Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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Mandate Withheld In Conflicts Minerals Case

In a little known action, the Clerk of Court of the Unites States Court of Appeals for the District of Columbia issued an order in the conflicts minerals case to withhold issuance of a mandate until seven days after...more

4/16/2014 - Conflict Mineral Rules Form SD SEC

Court Invalidates Conflict Minerals Rule Because It Crosses First Amendment Line

In the end, it’s pretty simple. The court held the conflicts minerals rule and statute embodied in Dodd-Frank violate the First Amendment to the extent the statute and rule require regulated entities to report to the...more

4/16/2014 - Conflict Mineral Rules Dodd-Frank First Amendment SEC Supply Chain

A Bad Turn For Reg A+ And Reg D?

SEC Commissioner Luis A. Aguilar gave a speech to an annual conference of the North American Securities Administrators Association, otherwise known as NASAA. On the issue of Reg A+ preemption of state law, the Commissioner...more

4/8/2014 - Form D Filing NASAA Preemption Regulation A SEC

SEC Issues More FAQs On Conflict Minerals

The SEC has issued nine additional frequently asked questions, or FAQs, on the SEC’s conflict reporting rules. Some of the highlights are...more

4/7/2014 - Conflict Mineral Rules Due Diligence IPSA SEC

SEC Investment Management Division Provides Social Media Guidance

Investment Advisers Act Rule 206(4)-1(a)(1) states that: “[i]t shall constitute a fraudulent, deceptive, or manipulative act, practice, or course of business . . . for any investment adviser registered or required to be...more

3/31/2014 - Investment Adviser Investment Management SEC

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

U.S. Brings Criminal Charges For False Sarbanes-Oxley Certifications

An indictment was recently unsealed where the United States recently brought criminal charges, for among other things, false certifications under Section 302 and 906 of the Sarbanes-Oxley Act. The allegations are of course...more

3/27/2014 - Certifications Criminal Prosecution Form 10-K Indictments Sarbanes-Oxley SEC

SEC May Discontinue News Digest

The indications are the SEC may discontinue publication of its time-honored daily News Digest. It has not been published since mid-December. ...more

1/15/2014 - Digital Media Media SEC

SEC Announces Delayed Compliance With Municipal Advisor Rules

The SEC has announced that compliance with the final municipal advisor registration rules will not be required until July 1, 2014, the date on which the first set of municipal advisors will be required to register under the...more

1/14/2014 - Compliance Municipal Advisers SEC

SEC Issues Interpretive Guidance On Municipal Advisor Registration Rules

The SEC Office of Municipal Securities has issued interpretive guidance to address questions from market participants regarding the implementation of new final SEC rules requiring municipal advisors to register with the...more

1/13/2014 - Dodd-Frank Financial Regulatory Reform Municipal Securities Market Municipalities SEC

Hopes Are Up For Invalidation Of The Conflict Minerals Rules

We have explained that the District Court upheld the SEC’s conflict minerals rules. Recently, oral argument on the appeal was heard by the U.S. Court of Appeals for the District of Columbia Circuit....more

1/9/2014 - Conflict Mineral Rules SEC

SEC Removes References To NRSRO Ratings In Certain Rules And Forms

The SEC has adopted amendments to eliminate references in certain of its rules and forms to credit ratings by nationally recognized statistical rating organizations, or NRSROs. The changes were required by the...more

1/7/2014 - Credit Ratings Dodd-Frank NRSRO SEC Securities Exchange Act

Continued Controversy Surrounding Proposed Regulation D Amendments

The controversy continues around the proposed SEC rules that would require a Form D be filed prior to commencing a general solicitation. Recently, seven senators sent this letter to SEC Chair Mary Jo White supporting the...more

1/7/2014 - General Solicitation Regulation D SEC

Summary Of Proposed Amendments To Regulation A

On December 18, 2013, the SEC published its proposal to modify Regulation A. The SEC is proposing to expand Regulation A into two tiers: Tier 1, for offerings of up to $5 million; and Tier 2, for offerings of up to $50...more

12/31/2013 - Debt Securities Dodd-Frank Eligibility Equity Securities Exemptions Offerings Private Equity Private Offerings Regulation A Reporting Requirements SEC Startups

SEC Uses Risk Analytics To Nab Hedge Fund

The SEC charged a London-based hedge fund adviser and its former U.S.-based holding company with internal controls failures that led to the overvaluation of a fund’s assets and inflated fee revenue for the firms. The case...more

12/13/2013 - Asset Valuations Fees Hedge Funds Internal Controls Investment Adviser SEC

Volker Rule Has Vague Guidance About Prohibited Compensation

The so-called Volker Rule, as required to be implemented by the Dodd-Frank Act, generally prohibits any banking entity from engaging in proprietary trading. The final rule has been adopted by the Office of the Comptroller of...more

12/11/2013 - Compensation & Benefits Dodd-Frank Exemptions FDIC Federal Reserve OCC SEC Volcker Rule

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 Gives Guidance On Venture Capital Exemption

The SEC Division of Investment Management has provided guidance regarding the application of the exemption from investment adviser registration available to an investment adviser that advises solely one or more “venture...more

12/3/2013 - Exemptions Investment Advisers Act of 1940 SEC Venture Capital

D&O Questionnaire Update Forms For 2014

The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more

12/2/2013 - Bad Actors Board of Directors Corporate Officers Directors Disclosure Requirements Proxy Statements Rule 506 Offerings SEC

SEC Issues Credit Rating Agency Independence Study – No Changes Necessary

The staff of the Office of Credit Ratings of the SEC has submitted a study under Section 939C of the Dodd-Frank Wall Street Reform and Consumer Protection Act to the Committee on Banking, Housing, and Urban Affairs of the...more

11/22/2013 - Conflicts of Interest Credit Ratings Dodd-Frank Rating Agencies SEC

Representatives Object To Exemption From Resource Extraction Rule Disclosures

Congress is working to reconcile differing versions of legislation to implement an Obama Administration deal with Mexico to develop oil and gas resources in the Gulf of Mexico. Three Democratic lawmakers recently wrote...more

11/20/2013 - Dodd-Frank Energy Exploration Natural Resources Oil & Gas Resource Extraction SEC

SEC Discloses Facts In 2013 Annual Whistleblower Report

The SEC has released its 2013 Annual Report to congress on the Dodd-Frank Whistleblower Program. Setting aside the SEC chest pounding, this is the first year for which the SEC has year-over-year data concerning the nature of...more

11/18/2013 - SEC Whistleblowers

SEC Charges Manager Of Private Equity Fund With Violation Of The Custody Rule

The SEC has settled an administrative action with the managing member of a fund of private equity funds. In an examination the SEC staff learned that the manager was violating the custody rule (Rule 206(4)-2 under the...more

11/12/2013 - Compliance Custody Rule Enforcement Actions Investment Adviser Investment Advisers Act of 1940 Private Equity SEC

SEC Provides Guidance On Definition Of “Qualified Client”

Rule 205-3 issued under the Investment Advisers Act of 1940, or the Advisers Act, provides an exemption from section 205(a)(1) of the Advisers Act, which prohibits an investment adviser from entering into an investment...more

11/7/2013 - Investment Adviser Investment Advisers Act of 1940 Private Funds Qualified Client SEC

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

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