U.S. SECURITIES AND EXCHANGE COMMISSION

BUSINESS

FORUM

SMALL

REPORT ON THE 41 S T ANNUAL

04.04 — 07.2022
The U.S. Securities and Exchange Commission (SEC) annually hosts the Government-Business 

Forum on Small Business Capital Formation. The recommendations contained in this report 

were developed and drafted by the 2022 Forum participants. The recommendations are not 

endorsed or modified by the SEC and, as with the remarks of SEC Commissioners and staff 

published in this report, do not necessarily reflect the views of the SEC, its Commissioners, or 

any of the SEC’s staff members. 

Digital copies of the prior reports and other materials relating to previous Forums, dating back 

to 1993, are available online.
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | i

FORUM AT A GLANCE

4 DAYS 6 HOURS

of content

1,302 VIEWS

20

POLICY

recommendations

21

tweets from 

@SECGov

462 views of our 

EDUCATIONAL RESOURCES

and PUBLICATIONS

1 clickto ENGAGE

REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | iii

CONTENTS

FORUM HIGHLIGHTS..........................................................................................................................1

Day 1: Empowering Entrepreneurs

Tools to Navigate Capital Raising............................................................................3

Day 2: Hometown Entrepreneurship

How Entrepreneurs Can Thrive Outside of 

Traditional Capital Raising Hubs..............................................................................8

Day 3: New Investor Voices

How Emerging Fund Managers Are Diversifying Capital.............................13

Day 4: Small Cap World

What to Know and How to Think Ahead........................................................... 18

ADVISORY PLANNING GROUP..................................................................................................23

SEC OFFICIALS’ REMARKS..........................................................................................................25

Martha Legg Miller, Advocate for Small Business Capital Formation .................25

Chair Gary Gensler................................................................................................................... 28

Commissioner Hester M. Peirce............................................................................................31

Commissioner Allison Herren Lee ..................................................................................... 33

Commissioner Caroline A. Crenshaw............................................................................... 35

Pam Gibbs, Office of Minority and Women Inclusion................................................37

Renee Jones, Division of Corporation Finance............................................................40

ABOUT THE OFFICE OF THE ADVOCATE 

FOR SMALL BUSINESS CAPITAL FORMATION..................................................................42
AGENDA

Monday, April 4

Empowering Entrepreneurs

Tools to navigate capital raising

Tuesday, April 5

Hometown Entrepreneurship

How entrepreneurs can thrive outside of 

capital raising hubs

Wednesday, Apri

w Investor Voices Ne e How emerging fund managers ar

diversifying capital

l 6

Thursday, April 7

Small Cap World

What to know and how to think ahead
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 1

FORUM HIGHLIGHTS

The SEC’s annual Small Business Forum is a unique event where members of the public and 

private sectors gather to provide feedback to improve capital raising policy.1 The Forum 

covers a broad range of issues affecting small businesses and their investors, from early-stage 

entrepreneurial ventures to smaller public companies.

This year marked the 41st Forum, which the SEC hosted virtually over four days from 

April 4 to 7, 2022. Each day featured a different topic, with speakers highlighting success 

stories as well as areas for policy improvement.

The SEC’s Office of the Advocate for Small Business Capital Formation leads the event, in 

collaboration with each of the Commissioners and many other offices and divisions across 

the agency.

POLICY RECOMMENDATIONS

A hallmark of the Forum is the opportunity for participants to develop policy recommendations 

to improve capital raising. Based on feedback from prior Forums, and consistent with last year’s 

event, we invited participants to submit recommendations in advance, as well as “chat” them in 

during the live event. Doing so fostered a more inclusive environment where all voices could be 

heard while being efficient with participants’ time.

At the conclusion of each day’s panel discussion, participants used online voting to prioritize 

the relevant recommendations based on their perception of the positive impact it would have 

on capital formation. This report includes the top five recommendations from each day.

Alongside each recommendation is a response from the Commission, noting any corresponding 

policy initiatives that have been made public.2 The Commission will consider Forum 

recommendations alongside other public comments for relevant policy initiatives.
2 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

ENGAGING PUBLIC PARTICIPANTS

Participants in the Forum bring a breadth of perspectives to the policy deliberations, approaching 

the capital raising ecosystem from a variety of backgrounds, geographies, and life cycle stages.3

4 SEC

COMMISSIONERS

12

SEC STAFF

appearances

321

Average of

ATTENDEES 

each day

11

SEC SMALL 

BUSINESS 

ADVOCACY

team members

12 guest 

PANELISTS

336

registered 

participants from

41 U.S. STATES and 

territories and

22 COUNTRIES
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 3

DAY 1: EMPOWERING ENTREPRENEURS

Tools to Navigate Capital Raising

Agenda

1:00 P.M. Welcome Remarks from Martha Legg Miller, SEC Small Business 

Advocacy Team

1:05 P.M. Remarks from SEC Chair Gary Gensler

1:10 P.M. Remarks from Pamela Gibbs, Division of Women and 

Minority Inclusion

1:15 P.M. Panel Discussion, moderated by Amy Reischauer, SEC Small 

Business Advocacy Team

2:00 P.M. Closing Remarks from Julie Zelman Davis, SEC Small Business 

Advocacy Team

2:05 P.M. Voting to Prioritize Policy Recommendation Submissions

Panel Speakers

CAROLINE CUMMINGS

Chief Executive Officer

RAIN (Regional Accelerator & Innovation Network)

Eugene, OR

Caroline co-founded and served as CEO of two technology startups, raising close to $1 million 

for her ventures. She has helped many other entrepreneurs raise millions in capital. She has also 

personally invested in 21 startup companies and was instrumental in recruiting more women to join 

angel and venture funds in Oregon. At RAIN, she provides outreach and support to small and rural 

communities globally, coaches and mentors underrepresented entrepreneurs, and builds strategic 

partnerships where the goal is to reduce barriers to starting a business.

83% of entrepreneurs, small businesses 

and startups, just don’t qualify for 

traditional lending or traditional venture 

financing...Maybe the door was slammed 

on them, or maybe they don’t even know 

where the door is, let alone how to get in.
4 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

ARMEER KENCHEN

Executive Director

CornerSquare Community Capital, North Carolina Rural Center

Raleigh, NC

Armeer leads the North Carolina Rural Center’s small business credit initiatives as well as 

CornerSquare Community Capital, and has more than 25 years of experience working with 

CDFIs, non-profit and community development organizations. Prior to joining the Rural Center, he 

served in a variety of executive leadership roles, including as Executive Vice President at Self-Help 

and CEO of Generations Community Credit Union.

It is important not to give up. The 

resources are there. Find the resources, 

find the people, and just don’t give up.

BETTY WONG

Co-Founder

Stage2Startups

New York, NY

Betty co-founded Stage2Startups to help mid-career and senior professionals, who are often 

overlooked among founders, transition to entrepreneurship, with a special focus on women, 

people of color, LGBTQ, immigrants, and veterans. Betty herself is an entrepreneur with C-suite 

experience, having launched over 30 products for both Fortune 500 and smaller companies, 

nonprofits, and government entities.

There are a lot of people out there 

with great ideas...These are unicorn 

type companies that can generate 

a lot of benefit for our society, and 

yet these people are lost in terms of 

how to raise money.

4 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 5

Highlights from Panel Discussion

» Entrepreneurs should be made aware of resources that are available when raising capital. 

There are many entrepreneurs with great ideas but who lack knowledge about and experience 

with raising capital. 

» Capital should be accessible not only to underrepresented groups but also to underrepresented 

locales outside of the traditional tech-hub hotspots such as New York or Silicon Valley. 

» One of the biggest resources for new entrepreneurs is having relationships with entrepreneurs 

who have been through the process. You have to turn over every stone, but many new 

entrepreneurs do not know where the stones are.

» A thriving capital market means more jobs. There is a direct connection between lack of 

capital and lack of other opportunities. There is a real connection between having capital and 

having an overall better quality of life. 

» Surround yourself with people who are different from you, and welcome their opinions. Allow 

yourself to be a little uncomfortable. Do not underestimate anyone in your circle. Have an 

open mind and explore all of your options.

Participants' Policy Recommendations

Ensure capital raising rules provide equitable access to capital for 

underrepresented founders and investors 

COMMISSION RESPONSE

Fair and efficient capital markets are important to protecting underrepresented founders and 

investors. To that end, the Commission regularly evaluates ways to improve its capital raising rules, 

and the Spring 2022 Regulatory Agenda includes initiatives to consider further updates to the 

Commission’s rules related to exempt offerings.4 If the Commission pursues a rulemaking in any 

of these areas, the Commission will carefully balance concerns relating to the impact on companies 

participating in the U.S. capital markets (including those led by underrepresented founders) with the 

regulatory objectives of the rules, and carefully weigh the public comments to achieve the appropriate 

balance. Ensuring investor confidence in capital markets and disclosure is a crucial ingredient in 

capital formation, including capital formation for small business and underrepresented entrepreneurs. 

