Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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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

Crowdfunding Begins With 17 Issuers

Monday May 16, 2016 was the first day JOBS Act Title III crowdfunding could be used. Below are links to some portals and other information....more

5/17/2016 - Capital Raising Crowdfunding FINRA Funding Portal JOBS Act Offerings SEC Title III

SEC Enforcement Chief Gives Update on Private Equity

Andrew Ceresney, Director, SEC Division of Enforcement, gave his views on the SEC private equity enforcement initiative at a conference. Mr. Ceresney set forth the various categories of enforcement cases, which at this...more

5/16/2016 - Dodd-Frank Financial Markets Investment Adviser Investment Advisers Act of 1940 Private Equity SEC

SEC Approves PCAOB Rule Requiring Audit Partners to be Identified

The SEC has approved a proposed PCAOB rule requiring identification of audit engagement partners and certain other audit participants....more

5/10/2016 - Audits Disclosure Requirements Partnerships PCAOB SEC

SEC Opinion Examines Reasonable Belief and Accredited Investor Status

The SEC opinion In the Matter of Joseph P. Doxey examines compliance with Rule 506 in an alleged unlawful offering of stock totaling $57,654. The administrative law judge on summary disposition determined that Mr. Doxey...more

5/9/2016 - Accredited Investors ALJ Registration Requirement Regulation D Rule 501 Rule 502 Rule 506 Offerings SEC Securities Act of 1933 Securities Fraud Stocks

First Crowdfunding Portal Application Appears on EDGAR

CFS, LLC became the first crowdfunding portal application available on EDGAR. Actually, the initial application and two amendments are available. The company will conduct business under the name uFundingPortal and its website...more

5/2/2016 - Capital Raising Crowdfunding EDGAR Funding Portal SEC

New Proposed Rules on Banker Incentive Compensation Released

The National Credit Union Administration, or NCUA, became the first of six Agencies to unveil a revised rule proposal under Section 956 of the Dodd-Frank Act: prohibiting incentive-based payment arrangements that the...more

4/22/2016 - Banks Clawbacks Corporate Governance Disclosure Requirements Dodd-Frank FDIC FHFA Gramm-Leach-Blilely Act Incentive Compensation NCUA OCC Policies and Procedures Recordkeeping Requirements Risk Management SEC

SEC Issues Concept Release on Business and Financial Disclosure

The SEC has issued a concept release on business and financial disclosure required by Regulation S-K. The goal of the release assess whether the requirements of Regulation S-K continue to provide the information that...more

4/14/2016 - Disclosure Requirements Executive Compensation Regulation S-K SEC XBRL Filing Requirements

AG Explains Why the Conflict Minerals Decision Was Not Appealed to the Supreme Court

Loretta Lynch, United States Attorney General, explained in a letter to Paul Ryan, Speaker of the House, why the United States did not submit a writ of certiorari with respect to the conflict minerals decision: - The...more

4/11/2016 - Conflict Mineral Rules Disclosure Requirements First Amendment Petition for Writ of Certiorari SEC

Pay Ratio Disclosures Begin to Appear in Proxy Statements

Some companies have begun to disclose pay ratios in their proxy statements in advance of the SEC requirement. We have included a sample below. Of course, you’ll want to compare the samples to the rules before relying on them....more

4/11/2016 - CEOs Disclosure Requirements Dodd-Frank Executive Compensation Median Employee Pay Ratio Proxy Statements SEC

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