC announced nine settled enforcement actions for violations of the pay-to-pay rule against private equity, venture capital and hedge fund sponsors. The firms involved agreed to pay monetary...more

1/23/2017 - De Minimis Claims Enforcement Actions Government Officials Hedge Funds Investment Adviser Pay-To-Play Political Candidates Political Contributions Private Equity Rule 206(4)-5 SEC Venture Capital

SEC Publishes Regulation A+ Statistics

The SEC has published a white paper describing the types of Regulation A+ offerings to date. Facts published include: As of October 31, 2016, prospective issuers have publicly filed offering statements for 147 Regulation...more

1/3/2017 - Financial Sector Public Offerings Regulation A SEC

10th Circuit Finds SEC Administrative Proceedings are Unconstitutional

The Appointments Clause of the US Constitution requires that “inferior officers” be appointed by the President, department heads or courts of law. SEC administrative law judges, or ALJs, are not appointed by the SEC – they...more

12/29/2016 - ALJ Appointments Clause Constitutional Challenges SEC

SEC Finds Pre-IPO Transactions Were Unlawful Security-Based Swaps

The SEC announced that Equidate Inc. agreed to settle charges that it violated federal securities laws by failing to register security-based swaps that were offered and sold online to shareholders in pre-IPO companies....more

12/7/2016 - Commodities Exchange Act Dodd-Frank Financial Markets Financial Sector Registration Requirement Registration Statement SEC Securities Violations Security-Based Swaps Swaps

The Domestic Corrupt Practices Act Arrives According to the SEC

The Securities and Exchange Commission announced that the parent company of United Airlines has agreed to pay $2.4 million to settle charges for providing a public official with more convenient flight options. The parent...more

12/5/2016 - Airlines Airports Books & Records Bribery Corruption Criminal Prosecution Non-Prosecution Agreements Port Authority Public Officials SEC United Airlines White Collar Crimes

SEC Issues Report on Modernization and Simplification of Regulation S-K Required by FAST Act

Section 72003 of the FAST Act directs the SEC to carry out a study of Regulation S-K’s requirements and to consult with the Commission’s Investor AdvisoryCommittee (the “IAC”) and Advisory Committee on Small and Emerging...more

11/28/2016 - Disclosure Requirements Emerging Growth Companies Fixing America’s Surface Transportation Act (FAST Act) Investor Advisory Committee Publicly-Traded Companies Regulation S-K SEC

ISS Announces 2017 Benchmark Policy Updates

ISS has announced its 2017 policy changes. Some key changes for the U.S. are discussed below. Restrictions on Binding Shareholder Proposals. ISS has adopted a new policy when shareholders do not have the ability to...more

11/22/2016 - Benchmarks Bylaws ISS SEC Shareholder Proposals

Trump Risk Factors Begin to Appear in SEC Documents

Risk factors related to uncertainties resulting from possible policies that may be implemented by President-elect Trump have begun to appear in SEC filings...more

11/21/2016 - Clean Power Plan Energy Sector EU Filing Requirements Financial Markets Form 10-Q Form S-1 NAFTA Presidential Elections Referendums Renewable Energy SEC Securities Tax Credits Trade Policy Trump Administration UK UK Brexit Wind Power

A Window into Trump’s SEC?

Insights into an SEC composed of Trump appointees can be gleaned from Financial Services Committee Chairman Jeb Hensarling’s (R-TX) opening statements at a committee hearing on SEC oversight, with testimony by outgoing SEC...more

11/16/2016 - Administrative Appointments Capital Formation Crowdfunding Disclosure Requirements Dodd-Frank Financial Sector Financial Services Industry Fixing America’s Surface Transportation Act (FAST Act) JOBS Act Mutual Funds Presidential Elections SEC Small Business Startups Trump Administration

SEC Grants Broker-Dealers Relief under New Lease Accounting Standard

To perhaps oversimplify things greatly, the new GAAP for lease accounting will require operating leases to be recorded on the balance sheet much like the current treatment for capital leases. This shift in GAAP could wreak...more

11/14/2016 - Accounting Controls Accounting Standards Balance Sheets Broker-Dealer GAAP Operating Lease SEC Securities Exchange Act

Trump and the Repeal of Dodd-Frank

Observers widely believe President-Elect Trump will attempt to dismantle much of the Dodd-Frank Act. While to many it is an interesting idea, it may not have the consequences many believe. Take, for instance, the...more

11/11/2016 - Clawbacks Conflict Mineral Rules Dodd-Frank Executive Compensation ISS Presidential Elections Presidential Nominations Rule 14a-8 Say-on-Pay SEC Supply Chain Trump Administration Universal Proxy Cards

New C&DI’s on Fee Calculations and Form S-8

The SEC issued three new C&DIs on fee calculations: Question 240.11 - Question: An issuer has a Form S-8 on file that registers shares of common stock to be issued upon the exercise of outstanding options. ...more

11/10/2016 - C&DIs Corporate Issuers Filing Fees Form S-8 Preferred Shares Registration Statement SEC Securities Stock Options Transfers

SEC Charges Issuer with Inadequate Segment Reporting

The SEC charged PowerSecure International, Inc. with matters related to inadequate segment reporting in a settled enforcement action. PowerSecure did not admit or deny the SEC’s findings. According to the SEC,...more

11/8/2016 - Disclosure Requirements Executive Compensation Form 10-K GAAP Publicly-Traded Companies SEC

The SEC's Proposed Universal Proxy Rule: Beneficial to Shareholders or Tilting the Result toward Activist Investors?

Under current law and practice, a shareholder of a public company that is asked to vote in a contested election of directors where a slate of directors had been proposed by the company and an activist investor would likely...more

11/3/2016 - Activist Investors Board of Directors Proxy Voting Guidelines Publicly-Traded Companies SEC Shareholders Universal Proxy Cards

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