Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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SEC Charges KKR With Misallocating Broken Deal Expenses

Everyone knew the SEC would pursue a marquee-name private equity sponsor for misallocating expenses. It finally happened, with KKR settling charges for misallocating “broken deal” expenses. Charges against others are likely...more

6/29/2015 - Disgorgement Enforcement Actions Fund Sponsors Investment Advisers Act of 1940 Private Equity SEC

SEC Meeting to Consider Compensation Clawback Proposal

The SEC has announced an open meeting to consider clawback of executive compensation under Section 954 of the Dodd-Frank Act to be held on July 1, 2015. According to the notice of the meeting, the SEC will consider whether...more

6/26/2015 - Clawbacks Dodd-Frank Executive Compensation SEC Securities Exchange Act

SEC Publishes 11 Regulation A+ CD&Is

The SEC has published 11 Compliance and Disclosure Interpretations related to Regulation A+ — numbered 182.01 through 182.11 under Securities Act Rules. Highlights are: - Twitter is allowed for testing the waters! ...more

6/24/2015 - Acquisitions CD&I Compliance Disclosure Requirements Issuers Mergers Preemption Registration Requirement Regulation A Reporting Requirements SEC Securities Securities Exchange Act Social Media Tier 2 Offerings Twitter

First Regulation A+ Offering Document Appears on EDGAR

Perhaps the first Regulation A+ offering document has appeared on EDGAR. According to the documents it is a Tier 2 offering for up to $50,000,000. The offering circular states the offering commenced on June 19, 2015. The...more

6/23/2015 - EDGAR Public Offerings Real Estate Development Real Estate Investments Regulation A SEC Tier 2 Offerings

SEC Exams to Focus on Sales of Retirement Products

The SEC Office of Compliance Inspections and Examinations, or OCIE, has launched a multi-year Retirement-Targeted Industry Reviews and Examinations (ReTIRE) Initiative. OCIE is focusing on retirement-based savings in...more

6/23/2015 - Broker-Dealer Conflicts of Interest Disclosure Requirements Examination Priorities Investment Adviser Investors Marketing Material Disclosures OCIE Retirement Plan SEC

SEC Provides Guidance on Definition of “Spouse” and “Marriage”

The SEC has provided guidance on the definition of “spouse” and “marriage” in the wake of United States v Windsor. That case held Section 3 of the Defense of Marriage Act was unconstitutional. As a result the SEC will...more

6/22/2015 - DOMA New Guidance Same-Sex Marriage SEC Securities Spouses US v Windsor

Gallagher: SEC Should Not Alienate Chief Compliance Officers

Outgoing SEC Commissioner Daniel M. Gallagher explained his dissenting votes in two SEC enforcement actions against Chief Compliance Officers. Mr. Gallagher explained that in both instances, the Commission’s order states...more

6/19/2015 - Chief Compliance Officers Compliance Financial Markets Investment Adviser SEC Securities

SEC Says Fantasy Stock Trading Violates Securities Laws; Charges Others for Selling Illegal Security-Based Swaps

The SEC issued an Investor Alert which says fantasy stock trading for small amounts of money can violate provisions of securities laws implemented by the Dodd-Frank Act. I bet the Congressional drafters of these provisions...more

6/18/2015 - Bitcoins Business Valuations Derivatives Dodd-Frank Investors IPO Popular SEC Securities Securities Exchange Act Security-Based Swaps Startups Stock Trades Stocks Swaps Virtual Currency

SEC Denies Montana’s Request to Stay Regulation A+

Montana and Massachusetts previously filed suit to challenge Regulation A+ adopted by the SEC under the JOBS Act. On June 5, 2015, Montana requested that the Commission stay the effective date of the amendments to Regulation...more

6/17/2015 - Business Development Capital Markets JOBS Act Motion To Stay Regulation A SEC Small Business

SEC Has No Plans to Change the Way Administrative Judges Are Appointed (For Now)

The United States District Court for the Northern District of Georgia, Atlanta Division, entered a preliminary injunction preventing the SEC from conducting an administrative proceeding in an insider trading matter. In the...more

6/16/2015 - Administrative Hearings ALJ Appointments Clause DOJ Gray Financial Group Insider Trading Motion To Stay Preliminary Injunctions SEC Solicitor General

SEC to Appeal Preliminary Injunction Blocking Administrative Proceeding

The United States District Court for the Northern District of Georgia, Atlanta Division, entered a preliminary injunction preventing the SEC from conducting an administrative proceeding in an insider trading matter. The...more

6/16/2015 - Administrative Hearings Appointments Clause Financial Markets Insider Trading Motion To Stay Preliminary Injunctions SEC Securities

SEC Provides Update on Concept Release for Audit Committees

In October 2014, Compliance Week noted that SEC Chair Mary Jo White indicated a concept release on Audit Committees would be forthcoming. James Schnurr, Chief Accountant, SEC Office of the Chief Accountant gave an update on...more

