Stinson Leonard Street - Dodd-Frank and the Jobs Act

150 South Fifth Street Suite 2300
Minneapolis, MN 55402, United States

Contact: Steve Quinlivan

  • 612.335.7076
  • 612.335.1657

What is a Security? Even the SEC Can’t Always Tell

On February 27, 2015, an Administrative Law Judge (ALJ) determined that, contrary to claims by the SEC, interests in an LLC that invested in conservation easements as a tax deduction mechanism were not “securities” within the…more
| Administrative Law, Business Organizations, Commercial Law & Contracts, Securities Law, Taxation

More Examples of Social Media in M&A Transactions

Occasionally we see interesting uses of social meeting in M&A transactions. Some recent examples are: From Zillow’s acquisition of Trulia: Fun pushing social media and investor relations envelope . . …more
| Commercial Law & Contracts, Communications & Media Law, Mergers & Acquisitions

Three Dodd-Frank Whistleblower Anti-Retaliation Claims Fail

Courts recently issued three opinions on the whistleblower anti-retaliation provisions of the Dodd-Frank Act. In Murray v. UBS Securities, LLC, Mr. Murray claimed he was terminated because he refused to skew his research…more
| Civil Rights, Labor & Employment Law, Finance & Banking, Securities Law, Real Estate - Commercial

MSRB Moves Foward Professional Qualification Standards For Municipal Advisors

The Municipal Securities Rulemaking Board, or MSRB, has received approval from the SEC to create baseline standards of professional qualification for municipal advisors. The new standards will be incorporated through amendments…more
| Commercial Law & Contracts, Finance & Banking, Securities Law

SEC Identifies Enforcement Priorities for Hedge Funds and Private Equity Funds

Julie M. Riewe, Co-Chief, Asset Management Unit, SEC Division of Enforcement identified enforcement priorities for hedge funds and private equity funds. For private funds — meaning hedge funds and private equity funds —…more
| Commercial Law & Contracts, Finance & Banking, Securities Law

Exercising Drag-Along Rights After Merger Did Not Waive Appraisal Rights

In Halpin et al v. Riverstone National, Inc., the Delaware Court of Chancery found that invoking drag-along rights against minority stockholders after a merger did not waive appraisal rights under the facts of the case before…more
| Commercial Law & Contracts, Finance & Banking, Mergers & Acquisitions, Securities Law

CFTC’s Massad on End-Users

CFTC Chair Timothy G. Massad delivered a speech on the importance of providing flexibility in the CFTC’s regulations to accommodate hedging by commercial end-users of derivatives. Mr. Massad highlighted the following..…more
| Commercial Law & Contracts, Finance & Banking, Securities Law

Supreme Court Interprets Sarbanes-Oxley Evidence Destruction Provisions

We now know that Sarbanes-Oxley does not apply to fish . . . While conducting an offshore inspection of a commercial fishing vessel in the Gulf of Mexico, a federal agent found that the ship’s catch contained undersized…more
| Commercial Law & Contracts, Finance & Banking, Securities Law

ISS Speaks: Proxy Access, Fee Shifting By-laws and More

ISS has published its policy on proxy access matters. ISS will generally recommend in favor of management and shareholder proposals for proxy access with the following provisions..…more
| Commercial Law & Contracts, Labor & Employment Law, Finance & Banking, Securities Law

Bad Actor Disqualifications Are Not Sanction Enhancements

SEC Commissioner Daniel M. Gallagher delivered a speech where he considered the role of bad actor disqualifications in the context of the SEC’s enforcement initiatives. According to the Commissioner, the purpose of bad actor…more
| Administrative Law, Securities Law

NYSE Proposes to Clarify Proxy Solicitation Mechanics

The NYSE proposes to amend Section 402.05 of the Listed Company Manual to clarify that listed companies soliciting proxy material through brokers or other entities must comply with SEC Rule 14a-13. Rule 14a-13 mandates…more
| Business Organizations, Finance & Banking, Securities Law

Sandy Hook Parents and Securities Law Professors Support Trinity Wall Street; Wal-Mart Replies

A group comprised of parents whose children or spouses were victims in the Sandy Hook tragedy, together with the Law Center to Prevent Gun Violence, have filed a brief in support of Trinity Wall Street in a case where Wal-Mart…more
| Business Organizations, Securities Law

Asset Manager Hedging Results Fined for Failing to Register as a Commodity Trading Advisor

On January 16, 2015, the Commodity Futures Trading Commission (CFTC) fined an asset manager, using financial instruments to hedge its clients’ risk, for failing to register as a Commodity Trading Advisor (CTA). See Summit…more
| Commercial Law & Contracts, Energy & Utilities, Finance & Banking, Securities Law

ISS Publishes Industry Group US TSR Medians

ISS has published Industry Group US TSR Medians for Performance-Related Policies. The publication was solely for informational purposes. Company performance relative to industry medians is incorporated into ISS’ evaluation…more
| Commercial Law & Contracts, Securities Law

GE and Others Voluntarily Adopt Proxy Access

GE has voluntarily adopted a proxy access by-law proposal. The by-law permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding common stock continuously for at least three years…more
| Commercial Law & Contracts, Securities Law
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Areas of Practice
  • Energy & Utilities
  • Finance & Banking
  • Government
  • Insurance
  • Labor & Employment Law
  • Mergers & Acquisitions
  • Securities Law
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