Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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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 Donald Trump 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 Donald Trump Financial Sector Financial Services Industry Fixing America’s Surface Transportation Act (FAST Act) JOBS Act Mutual Funds Presidential Elections SEC Small Business Startups

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 Donald Trump Executive Compensation ISS Presidential Elections Presidential Nominations Rule 14a-8 Say-on-Pay SEC Supply Chain 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

No Need to Mail Annual Reports to SEC if . . .

As many know, Exchange Act Rule 14a-3(c) and Rule 14c-3(b) require registrants to mail seven copies of the annual report sent to security holders to the Commission “solely for its information.” A similar provision in Form...more

11/3/2016 - Annual Reports CD&I EDGAR Form 10-K SEC

Revised SEC Rule 504 and Minnesota Offerings

The SEC recently revised Rule 504 of Regulation D to increase the amount of securities that can be offered in any 12-month period from $1,000,000 to $5,000,000. Among other things, Rule 504 allows companies to solicit or...more

10/31/2016 - Capital Raising Crowdfunding Financial Markets Financial Sector Public Offerings Registration Statement Regulation D Rule 504 SEC Securities Act of 1933

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

10/28/2016 - Activist Investors Proxy Contests Proxy Voting Guidelines Publicly-Traded Companies SEC Shareholder Votes Shareholders

New SEC Rules for Intrastate and Regional Securities Offerings

The SEC has adopted final rules to modernize intrastate securities offerings under Rule 147, adopted new Rule 147A to broaden the availability of the existing safe harbor for intrastate securities offerings and amended Rule...more

10/27/2016 - Crowdfunding Exemptions Financial Markets Financial Sector Public Offerings Regulation D Rule 147 Rule 504 Safe Harbors SEC Securities Securities Act Transacting Intrastate Business

SEC Exams Looking for Whistleblower Violations

SEC staff in the Office of Compliance Inspections and Examinations are examining compliance with key whistleblower provisions arising out of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The staff is...more

10/25/2016 - Broker-Dealer Confidentiality Agreements Dodd-Frank Enforcement Actions Financial Sector Investment Adviser Rule 21F SEC Securities Violations Whistleblowers

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

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

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 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

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