6/10/2015 - Audit Committee Compliance Investors SEC

Court Enters Preliminary Injunction Against SEC Administrative Proceeding

The United States District Court for the Northern District of Georgia, Atlanta Division, has entered a preliminary injunction preventing the SEC from conducting an administrative proceeding in an insider trading matter. The...more

6/9/2015 - Administrative Hearings ALJ Appointments Clause Enforcement Actions Insider Trading OMB Preliminary Injunctions SEC

SEC To Release “No Review” Letters

Traditionally the SEC has released correspondence related to its review of registration statements. Now the staff will also release “no review” letters for filed registration statements that are not reviewed. It doesn’t add...more

6/9/2015 - Issuers No Review Letters Registration Statement SEC

Massachusetts Moves to Block Regulation A+

The Secretary of the Commonwealth of Massachusetts has filed a petition for review of Regulation A+. The Secretary is asking that the rule be vacated because it is arbitrary, capricious and not in accordance with the...more

5/26/2015 - Administrative Procedure Act JOBS Act Regulation A SEC Small Business

SEC Updates EDGAR for Regulation A+

The SEC has updated its EDGAR Filer Manual to document changes being made to accommodate Regulation A+ under the JOBS Act. EDGAR will be updated to add Regulation A submission form types DOS, DOS/A, DOSLTR, 1-A, 1-A/A,...more

5/26/2015 - EDGAR JOBS Act Offering Statements Regulation A SEC

Proxy Access – Week of May 17 – The Trend Is Less Clear

During the week of May 17, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more

5/26/2015 - Boston Properties Inc Chipotle Grill Community Health Systems Form 8-K Kohls Proxy Access Rule Proxy Statements SEC Shareholder Proposals

And Now Bad Actor Waivers for Forward-Looking Statements

The Securities Act (Section 27A(b)) and the Exchange Act (Section 21E(b)) exclude reliance on the safe harbor for forward-looking statements if, among other things, the statement is made with respect to an issuer that has,...more

5/22/2015 - Bad Actors Barclays Safe Harbors SEC Securities Exchange Act Sherman Act

Does the SEC Want Issuers to Self-Report Everything?

Andrew Ceresney, Director, SEC Division of Enforcement delivered remarks at a conference where he addressed the SEC’s cooperation program. Much of the focus was on the benefits of self-reporting and cooperation in...more

5/21/2015 - Compliance FCPA Professional Misconduct SEC Self-Reporting White Collar Crimes

Pay Versus Performance Rules Proposed by Securities and Exchange Commission

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) issued another proposed rule under the Dodd-Frank Act, this time with respect to the pay versus performance requirements of Section 953(a) of the Act. ...more

5/12/2015 - CPEOs Dodd-Frank Executive Compensation Pay-for-Performance Pensions Profit Sharing Proxy Statements Regulation S-K Retirement Plan SEC Securities Shareholders Stocks Total Shareholder Return (TSR) XBRL Filing Requirements

Observations on the SEC’s Proposed Pay Versus Performance Rule

The SEC has issued a proposed rule to require companies to disclose the relationship between executive compensation and the financial performance of a company. The details of the proposed rule have been well publicized, and...more

5/8/2015 - CD&A Executive Compensation Pay-for-Performance SEC Stocks Total Shareholder Return (TSR)

Proxy Access — Week of April 26

During the week of April 26, 2015, 8-Ks were filed that disclosed two shareholder sponsored proxy access proposals passed and two failed. All required three percent ownership for three years and all were opposed by the...more

5/4/2015 - Coca Cola Exelon Generation Form 8-K Marathon Oil Proxy Access Rule Rule 14a-8 SEC Shareholder Proposals

SEC Makes Whistleblower Award in Connection With Retaliation Case

The SEC announced a maximum whistleblower award payment of 30 percent of amounts collected in connection with In the Matter of Paradigm Capital Management, Inc. and Candace King Weir, File No. 3-15930 (June 16, 2014), the...more

4/29/2015 - Employer Liability Issues Enforcement Actions Retaliation SEC Whistleblower Awards Whistleblowers

SEC Finds Confidentiality Agreements Violates Whistleblower Rules

The SEC announced its first enforcement action against a company for using improperly restrictive language in confidentiality agreements with the potential to stifle the whistleblowing process....more

4/2/2015 - Civil Monetary Penalty Confidentiality Agreements Enforcement Actions Kellogg Brown & Root Neither Admit Nor Deny Settlements SEC Whistleblowers

SEC Brings Enforcement Action Related to Perks

The SEC charged the former CEO of Silicon Valley-based technology firm Polycom Inc. with using nearly $200,000 in corporate funds for personal perks that were not disclosed to investors. It’s the second enforcement action in...more

4/1/2015 - C-Suite Executives Enforcement Actions False Reporting Form 10-Q Misappropriation SEC

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