In addition, the SEC Investor Advisory Committee submitted a series of recommendations to the 

Commission in March 2021 to address systematic wealth gaps in our country and ensure that 

minority communities have greater investment opportunities.5

 In August 2020 and May 2021, the 

SEC Small Business Capital Formation Advisory Committee submitted recommendations for the 

Commission to promote access to capital for underrepresented founders and investors, including 

women, minorities, and founders outside of prominent tech hubs.6 This committee also submitted 

recommendations in March 2022 regarding a potential rulemaking on the definition of accredited 

investor that noted concern that raising the financial thresholds of this definition could have 

disproportionate impacts on various demographic groups, making the definition less inclusive and 

widening the nation’s racial wealth gap.7 The Commission will consider these recommendations and 

this Forum recommendation in connection with any relevant regulatory initiatives.
6 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

Support entrepreneurs who lack the technical assistance 

to understand how to access traditional capital

COMMISSION RESPONSE

The Commission supports efforts to provide and improve accessibility of educational and technical 

resources to support entrepreneurs and their investors. In 2021, the SEC’s Small Business Advocacy 

Office, in partnership with other SEC offices and divisions, launched the following online 

educational resources:

• Capital Raising Hub8: a centralized portal for educational resources for entrepreneurs 

and their investors with tools to assist in raising capital from investors.

• Cutting Through the Jargon9: a glossary of key terms that makes the language of capital 

raising more accessible to small businesses and their investors. 

• Navigate Your Options10: an interactive tool that explores regulatory pathways available 

to raise capital, through which users answer a series of questions to identify the most 

relevant pathways to raise capital based on their specific needs.

• Capital Trends Maps11: data on where capital is being raised across the country under 

various offering pathways.

• Building Blocks12: a suite of educational materials that break down fundamental 

securities law concepts into plain language.

• Emerging Fund Managers13: a series of virtual events to empower a new generation of 

investment decision makers and increasing diversity among capital allocators.

The resources were developed based on feedback received directly from prospective users during 

outreach. As a part of broader efforts to make SEC resources more accessible and in response to 

feedback from small businesses, the SEC recently merged its legacy small business resources page 

into the new Capital Raising Hub, which is now directly accessible under the “Education” tab on 

the SEC’s homepage. The SEC’s Small Business Advocacy Office, in partnership with other SEC 

offices and divisions, has engaged with small businesses, investors, and thought leaders in the 

market to highlight these new educational resources, and will continue to seek engagements with 

diverse audiences across the country. 

The Commission welcomes continued engagement and ideas to improve the resources. 
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 7

Utilize technology and educational resources to help facilitate 

small business capital markets and decentralize and democratize 

capital markets

COMMISSION RESPONSE

The Commission supports efforts to improve accessibility of educational resources and technology

to help facilitate small business capital markets. As described above, in 2021, the SEC’s Small 

Business Advocacy Office, in partnership with other SEC offices and divisions, launched several 

educational resources to support entrepreneurs and their investors and has taken steps to improve 

the accessibility of its educational resources.

The Commission welcomes continued engagement and ideas to improve the resources and 

technology available for participants in the small business capital markets.

In considering any changes to the private capital markets, ensure 

companies have viable pathways to access capital to allow growth 

and innovation

COMMISSION RESPONSE

The Commission welcomes ideas for how the federal securities laws can facilitate cost-effective

access to capital for companies of all sizes while maintaining investor protection. The Spring 2022 

Regulatory Agenda includes initiatives to consider updates to the Commission’s rules related to

exempt offerings, including potential updates to Regulation D, Form D, and Rule 144. These

initiatives recognize that investor protection and investor confidence in capital markets provide 

the bedrock for small business capital formation. The Commission will consider this Forum 

recommendation, in connection with any such initiatives.

Revise Regulation Crowdfunding to permit investment companies 

to conduct a Regulation Crowdfunding offering

COMMISSION RESPONSE

Section 4A(f)(3) of the Securities Act prohibits investment companies, as defined in the Investment 

Company Act (or companies that are excluded from the definition of an investment company under 

section 3(b) or 3(c) of the Investment Company Act), from using the Regulation Crowdfunding

exemption. Because the prohibition on investment companies originates in this statutory 

provision, an amendment to Section 4A(f)(3) to permit investment companies under Regulation 

Crowdfunding’s eligibility criteria would require Congressional action. 
8 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

DAY 2: HOMETOWN ENTREPRENEURSHIP

How Entrepreneurs Can Thrive Outside of Traditional 

Capital Raising Hubs

Agenda

1:00 P.M. Welcome Remarks from Sebastian Gomez Abero, SEC Small 

Business Advocacy Team

1:05 P.M. Remarks from Commissioner Hester M. Peirce

1:10 P.M. Introduction by Martha Legg Miller, SEC Small Business 

Advocacy Team

1:15 P.M. Panel Discussion, moderated by Julie Zelman Davis, SEC Small 

Business Advocacy Team

2:00 P.M. Closing Remarks from Sarah Kenyon, SEC Small Business 

Advocacy Team

2:05 P.M. Voting to Prioritize Policy Recommendation Submissions

Panel Speakers

VICTOR GUTWEIN

Founder and Managing Partner

M25

Chicago, IL

Victor founded M25 to provide early-stage capital to tech startups headquartered in the Midwest. 

The firm has since grown to become the most active venture firm in the region. Victor has a 

passionate history with startups, including founding a vending machine business and kick scooter 

company. Victor is a Kauffman Fellow (Class 22) and a former leader in Hyde Park Angels.

Networking needs to be intentional. The 

more people that hear your story, the 

more people that can help you out or may 

have a connection. [Think] big and don’t 

be afraid to pitch big vision.
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 9

VANESSA ROANHORSE

CEO | Co-founder

Roanhorse Consulting | Native Women Lead

Albuquerque, NM

Vanessa founded Roanhorse Consulting, an Indigenous women-led think tank to encourage 

economic empowerment through entrepreneurship. She is also a co-founder of Native Women 

Lead, a nonprofit that fosters a connected community of Native/Indigenous women entrepreneurs. 

Her many professional and civic leadership roles are united by a focus on social, environmental, 

and economic change.

Indigenous women-owned businesses 

are an $11 billion industry, without 

any resources, tools, or real capital. 

Imagine what it would look like if we 

invested in them.

JORDAN WALKER

Co-Founder

Yac

Orlando, FL

Jordan co-founded Yac in 2019, an audio-first messaging platform to enrich communication 

among teams using voice rather than text or video. After developing the prototype during a 

hackathon contest, the company subsequently raised over $10 million from multiple professional 

investors. In addition, Jordan creates experience-driven designs for apps, websites, and VR/AR 

through his company SoFriendly.

Remote work has broken down 

barriers...Entrepreneurs and investors 

alike have begun to realize building 

in siloed cities creates dangerous echo 

chambers. It’s possible to build a real 

business from anywhere.

REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 9
10 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

Highlights from Panel Discussion

» Increasingly, investors are seeking out companies that are not located on a coast. Different 

regions can have advantages in terms of cost of living and the ability to find unique talent 

and work more closely with their customers. 

» Historically, venture capital has been a game where you have to know people. As people 

have grown more comfortable with remote work, there has been an opening up, and 

entrepreneurs have more opportunities to reach out. 

» Recent tech company successes in the Midwest region have motivated those entrepreneurs to 

redeploy that capital locally. Angel investing has always been highly localized, and now there 

are more cities with their own crop of angel investors deploying money locally.

» For many non-Native investors, there is a lack of understanding about how tribal 

sovereignty, Native relationships, and history play into what Indigenous founders are 

looking for and what resources are needed. There is a long history in the United States where 

Native Americans have given up ownership of something and did not get back what they 

expected. 

» In some ways, VCs’ high-growth model does not align with what many Indigenous founders 

are building – local, sustainable businesses that consider the impact on the earth and 

community as well as on the bottom line. It is going to take a different kind of system that 

incorporates this understanding into the funding.

Participants' Policy Recommendations

Expand the accredited investor definition to achieve greater diversity 

among startup investors and entrepreneurs

COMMISSION RESPONSE

The Spring 2022 Regulatory Agenda includes a potential release seeking public comment on ways

to further update the Commission’s rules related to exempt offerings to more effectively promote 

investor protection, including updating the financial thresholds in the accredited investor definition. 

