Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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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

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

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

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

Secondary Trading in Regulation A+ Securities; $4.4 Million Committed by Investors Under Regulation Crowdfunding

In connection with the SEC meeting of the Advisory Committee on Small and Emerging Companies, the SEC posted a presentation which deals in part on secondary trading of Regulation A+ securities. Among other things, it includes...more

7/20/2016 - Capital Raising Crowdfunding Emerging Growth Companies FINRA Funding Portal Regulation A SEC Secondary Markets Securities

SEC Clarifies Relationship between HSR Investment Intent and 13D/G Status

The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G. The CDI poses...more

7/15/2016 - Beneficial Owner Corporate Governance Exemptions Filing Requirements Hart-Scott-Rodino Act Publicly-Traded Companies Reporting Requirements Schedule 13D SEC Shareholders

SEC Amends Rules for Administrative Proceedings

The SEC has approved a final rule amending its rules of practice for administrative proceedings. Among other things, the final rules would adjust the timing of administrative proceedings and give parties additional...more

7/14/2016 - Administrative Proceedings Depositions Disclosure Enforcement Actions Evidence Final Rules SEC Securities Litigation

First Inline XBRL Filing Made with SEC

Lennar Corporation became the first to make a filing using the SEC’s newly permitted Inline XBRL format in this Form 10-Q. The SEC permitted use of the new format in an order dated June 13, 2016. Inline XBRL requires...more

7/13/2016 - Disclosure Requirements Dodd-Frank Form 10-Q Publicly-Traded Companies SEC XBRL Filing Requirements

Typical SEC Comments on Merger Proxy Statements

A review of recent SEC comments on merger proxy statements indicates many of these comments were typical, and some are variations on a theme: Rule 14a-6(a) requires that the form of proxy be on file for ten calendar...more

7/11/2016 - Disclosure Requirements Dodd-Frank Mergers Proxy Statements Publicly-Traded Companies SEC Shareholders

SEC Approves Nasdaq Golden Leash Disclosure Rule

The SEC has approved Nasdaq’s proposed Rule 5250(b)(3) regarding disclosure of so called golden leash arrangements. The Rule requires each listed company to publicly disclose the material terms of all agreements or...more

7/5/2016 - Corporate Governance Disclosure Requirements Executive Compensation Financial Markets Form 10-K Golden Leash Arrangements Nasdaq Proxy Statements Publicly-Traded Companies SEC Stock Exchange

SEC Proposes Rule Requiring Investment Advisers to Adopt Business Continuity and Transition Plans

In its third rulemaking in two days without holding a meeting, the SEC proposed a new rule that would require registered investment advisers to adopt and implement written business continuity and transition plans. The...more

6/29/2016 - Business Continuity Plans Financial Markets Financial Sector Investment Adviser Registered Investment Advisors SEC

SEC Adopts Resource Extraction Rules

Responding to a court order, the SEC adopted rules to require resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas or minerals. The rules, mandated by the...more

6/28/2016 - Disclosure Requirements Dodd-Frank Final Rules Mineral Extraction Natural Resources Oil & Gas Resource Extraction SEC Transparency XBRL Filing Requirements

SEC Proposes Increasing Threshold to Qualify as a Smaller Reporting Company

The SEC has proposed amendments that would increase the financial thresholds in the “smaller reporting company” definition. The proposal to update the definition would expand the number of companies that qualify as smaller...more

6/28/2016 - Disclosure Requirements Emerging Growth Companies Filing Requirements Fixing America’s Surface Transportation Act (FAST Act) Popular Regulation S-K Regulation S-X Reporting Requirements Sarbanes-Oxley SEC Section 404 Small Business Threshhold Requirements

SEC Brings First Action under Dodd-Frank Municipal Advisor Antifraud Rules

Two California-based municipal advisory firms and their executives have agreed to settle SEC charges that they used deceptive practices when soliciting the business of five California school districts....more

6/14/2016 - Dodd-Frank Fraud Hiring & Firing MSRB Municipal Advisers Public Entities School Districts SEC Service Contracts Solicitation Unfair or Deceptive Trade Practices

SEC Sets Disclosure Expectations as New Revenue Recognition Standard Implementation Nears

Speaking at a conference, Wesley R. Bricker, SEC Deputy Chief Accountant gave his views on appropriate disclosure as public companies approach implementation of the new revenue recognition standard. According to Mr....more

6/10/2016 - Disclosure Requirements ICFR Investors Reporting Requirements SEC

Republicans Announce Plans to Replace Dodd-Frank

House Financial Services Committee Chairman Jeb Hensarling (R-TX) unveiled details of the Financial CHOICE Act – the Republican plan to replace the Dodd-Frank Act and promote economic growth. CHOICE stands for Creating Hope...more

6/7/2016 - CFPB Chevron Deference Disclosure Requirements Dodd-Frank Financial Sector FSOC Insider Trading MSRB PCAOB Proposed Legislation Regulatory Oversight Reporting Requirements SEC Securities Fraud SIFIs

Nasdaq Golden Leash Proposal

Nasdaq recently extended the comment period for its proposed disclosure requirements on golden leash arrangements. Some may wonder why the proposal is controversial. For an answer, please see the post submitted by in-house...more

6/6/2016 - Comment Period Executive Compensation Golden Leash Arrangements Nasdaq Public Disclosure SEC

SEC Charges Private Equity Advisor for Acting as an Unregistered Broker

The SEC has charged a registered private equity fund adviser and its principal for receiving transaction-based compensation for the provision of brokerage services in connection with the acquisition and disposition of...more

6/2/2016 - Enforcement Actions Investment Adviser Private Equity SEC Transaction-Based Compensation Unregistered Brokers

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

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