The Commission will consider this Forum recommendation in connection with any such release 

and any other relevant initiatives.
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 11

Expand the accredited investor definition to include additional 

measures of sophistication

COMMISSION RESPONSE

In 2020, the Commission adopted amendments to the definition of “accredited investor” under 

Regulation D of the Securities Act that added new categories of qualifying natural persons and 

entities and made certain other modifications to the definition.14 This included amendments allowing 

natural persons to qualify as accredited investors based on certain professional certifications, 

designations, or credentials. The amended rule includes a nonexclusive list of attributes that the 

Commission will consider in determining which professional certifications and designations or other 

credentials qualify a natural person for accredited investor status. In a related order, the Commission 

designated holders in good standing of the Series 7 (Licensed General Securities Representative), 

Series 65 (Licensed Investment Adviser Representative), and Series 82 (Licensed Private Securities 

Offerings Representative) licenses as accredited investors.15 The Commission may designate 

additional qualifying professional certifications, designations, and other credentials by order. In 

addition, the SEC Small Business Capital Formation Advisory Committee has recommended 

that, in a potential rulemaking regarding the definition of accredited investor, the Commission 

consider alternative methods for investors to qualify as sophisticated, noting that this could include 

investment experience, knowledge gained through work experience or membership in associations, 

education credentials, additional professional certifications, or tests to demonstrate sophistication.16

The Spring 2022 Regulatory Agenda includes a potential release seeking public comment on ways 

to further update the Commission’s rules related to exempt offerings to more effectively promote 

investor protection, including possible updates to the financial thresholds in the accredited investor 

definition. The Commission will consider this Forum recommendation in connection with any such 

release and any other relevant initiatives.

Expand the accredited investor definition to include any person 

who invests not more than 10% of the greater of his/her annual 

income or net assets

COMMISSION RESPONSE

The Spring 2022 Regulatory Agenda includes a potential release seeking public comment on ways 

to further update the Commission’s rules related to exempt offerings to more effectively promote 

investor protection, including possible updates to the financial thresholds in the accredited investor 

definition. The Commission will consider this Forum recommendation in connection with any such 

release and any other relevant initiatives.
12 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

In considering changes that raise the wealth thresholds in 

the accredited investor definition, consider the unintended 

consequences on access to capital in under-resourced and 

underrepresented communities

COMMISSION RESPONSE

The Commission is mindful of concerns about how our capital markets are serving underrepresented 

founders and investors. In addition, the SEC’s Small Business Capital Formation Advisory 

Committee recently considered the wealth gap among different racial and ethnic groups, as well as 

across different geographic communities, in connection with its recommendations on the definition 

of “accredited investor.”17 The Spring 2022 Regulatory Agenda includes a potential release seeking 

public comment on ways to further update the Commission’s rules related to exempt offerings to 

more effectively promote investor protection, including possible updates to the financial thresholds 

in the accredited investor definition. The Commission will consider this Forum recommendation in 

connection with any such release and any other relevant initiatives.

Finalize the Commission’s finders order

COMMISSION RESPONSE

In October 2020, the Commission proposed an exemptive order that would permit natural persons 

to engage in certain limited activities involving accredited investors without registering with the 

Commission as a broker-dealer.18 In connection with that proposal, the Commission requested public 

comment on all aspects of the proposed exemption. Finalizing the proposal is not included in the 

Commission’s Spring 2022 Regulatory Agenda.
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 13

DAY 3: NEW INVESTOR VOICES

How Emerging Fund Managers Are Diversifying Capital

Agenda

1:00 P.M. Welcome Remarks from Jenny Riegel, SEC Small Business 

Advocacy Team

1:05 P.M. Remarks from Commissioner Allison Herron Lee

1:10 P.M. Remarks from William Birdthistle, Division of Investment Management

1:15 P.M. Introduction by Martha Legg Miller, SEC Small Business Advocacy Team

1:20 P.M. Panel Discussion, moderated by Sebastian Gomez Abero, 

SEC Small Business Advocacy Team

2:00 P.M. Closing Remarks from Kim Dinwoodie, SEC Small Business 

Advocacy Team

2:10 P.M. Voting to Prioritize Policy Recommendation Submissions

Panel Speakers

BRANDON BROOKS

Founding Partner

Overlooked Ventures

Columbus, OH

Brandon is a tech entrepreneur and the founding partner at Overlooked Ventures, where he 

brings his passion about helping overlooked founders take their startups to the next level through 

access to capital, resources, and connections to scale their businesses. Brandon bootstrapped his 

own startup, Inventrify.

Every new emerging fund manager is fighting 

for the same small slice of pie, while there’s 

still $50B out there going to the historic funds 

that have been around for a long time. I can’t 

believe we’re all fighting gladiator-style or 

Hunger Games-style to get a slice of the pie.
14 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

DAVE LU

Managing Partner

Hyphen Capital

San Francisco, CA

Dave Lu founded Hyphen Capital to provide early-stage capital to the next generation of Asian 

American founders. He brings over 20 years of technology operating experience to the companies 

in which he invests, having worked at multiple iconic Silicon Valley technology companies and 

subsequently founding his bootstrapped startup Fanpop and venture-backed startup Pared.

I had the fortune of access to networks because I 

went to the right schools, but it’s very difficult for 

Black, Brown, Asian, other founders. They don’t 

have that access because they weren’t granted 

that access in the first place...If you don’t break 

into that circle it’s very hard to be noticed.

ERICA DUIGNAN MINNIHAN

Founder and General Partner

Reign Ventures

New York, NY

Erica Duignan Minnihan is co-founder and General Partner of Reign Ventures, a seed-stage venture 

capital firm investing in consumer tech and enterprise software companies. Reign Ventures is 

committed to promoting racial inclusivity and gender equity in the venture capital markets. Erica 

runs the firm’s New York City office, where she also is actively involved with her alma mater, 

Columbia Business School, to cultivate and support the entrepreneurial ecosystem.

14 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

Female GPs, GPs of color, first time GPs, we have 

to do a lot to get in front of these potential investors 

and convince them why we’re better. If you are 

different in whatever way, you’re going to have 

extra work to do to convince that asset manager 

to take a risk on you, to try your...uniquely 

differentiated investment strategy and that you as a 

manager [can] create outsized returns for them.
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 15

Highlights from Panel Discussion

» Success with institutional LPs is critical to the ability to go on to raise additional 

commitments from private institutional endowments and other institutional LPs.

» There has been progress with underrepresented GPs obtaining commitments from 

institutional LPs after the events of the summer of 2020 surrounding racial justice. Those 

commitments, however, are still small compared to the LPs’ total portfolio.

» Every new emerging fund manager is fighting for the same small slice of pie set aside by the 

institutional LPs.

» Accessing VC funding remains very difficult for Black, Brown, Asian, Indigenous and other 

minority founders. 

» Capital raising is all about network and access, and many minority founders do not have 

relationships with institutional LPs because they are not in the same circles.

» There still is not a lot of VC funding in overlooked cities outside the coasts.

Participants' Policy Recommendations

Create a new private fund exemption to allow states to foster 

intrastate and regional funds focused on community-based investing 

that is open to non-accredited investors

COMMISSION RESPONSE

The Commission supports collaboration among the SEC’s Division of Investment Management,

Division of Corporation Finance, Small Business Advocacy Office, and the Small Business Capital 

Formation Advisory Committee to explore ways to enhance community-based investing.

In connection with increasing access to capital, the Commission adopted a set of rule amendments 

designed to facilitate capital formation and increase opportunities for investors by expanding access 

to capital for small and medium-sized businesses and entrepreneurs across the United States.19

In February 2022, the SEC’s Small Business Capital Formation Advisory Committee met and 

discussed how the accredited investor definition impacts capital raising opportunities for early-stage 

companies that raise capital through exempt offerings.20 In addition, in 2021, that same advisory 

committee explored ways to improve access to capital for underrepresented founders and investors 

and encourage small, regional funds.21

Finally, the Commission regularly evaluates ways to expand and diversify access to capital, and will 

consider this Forum recommendation in connection with these efforts.
16 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

Increase the thresholds (number of investors and cap on fund size) 

allowed in 3(c)(1) funds to achieve greater diversity among startup 

investors and entrepreneurs

COMMISSION RESPONSE

A 3(c)(1) fund is a type of pooled investment vehicle that is excluded from the definition of 

“investment company” under the Investment Company Act of 1940 (1940 Act) because it has no 

more than 100 beneficial owners and otherwise meets criteria outlined in Section 3(c)(1) of the 

1940 Act. 3(c)(1) funds are often used by venture capital firms and other early-stage investors who 

pool capital for investment in startups. 

A “qualifying venture capital fund” is a type of private fund that is excluded from the definition of 

“investment company” under Section 3(c)(1) of the 1940 Act.

Any amendments to Section 3(c)(1) would require Congressional action.

Support underrepresented emerging fund managers—specifically 

minorities and women—building funds that diversify capital allocators, 

engage sophisticated investors, and challenge pattern matching trends

COMMISSION RESPONSE

The Commission supports efforts to improve diversity among fund managers and entrepreneurs 

who raise capital. As described above, in 2021, the SEC’s Small Business Advocacy Office, in 

partnership with other SEC offices and divisions, launched several educational resources to support 

entrepreneurs and their investors, including content to help support underrepresented emerging 

fund managers, their investors, and their portfolio companies.22

The SEC’s Small Business Capital Formation Advisory Committee submitted recommendations in 

2020 and 2021 for the Commission to promote increased opportunities for diverse entrepreneurs 

and investors.23 The SEC’s Investor Advisory Committee submitted recommendations in March 

2021 to address systematic wealth gaps and ensure that minority organizations have greater 

investment opportunities.24 In addition, the SEC’s Office of the Investor Advocate has sought to 

engage with diverse communities, including investors in the disability community, ethnic-based 

groups, veterans, and young adults.25

The SEC’s Asset Management Advisory Committee and its Subcommittee on Diversity and 

Inclusion recommended that the Commission focus on transparency of business practices for 

consultants who recommend investment advisers and investment funds to improve diversity among 

asset managers.26 Finally, the SEC’s Asset Management Advisory Committee and the Commission 

have also elevated and prioritized the goal of increasing and promoting diversity, equity, and 

inclusion in the asset management industry.27

The Commission will consider this Forum recommendation in connection with these and 

other initiatives.
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 17

Increase the number of investors allowed in 3(c)(1) funds 

above 99 investors

COMMISSION RESPONSE

As noted above, a 3(c)(1) fund is a type of pooled investment vehicle that is excluded from the

definition of “investment company” under the 1940 Act because it has no more than 100 beneficial 

owners and otherwise meets criteria outlined in Section 3(c)(1) of the 1940 Act.

Any amendments to Section 3(c)(1) to change the number of investors allowed would require 

Congressional action.

Support underrepresented and emerging fund managers and their 

investors through targeted resources, in collaboration with other 

federal agencies

COMMISSION RESPONSE

The Commission supports efforts to improve accessibility of educational and technical resources to 

improve diversity among fund managers and investors. As described above, in 2021, the SEC’s 

Small Business Advocacy Office, in partnership with other SEC offices and divisions, launched 

several educational resources to support entrepreneurs and their investors. The following educational 

resources available through the SEC’s new Capital Raising Hub28 include content to help support 

emerging fund managers and their investors:

• Cutting Through the Jargon29: a glossary of key terms that makes the language of capital raising 

more accessible to small business owners and their investors. The glossary includes foundational 

terminology, along with small business investing terminology, and fund-specific terminology.

• Capital Trends Maps30: data on where capital is being raised across the country under various 

offering pathways.

• Building Blocks31: a suite of educational materials that break down fundamental securities law 

concepts into plain language, including accredited investors, general solicitation, private funds, 

exits and liquidity, and the consequences of non-compliance. 

• Emerging Fund Managers32: a series of virtual events to empower a new generation of investment 

decision makers and increasing diversity among capital allocators. 

The resources were developed based on feedback received directly from prospective users during outreach. 

The SEC’s Small Business Advocacy Office, in partnership with other SEC offices and divisions, has engaged 

with small businesses, investors, and thought leaders in the market to highlight these new educational 

resources, and will continue to seek engagements with diverse audiences across the country. A number of 

these events have already included collaboration with staff from other federal agencies, including the Small 

Business Administration, the U.S. Department of Commerce, and the U.S. Department of the Treasury.33

The Commission welcomes ideas from underrepresented and emerging fund managers and their investors 

for specific resources and programming that would be most impactful to improve diversity among 

investment decision-makers.
18 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

DAY 4: SMALL CAP WORLD

What to Know and How to Think Ahead

Agenda

1:00 P.M. Welcome Remarks from Jenny Choi, SEC Small Business 

Advocacy Team

1:05 P.M. Remarks from Commissioner Caroline A. Crenshaw

1:10 P.M. Remarks from Renee Jones, Division of Corporation Finance

1:15 P.M. Introduction by Martha Legg Miller, SEC Small Business 

Advocacy Team

1:20 P.M. Panel Discussion, moderated by Jenny Riegel, SEC Small 

Business Advocacy Team

2:05 P.M. Closing Remarks from Martha Legg Miller, SEC Small Business 

Advocacy Team

2:10 P.M. Voting to Prioritize Policy Recommendation Submissions

Panel Speakers

ADAM J. EPSTEIN

Founder

Third Creek Advisors, LLC

San Francisco, CA

A former institutional investor, Adam now provides capital markets insights to Small-Cap Institute, 

Inc.’s editorial board, is a contributor to Nasdaq’s small-cap content platform, and serves as a 

mentor at the Nasdaq Entrepreneurial Center. In 2012, he authored The Perfect Corporate Board: 

A Handbook for Mastering the Unique Challenges of Small-Cap Companies (McGraw Hill, 2012).

It’s a small percentage of small caps that are terrific 

at shareholder engagement and terrific at capital 

engagement, but there are two things they do really 

well: they tell really easy to understand, concise, 

dynamic stories, and they tell them to investors who are 

most likely to have interest in what they’re doing. You 

need both of those, especially in turbulent markets.
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 19

Being a public company, you’re held to a standard 

that is very different from a private company. 

That discipline, if you can survive it, can only 

make you stronger. As painful as it is, it raises 

the bar and makes you a stronger and more 

transparent company, and that’s really essential to 

survive and thrive in the small cap market.

PETER HOLT

President and Chief Executive Officer

The Joint Corp.

Scottsdale, AZ

Peter is the chief executive at The Joint (JYNT), a Nasdaq-traded company that operates the largest 

franchise network of chiropractic clinics in the world. Prior to taking the helm at The Joint, Peter 

held multiple leadership roles with both domestic and international companies. Peter also advises 

Stage Six in their support of sustainable franchises scaling in emerging markets worldwide.

KRISTOPHER SIMPSON

Senior Vice President and General Counsel

Urban One, Inc.

Washington, DC

Kris is a leader at Urban One, Inc. (UONE), an integrated media company focused on Black 

culture in America through its radio, syndications, digital, and cable portfolio. Kris has been with 

the company for over a decade, counseling the Nasdaq-traded company on securities law, finance, 

acquisitions and dispositions, corporate development, and corporate governance matters. Prior to 

his time at Urban One, Kris worked in corporate development and investor relations at E*TRADE 

Financial Corporation. Before going in-house, Kris practiced corporate, heath and securities law at 

Holland & Knight, LLP.

You just have to make sure you’re telling 

[your] story in a cogent manner and marrying 

that with the facts. At the end of the day, it’s 

all about the story because that story, it’s your 

strategic plan. It’s your vision. It’s how you 

weighed the volatility. It’s your guiding post.

REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 19
20 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

Highlights from Panel Discussion

» Small-cap companies are essential in the public markets as they not only constitute the 

majority of public companies in the United States, but also employ many Americans and 

cultivate innovation. 

» Market volatility is a double-edged sword; it can generate higher trading volume that 

may help attract more institutional investors, but it can bring challenges in attracting new 

employees and managing expectations of existing corporate partners. 

» An effective board brings expertise that management may not have – access to a level of 

expertise that can protect and propel the company moving forward.

» Diversity is in the interest of businesses. A diverse board and a diverse workforce help the 

business to be more profitable.

» When contemplating going public, company leadership must first identify why they are going 

public and whether they have the resources to go through the process. 

» When a company is included in an index, it will help increase the trading volume of 

the company’s shares, but on the other hand, it may be more challenging to engage and 

communicate with the index fund as your investor. 

» Scaling and exemptions from certain rules for smaller public companies are essential for 

small-cap companies with limited resources. 

Participants' Policy Recommendations

Modernize Section 17(b) of the Securities Act to warn against 

pump-and-dump schemes by requiring additional disclosure about 

paid stock promotion

COMMISSION RESPONSE

Section 17(b) of the Securities Act requires promoters to disclose certain information about their

compensation. Any amendments to Section 17(b) would require Congressional action.
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 21

Consider the impact of the proposed environmental, social, or 

governance (ESG) regulations on small and medium-sized companies, 

including whether such requirements will discourage companies from 

going public

COMMISSION RESPONSE

On March 9, 2022, the Commission proposed rules to enhance and standardize disclosures 

regarding cybersecurity risk management, strategy, governance, and cybersecurity incident 

reporting by public companies that are subject to the reporting requirements of the Securities 

Exchange Act of 1934.34 The release solicits comment on whether the Commission should 

exempt certain categories of registrants, such as smaller reporting companies, from proposed 

disclosure requirements about a company’s risk management, strategy and governance regarding 

cybersecurity risks. As an alternative, the release also solicits comment on whether the Commission 

should consider scaled disclosure requirements for smaller reporting companies and certain other 

categories of registrants. 

On March 21, 2022, the Commission proposed rules to enhance and standardize climate-related 

disclosures for investors.35 The proposed amendments include certain disclosure accommodations, 

including an exemption from the Scope 3 emissions disclosure requirement for smaller reporting 

companies and a longer transition period to comply with the proposed rules for smaller reporting 

companies. 

The Commission will consider this Forum recommendation in connection with these proposed 

rules and any other ESG initiatives.

Modernize regulation of transfer agents in response to technological 

and market advancements to increase disclosures made available to 

broker-dealers to facilitate liquidity for smaller public companies while 

continuing to protect investors

COMMISSION RESPONSE

In 2015, the Commission published an Advance Notice of Proposed Rulemaking and Concept 

Release outlining various issues related to the transfer agent regulatory regime and potential 

rulemaking to address those issues.36 The Commission will continue to consider the comments 

received and this Forum recommendation in connection with this initiative.
22 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

Increase transparency around short selling activities and improve 

short sale data

COMMISSION RESPONSE

In connection with short sale disclosure, self-regulatory organizations, including NYSE, Nasdaq, 

and FINRA, currently provide short selling information on their websites, and the Commission 

currently provides information on failures to deliver securities that may result from sales, including 

short sales. On February 25, 2022, the Commission proposed a new rule and related form designed 

to provide greater transparency through the publication of short sale-related data to investors and 

other market participants.37 Under the rule, institutional investment managers that meet or exceed 

a specified reporting threshold would be required to report, on a monthly basis using the proposed 

form, specified short position data and short activity data for equity securities. The Commission 

will continue to consider the comments received and this Forum recommendation in connection 

with this initiative.

Collaborate with NSCC, DTCC, clearing firms, and broker-dealers 

to improve the clearing and settlement process for small public 

companies

COMMISSION RESPONSE

SEC Staff regularly engage with market participants, including the entities and types of market 

participants named here, regarding issues related to the national clearance and settlement system. 

The Commission welcomes ideas to improve the clearance and settlement process for small 

public companies.
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 23

ADVISORY PLANNING GROUP

The SEC’s Small Business Advocacy team convened an advisory planning group to provide 

strategic input on the Forum.38 Planning group members brought additional perspectives to 

the Forum planning process, weighing in on improvement opportunities from prior Forums, 

emerging issues impacting access to capital, highlighting potential speakers, and promoting the 

event within their networks.

Chair Martha Legg Miller

 Director, Office of the Advocate for Small Business Capital Formation

 U.S. Securities and Exchange Commission

Government & Regulatory Representatives

Gregory J. Dean, Jr. Carrie Lee

Senior Vice President, Office of Senior Advisor, Minority Business 

Government Affairs Development Agency

FINRA United States Department of Commerce

Bailey DeVries Andrea Seidt

Associate Administrator Ohio Securities Commissioner

U.S. Small Business Administration National Association of State Securities 

Administrators

Karl Fooks

Outreach Manager, Office of Domestic Finance Eric Smith

U.S. Department of Treasury Director, Office of Innovation and 

Entrepreneurship

U.S. Economic Development Administration

Business & Professional Organization Representatives

Katie Allen Greg Brown

Senior Vice President Executive Director

Center for American Entrepreneurship Keenan Institute at UNC Chapel Hill

Faith Bautista Charles Crain

President & Chief Executive Officer Director, Tax & Domestic Economic Policy

National Asian American Coalition, National Association of Manufacturers

National Diversity Council

Jessica Chin Foo

Shelly Omilâdé Bell Pride Economic Impact Index Manager

Chief Executive Officer StartOut

Black Girl Ventures
24 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

Patrick Gouhin Bonnie J. Roe

Chief Executive Officer Chair of the Small Business Issuers 

Angel Capital Association Subcommittee, Business Law, Section’s 

Committee on Federal Regulation of Securities

Victor Hwang American Bar Association

Founder and Chief Executive Officer

Right to Start Rodney Sampson

Executive Chairman & Chief Executive Officer

Samara Mejia Hernandez Opportunity Hub and OHUB Foundation

Founding Partner

Chingona Ventures Charlotte Savercool

Director of Government Affairs

Joseph Kapp National Venture Capital Association

Founder

RuralRISE Jennifer J. Schulp

Director of Financial Regulation Studies, Center 

Erica Duignan Minnihan for Monetary and Financial Alternatives

Founding Partner Cato Institute

Reign Ventures

Keith M. Spears Brett T. Palmer General Partner

President VC Include

Small Business Investor Alliance

Eli Velasquez Carlo Passeri

Co-founder and Managing Partner Director, Capital Markets and Financial Investors of Color Services Policy

Biotechnology Innovation Organization

Evan Williams

Andre Perry Director, Center for Capital Markets 

Fellow, Metropolitan Policy Program Competitiveness

The Brookings Institution US Chamber of Commerce

Maxwell R. Rich Sevetri Wilson

Deputy General Counsel, VP of Regulatory Founder and Chief Executive Officer

Affairs, Secretary Resilia

Open Deal Inc., dba Republic
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 25

SEC OFFICIALS’ REMARKS

RETHINKING CAPITAL RAISING POLICY: OPENING REMARKS

MARTHA LEGG MILLER

Good afternoon, and welcome to the SEC’s 41st annual Small 

Business Forum. This is one of my favorite events of the year, and 

not just because it brings together hundreds of people who are 

passionate about capital raising, all of our Commissioners, as well 

as other government leaders. This annual event signals that no matter 

the good work we have done, we will always need advocates pushing 

us to rethink and retool our policies in response to a constantly 

changing environment. 

FISH TANKS VS. VAST OCEANS

If the world were static—like an unchanging fish tank—we could have crafted perfect rules that 

could be etched in stone forever. With the right people in the room in 1982 at the first Forum, we 

conceivably could have solved all of the capital raising challenges, patted each other on the back, 

and moved on.

Yet we live in a dynamic world, less a fish tank than a vast blue ocean. It is a world defined by 

continuous change, not homeostasis. Entrepreneurship and investing have dramatically changed 

over the past 41 years of the Forum (not to mention the nine decades of the SEC’s existence), and 

they will continue to change. Even the best, most thoughtful policies will become outdated with 

time, requiring revisiting and refining to meet the needs of a changing world.

THE CHANGING TIDES AT RECENT FORUMS

Let’s take the last three years as an example (which coincidentally line up with the three years 

the Forum has taken place since our Office’s conception). In 2019, we met in the middle of the 

country in Omaha, Nebraska—where the staple tends to land in the middle of a map of the 

United States. One of the key themes of that Forum was highlighting that entrepreneurship exists 

everywhere.39 We did what many entrepreneurs were then doing to raise capital: hop on an 

airplane and travel across the country. The 2019 Forum occurred in the world of handshakes, 

nametags, and crowded auditoriums.

One year later, as we were finalizing plans to take the 2020 Forum to another state, we were 

forced to flip our plans upside down in response to COVID-19. It was our first foray into 

hosting the Forum on sofas and in home offices across the country. Just a few months into the 

pandemic, the Forum conversation shifted to the issues of the day: how the world would adapt 

to working remotely, and, even more critical, how the racial justice reckoning of Black Lives 

Matter would impact capital raising policy.40
26 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

Last year as we celebrated the 40th Small Business Forum, we were all well-versed with virtual 

meetings, albeit with a heavy dose of Zoom fatigue. Instead of talking about when we would 

get back to “normal”—the way things had been pre-pandemic—we were talking about how 

we would evolve going forward, blending the best of both worlds.41 The 2021 Forum was less 

about how to use tools for remote collaboration, and more about how those tools could unlock 

trapped potential among entrepreneurs and investors alike.

As we look ahead to this year’s Forum and future gatherings, we know this vast ocean will 

continue to change. Your advocacy efforts are essential to refining policy to build the companies 

of tomorrow. Whether it be the rise of Web3, new forms of financing, changing investor 

expectations, or illumination of social inequities, I have no doubt that the Forum will continue 

to be a critical venue to explore the changing tides and how we, as policymakers, should 

correspondingly evolve in our thinking.

CALL TO ACTION

For those listening along and thinking: well, Martha is stating the obvious... of course things 

have changed since 1982, and of course they will continue to change! You are right, which 

makes my call to action to rethink all the more important.

The purpose of the Forum is not to convene a group of people who all think alike and have 

the same ideas about how to fix capital raising policy. Instead, the purpose is to convene a group 

of people who can share stories, perspectives, and suggestions that will intrigue, spark ideas, 

and make you question what you know about capital raising so that you may do rethinking 

of your own.

Ironically, this call to action—to rethink—is the most challenging for the smartest person in the 

room: the expert, the person with the answers and the impressive résumé. Take my nudge as a 

compliment; research shows that the smarter you are, the harder it often is for you to update 

your beliefs and viewpoints on the world,42 and hence the more important for you to actively 

force yourself to rethink.

I’ll share an example. Many capital markets experts extol that the market is efficient, meaning 

if a company is a “good one,” capital will find it. Conversely, if a company struggles to raise 

capital, it must be because the company is a “bad one.” Maybe that would be the case in a 

contained fishbowl. Yet the data and our Office’s experiences have shown again and again that 

who you are—your personal network, 

location, education, and demographic 

group—often is the first hurdle to clear 

before investors ever learn what you are 

building and, critically, whether they will 

invest.

43 Many founders never get in the 

room to tell their story to investors because 

of who they are. I would use the phrase 

“the door is slammed in their face,” but for 

most of those founders, they never get near 

the doorway at all. If you haven’t witnessed 

“Many founders never get in the 

room to tell their story to investors 

because of who they are. I would 

use the phrase “the door is slammed 

in their face,” but for most of those 

founders, they never get near the 

doorway at all.”
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 27

the exclusivity of capital raising, it’s easy to buy into the meritocracy narrative that good money 

will find good companies if you don’t pause to rethink. The meritocracy narrative is just not true, 

at least not for those who don’t “look the part.”

ON TO THE EXCITING PART: THE MAIN EVENT

As we embark upon the next four days of the Forum with insightful remarks from our 

Commissioners and each of our speakers, listen closely when you hear something new, 

something that conflicts with your worldview. If you find a puzzle piece that looks out of place, 

rather than casting it aside, ponder whether there are others like it, whether the complete puzzle 

may be bigger than the picture you’ve had to date. That is the beauty of the Forum: you will 

stretch, learn, and grow at the same time you are actively influencing policy.

Thank you for joining us today and across each day of the 41st Small Business Forum. I 

am grateful that you care deeply about capital raising and are spending your most valuable 

resource—your time—with us.

It takes a talented team to bring this event together, and while biased, I think ours is the best. 

Thank you to Jenny Choi, Julie Zelman Davis, Sebastian Gomez Abero, Sarah Kenyon, Jephte 

Lanthia, Jenny Riegel, Malika Sullivan, Todd VanLaere, with extra thanks to Amy Reischauer 

and Kim Dinwoodie for leading this event.

It has been the greatest gift the past 3+ years serving as the SEC’s inaugural Director of the 

Office of the Advocate for Small Business Capital Formation. In this role, I have learned 

more from engaging with people who think differently than me than those with whom I have 

shared perspectives. To each person who has taken the time to raise your hand, speak up, and 

collaborate to advance capital raising policy: thank you. My ask of you is to keep it up, to raise 

your hand again (or for the first time!), and to use your voice for good.

Now join me in diving into the main event: the vast blue ocean, which is far more interesting 

than a fish tank could ever dream to be.
28 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

CHAIR GARY GENSLER

Thank you, Martha, for that kind introduction. I want to say how 

grateful I am for your leadership, particularly as you prepare for your 

next chapter in professional life.

As is customary, I would like to note that my views are my own, 

and I’m not speaking on behalf of the Commission or SEC staff.

Martha, in the closing days of 2018, you stepped up to the plate to 

build and lead the SEC’s Office of the Advocate for Small Business 

Capital Formation.44

Since then, the office has represented “It is fundamental to the SEC’s mission 

the interests of a core part of our for businesses of every size—and from economy: America’s small businesses. 

It is fundamental to the SEC’s mission every sector and the full diversity of 

for businesses of every size—and from 

every sector and the full diversity of our country—to have full access to 

our country—to have full access to our our capital markets.” capital markets.

From the Office of the Advocate for Small Business Capital Formation to the agency as a 

whole, the SEC’s work is to help ensure that when we protect investors, and when we promote 

fair, orderly, and efficient markets, we ultimately support the ability for companies of all sizes to 

raise money.

This week’s forum will share ideas on the steps we can take to help ensure that small businesses, 

from early start-ups to small-cap companies, can grow. When small businesses grow, our 

economy grows.

I understand firsthand what happens when small businesses can grow. I am the son and grandson 

of small business owners. My two sets of grandparents opened and ran a grocery store and a bar, 

both in Baltimore. My dad built a small vending machine business that served hundreds of other 

small businesses in the process, such as small diners and bars.

In this sense, my family’s business was part of a larger community of small businesses, whose 

owners were as diverse as the city of Baltimore.

Today, the SEC and the Office of the Advocate for Small Business Capital Formation have taken 

important measures on behalf of the large and diverse community of small businesses. These 

measures have improved full and equal access to our capital markets—whether you work at a 

grocery store or one of the startups innovating today.
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 29

I would like to highlight a few of these measures.

First, the office has developed several resources to make it easier for entrepreneurs to navigate the 

process to raise capital. One of these is the office’s new Capital Raising Hub, which offers a wealth 

of educational resources.45

Second, the office has worked to make the language around raising capital easier to understand, 

thanks to their Cutting through the Jargon glossary.46

More broadly, the office has taken strides to represent the interests of all small business investors in 

SEC policymaking.

Facilitating capital formation is an integral part of the SEC’s three-part mission.

Facilitating capital formation is bolstered as well by other parts of our three-part mission: 

promoting fair, orderly, and efficient markets, along with protecting investors.

Fairness is about expanding opportunity through widening access to our capital markets. 

Transparency and competition promote efficiency to in turn promote lower costs for those trying 

to raise capital. Through investor protection, we enhance the confidence and trust in markets for 

investors, the ultimate source of capital for an entrepreneur with a good idea.

I believe that by promoting these principles, the SEC advances stronger market conditions for 

companies of all sizes.

It facilitates capital formation, for example, to have more efficient stock and fixed income 

markets that lower the cost of the intermediation in the middle of the market for investors 

and issuers.

It facilitates capital formation to bring more transparency and competition to private funds, 

where advisers may take in aggregate several hundred billion dollars of fees each year.47 That’s 

good for companies on one side—including small businesses hoping to raise funds—and investors 

on the other.48

In crafting various rule proposals, I’ve also asked staff to consider how recommendations might 

affect smaller reporting companies. For example, in our recent climate disclosure proposal, there 

are aspects that apply only to the largest companies—the accelerated filers—and not to smaller 

reporting companies, particularly around greenhouse gas emissions. The proposal recognizes 

that our rules can impact companies of different sizes in different ways and provides targeted 

accommodations for smaller reporting companies, such as by exempting those smaller companies 

from disclosing Scope 3 emissions.49 These are emissions from upstream and downstream activities 

in a company’s value chain.
30 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

I encourage members of the audience to weigh in on our proposals related to private fund advisers, 

climate disclosures, and dozens of other matters. We benefit from comments on every proposal. 

Please weigh in, and let us know what you think works and doesn’t work, particularly with an eye 

to small businesses. I look forward to reviewing the comment letters that we receive.

Our proposed rules, like the work that Martha and her team do at the Office of the Advocate 

for Small Business Capital Formation, are consistent with this agency’s commitment to small 

businesses—and they reflect the importance of this year’s Annual Small Business Forum.

I also look forward to the recommendations you will generate from this week’s discussions—on 

empowering entrepreneurs, building hometown entrepreneurship, lifting new investor voices, 

and navigating the small-capital world. Thank you. 
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 31

COMMISSIONER HESTER M. PEIRCE

Thank you, Martha [Miller] for hosting the 41st Annual Small 

Business Forum and for inviting such talented and inspirational 

individuals to address how entrepreneurs can thrive outside of capital 

raising hubs. This issue is near and dear to my heart: for over four 

years in my role as Commissioner, I have attempted to shine a light on 

the need to make it easier for capital to flow not just to the coasts, but 

to the entrepreneurs looking to build businesses in their hometowns 

across this great country. I am eager to learn from today’s panelists 

lessons drawn from their experiences and suggestions for how we can change the regulatory 

environment to allow more people like them to flourish.

I hope that the Commission will pay close attention to not only the panel conversations today and 

throughout the week, but also to the policy recommendations resulting from the Small Business 

Forum. The Forum is unique among capital formation events. Not only does the public have the 

opportunity to provide direct feedback to the Commission, but the Commission is required to 

issue a public statement responding to the policy recommendations made by the public.50 Absent 

such an explicit directive to consider suggestions for improving the environment for small business 

capital formation, the Commission likely would focus on issues more relevant to larger companies.

Heightening the importance of this year’s Forum is the Commission’s current posture of, at best, 

indifference, and at times, hostility to facilitating capital formation.51 As it happens, today is the 

tenth anniversary of President Obama signing into law the Jumpstart Our Business Startups 

(JOBS) Act.52 That bipartisan legislation required the SEC to write rules lessening the burdens on 

small companies seeking to raise capital. Some of the Act’s provisions were things we could have 

done on our own. Congress and the President got fed up waiting for the Commission to take small 

business capital formation seriously.

In line with the Commission’s more general indifference to small business capital formation, the 

Commission has responded to policy recommendations made by past Forums in a non-committal 

and uninspired way. The Commission’s response to ideas raised last year as potential gamechangers was no different. For example, last year, the Forum recommended “[e]stablish[ing] 

a micro-offering exemption with minimal disclosure requirements,” and the Commission 

responded by noting that the Commission had already considered and rejected such an idea, but 

that the Commission would “continue to consider” the recommendation.53 Worthwhile policy 

recommendations to “[r]evise Regulation Crowdfunding to remove the GAAP financial statement 

requirement for businesses seeking to raise a small amount” and to “[p]rovide state preemption 

for secondary transactions for shares issued under Regulation A and Regulation Crowdfunding” 

received similar responses.54
32 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

One area in which we have made recent progress and should build on it relates to the accredited 

investor definition. In 2020, when the Commission amended the accredited investor rule to 

include certain financial professionals, it also stated that it “may designate [additional] qualifying 

professional certifications, designations, and other credentials by order.”55 Along these same lines, 

last year’s Forum recommended that the Commission expand the definition “to include other 

measures of sophistication, such as specialized industry knowledge or professional credentials,”56

and “include an investor certification course or test whose curriculum has been approved by 

FINRA or the SEC.”57 I hope that, taking up the Commission’s invitation, “[m]embers of the 

public [will] propose to the Commission” such certifications, designations, and other credentials at 

investorcredentials@sec.gov.

58

I also hope that the Commission and forum “In all of our work, we should 

participants will find inspiration in the success of 

the JOBS Act. In all of our work, we should be be inspired to take into account 

inspired to take into account the unique challenges the unique challenges faced faced by small businesses in raising capital and the 

unique benefits that small businesses offer. by small businesses in raising 

capital and the unique benefits Speaking of inspiration, I want to take a moment 

to thank Martha Miller, our first Advocate for that small businesses offer.”

Small Business Capital Formation, who recently 

announced her departure. Since December 2018, Martha has worked tirelessly to establish the 

Office of the Advocate for Small Business Capital Formation and has assembled a first-class team 

that will carry on her great work after she leaves. Martha’s energy, creativity, and can-do attitude

is contagious and her absence will be felt throughout the Commission. Thank you, Martha for 

your service. 

To the public, enjoy the rest of the forum and please know that my door is always open for 

discussions on these and other subjects.59
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 33

COMMISSIONER ALLISON HERREN LEE

Good afternoon, everyone. I’m pleased to join you today for the 41st 

Annual Small Business Forum. 

A few years ago, I traveled to Omaha to speak at this event, which was 

among my first public events as an SEC Commissioner. Martha [Legg 

Miller], I think it was also the first year that you and your team had 

organized the forum. Now, nearly three years later, this is likely my last 

forum as a Commissioner, and I know that you have announced your 

intention to depart from the agency as well. So we’ve had parallel trajectories with the forum, and 

I want to take this opportunity to thank you for your efforts to ensure that the forum evolves and 

remains a vital and important event. I also thank you for your broader service to the Commission. 

You will leave the forum, the Office of the Small Business Advocate, and the agency all better off 

from your efforts. I wish you the best on the next stage of your journey. 

In addition to Martha and her team, I want to thank all of our partners from other regulators and 

from private organizations who have come together to plan and participate in this event. Every year 

I especially appreciate the collaborative nature of the forum, which emphasizes communication and 

collaboration, not only between the Commission and the private sector, but also among regulators. I 

think that’s important because it compels us to consider our overlapping jurisdictions and mandates 

and better understand how we can collectively create a regulatory environment that supports 

diverse, balanced capital raising opportunities for businesses and investors alike. 

I also appreciate the continued focus of the forum on opportunities for women- and minority-owned 

businesses and underrepresented founders and investors. This is an area of crucial importance as we 

seek to promote access and opportunities for all participants in our capital markets. 

So as you go about your discussions today and consider potential recommendations for the 

Commission, I’d like to highlight a couple of areas where I believe some regulatory action might 

be overdue. I know that these topics may have been a particular area of focus yesterday, but I hope 

you’ll bear these considerations in mind as you finalize new recommendations for the forum overall. 

First, I know you are considering the accredited investor definition. Historically, the forum’s 

recommendations have focused on ways to expand this definition, something that we did in fact do 

recently. But as you think about your recommended approach to accredited investors, I encourage 

you to consider that the wealth thresholds in that definition are about as old as this forum itself, 

which is in its 41st year. And while we may consider potential alternatives to wealth as a pathway 

to accredited investor status (as we provided for in the 2020 accredited investor rulemaking), I ask 

you to think about whether, as long as we do maintain wealth thresholds, it is credible to leave them 

static for decades on end. Indeed, some common sense adjustments to the wealth thresholds, such as 

indexing to inflation going forward, may help facilitate expanding the definition in other respects. 
34 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

Second, I hope you’ll give some thought to Form D. The vast amount of capital being raised 

through exempt offerings, especially Reg D offerings, is well documented. But what is less well 

documented is exactly how that market is working. Form D is our principal mechanism for 

visibility into that market, but in fact our visibility is hampered by the limitations of that form. 

I think we could make better, more informed data-driven policy choices with respect to private 

markets if we collected better information through, for example, the addition of a simple closing 

amendment to Form D. 

Lastly, I want to return to a point that 

I made back in 2019 that I think is still 

relevant and important. And that is that 

investors and business owners are not 

distinctly separate groups. Many investors 

are business owners and vice versa. And 

capital raising and investor protection are 

not at odds with one another or a zerosum proposition. Rather, investors need 

appropriate investment opportunities, 

and investor protection increases investor 

confidence, which in turn helps promote 

capital raising. The relationship between 

the two is symbiotic and we can and should 

seek to balance the need for both robust 

capital raising opportunities and robust 

investor protection. 

Thank you again for your participation in the forum, and I look forward to reviewing your 

recommendations.

“Investors need appropriate 

investment opportunities, and 

investor protection increases 

investor confidence, which in turn 

helps promote capital raising. The 

relationship between the two is 

symbiotic and we can and should 

seek to balance the need for both 

robust capital raising opportunities 

and robust investor protection.”
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 35

COMMISSIONER CAROLINE A. CRENSHAW

Good afternoon and thanks to Martha [Miller], Amy [Reischauer], 

Kim [Dinwoodie], all of the staff at the Office of the Advocate 

for Small Business Capital Formation, and the participants for 

another successful annual forum. It is wonderful to be here and I 

do not hesitate to call it a success because having a direct line of 

communication with the public is always imperative. I look forward 

to the discussion and policy recommendations. 

As many of you know, this is the last annual forum for Martha. So I want to give a heartfelt thank 

you to Martha for her service as the very first Advocate for Small Business Capital Formation. 

She has been a thoughtful and tireless public servant, and has used her position to draw resources 

and attention to disparities in the capital markets. In her remarks to kick-off the forum earlier 

this week, Martha noted that who you are can be the first hurdle for an entrepreneur before 

investors ever learn about what you are building. She pointed to a report produced by the Office 

of the Advocate for Small Business Capital Formation that shows demographic background, 

personal network, education, and geographic location can be controlling factors in whether or 

not an entrepreneur is able to access capital and opportunity. Martha has done a superb job in 

standing-up the office and focusing its work on such issues. I look forward to continuing that 

work, and to the public’s feedback on how to erode such barriers to access. 

ACCESS TO PUBLIC MARKETS

Recently, the Commission put out a proposal relating to Special Purpose Acquisition Companies, 

or SPACs, and the issues raised by their structures and characteristics. As SPACs became more 

and more popular during the pandemic, several issues came to my attention. I, of course, look 

forward to any comment on that proposal, but thinking about SPACs highlighted to me that it 

may be time to think holistically about all paths to the public markets. One example of a welldocumented issue in a traditional IPO is the 7% underwriter fee for mid-market entrepreneurs 

seeking to access the public markets. Data indicates that entrepreneurs of mid-market companies 

are consistently charged 7% by 

investment banks for taking their 

company public, regardless of other “It may be time to think holistically about 

factors and conditions. Further, all paths to the public markets. I am IPOs may be underpriced to 

produce better first-day returns at a interested to hear about the challenges 

cost to the entrepreneur. This is just 

an example, and I am interested to you have faced in your path to the public 

hear about the challenges you have markets. What are the hurdles that 

faced in your path to the public 

markets. What are the hurdles that policymakers and academics are not talking 

policymakers and academics are about? How do we reduce those hurdles 

not talking about? How do we 

reduce those hurdles and foster and foster investor protections?”

investor protections?
36 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

DARK POOL TRANSPARENCY

One of the suggestions that arose from last year’s forum was to increase the transparency of short 

selling and dark pool activities. In February, the Commission proposed new rules and amendments 

to broaden the scope of short sale-related data available to the investing public and to regulators, 

and I would encourage anyone interested in that topic to review the proposal. With respect to dark 

pools, we proposed several changes to our framework for regulating alternative trading systems, 

or ATSs, in January of this year, including strengthening the operational transparency requirements 

applicable to certain ATSs, and expanding those requirements to ATSs that trade government 

securities. However, I would like to hear from you about whether there is more we should do to 

increase transparency in this space. For example, should we extend the operational transparency 

requirements to all categories of ATSs, including those that trade equity securities other than NMS 

stocks? Should we prohibit certain practices that may create conflicts of interest, such as trading by 

the broker-dealer operator and its affiliates in the ATS?

Thank you for your time and I look forward to the policy recommendations. 
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 37

PAM GIBBS, OFFICE OF MINORITY AND WOMEN INCLUSION

Thank you, Martha [Miller], so much. When Martha asked me to join 

in her Small Business Forum to kick off with opening remarks, I was 

delighted to join. 

We have worked together over the years, and I have admired her 

advocacy for small businesses. She is a true advocate for inclusion, 

making sure that businesses such as yourself not only understand the 

landscape for raising capital, but also spotlighting and addressing the 

specific challenges, including bias, that women and minority entrepreneurs may face. 

There’s a lot of symmetry between the role of the Advocate for the Small Business on Capital 

Formation and my office, the Office of Minority and Women Inclusion. My office is charged with 

promoting diversity and inclusion in the SEC’s workforce, supply chain, and among our regulated 

entities, of which we regulate nearly 25,000. 

A little bit more about my office. My office was created as a result of the Dodd-Frank Act of 2010 

to promote diversity all--within all of the SEC, both in our operations with the specific purpose of 

promoting diversity in our workforce, supply chain, and among our regulated entities. 

We do that in a number of ways very similar to the Office of the Advocate for Small Business 

Capital Formation: outreach and partnerships, information, and educational sessions. Our 

mission is to really engage and make sure that we are reaching underrepresented and underserved 

communities to make sure, as Chair Gensler has said, that we are as inclusive as we possibly can. 

Each year, we report on our efforts “It has been critically important to me to Congress, and our report for 

this year should be posted to SEC. that we provide access and opportunity 

gov, highlighting our progress. It to underrepresented and underserved has been critically important to 

me that we provide access and communities in all aspects of the agency’s 

opportunity to underrepresented mission of protecting investors, because we and underserved communities in all 

aspects of the agency’s mission of all want to invest in retirement. We all want 

protecting investors, because we all to own homes. We all want to plan for a want to invest in retirement. We all 

want to own homes. We all want college education. To presume that only a 

to plan for a college education. To few are entitled to this and are investors presume that only a few are entitled 

to this and are investors undercuts undercuts our mission at the SEC.”

our mission at the SEC. 
38 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

I’ve been at the SEC for nearly a decade and in this space of diversity and inclusion for nearly 

30 years, and I’m amazed at how far the SEC has come during the past ten years and under the 

leadership of Chair Gensler and Martha Miller. We continue to make tremendous strides.

Ten years ago, we presumed all investors were the elite and privileged. We had no strategic plan 

for including minority- and women-owned businesses in our regulatory or policy process. Little to 

no effort was made to ensure that we were attracting diverse talent to the SEC. 

Little to no effort was made to engage underserved and underrepresented communities regarding 

investment opportunities and how to protect themselves against scams. No effort was made to 

spotlight the issues and challenges surrounding raising capital. 

Now, with the creation of offices like the Advocate for the Small Business Capital Formation, the 

Office of the Investor Advocate, and my office, the Office of Minority and Women Inclusion, the 

agency addresses strategically access and opportunity goals with capital formation, retail investing, 

and financial inclusion. 

For example, almost every office at the SEC now is intimately involved in advancing diversity 

and inclusion. Whether it is to ensure that underserved communities are aware of investor alerts 

to avoid scams and Ponzi schemes, to professionals understanding the career paths to entry 

and advancement in the financial services industry, to providing transparency and tools for 

entrepreneurs such as yourself to raise capital. 

The SEC over the past ten years has positioned itself to be front and center to mitigating bias, and 

has taken the steps necessary to address these failures. However, I recognize that challenges still 

exist. I am frequently asked if I believe that barriers will always exist. Will minorities and women 

always have to struggle to get a seat at the table? 

While statements like this are very painful to me to hear, particularly as an advocate, I believe 

that we are in a transformative period in history. And while the work of my office and the work 

of the Office of the Advocate for Small Business will always be needed, the work will become 

more elevated. 

Today we may focus on entry-level barriers. In the future, we may focus on barriers that require 

more attention, rulemaking, policymaking, and are those policies and rules being implemented by 

the SEC equitable to all minorities and women in underserved communities. 

But I want to encourage you as you participate and encourage you as maneuver in life to be 

resilient. You as entrepreneurs are the lifeline to our economic ecosystem, and the ability to raise 

capital is the lifeblood for your business, and we want to help.

During the early days of Martha Miller’s tenure at the SEC, I often shared with her that so many 

businesses are left with securing capital through their businesses through loans, credit cards, and 

family resources. Few of my friends were aware of venture capital or alternative ways for raising 

capital, mostly because of lack of education or knowledge in this space. But programs like this that 

provide tools for entrepreneurs to navigate the landscape to raising capital is critical. 
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 39

As time moves forward and we get more entrepreneurs in the industry through venture capital, 

we will chip away at the high percentage of small businesses that use traditional forms of loans, a 

whopping 83%, to secure capital. That is my hope, and we are here to help. 

However, I want to issue a call to action. I know you guys are ready for your panelists, so I want 

to issue you guys a call to action. I want you to unabashedly advocate for what you need from the 

SEC to help you raise capital for your business and to be successful. 

Push us to continue to address in strategic ways what you need us to do to mitigate biases you 

are confronted with. I want you to pay it forward as much as you can. Be the mentor to other 

startup--to other startups and entrepreneurs. Help them navigate the landscape of full awareness 

that barriers may exist.

I want you to engage the SEC in the regulatory process. Help shape the future landscape for 

entrepreneurs. Provide comments to our rulemaking and policymaking initiatives so that they are 

more inclusive and that they address the challenges that you are confronted with. 

This is--and this does not mean that you have to hire a lawyer to help in this process. Share your 

own personal views, relevant, real-life experiences during the comment phase of our rulemaking. 

It is so--it is so critical to collective success of promoting diversity and inclusion in the industry. 

We must continue to advocate for more diversity and inclusion, but more importantly we need to 

move towards finding solutions and implementing policy and rules that are more equitable. 

With that, I want to just say that – and Martha has mentioned this – the last two years have been 

the hardest for many of us. The pandemic placed on many of us new challenges. But it also created 

a gateway for new ventures, collaborations, and partnerships to help promote real change to 

address racial and gender inequities. I urge you participating today and this week to leverage those 

gateways for paths to success and to seek the SEC out as an ally. 

Thank you, and I wish you all a productive week and a successful future. Thank you, you rock.
40 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

RENEE JONES, DIVISION OF CORPORATION FINANCE

Thank you. I’m pleased to join you at this important event. Your focus 

today on small cap companies fits well with my remarks, which focus 

on the benefits of public securities markets for smaller companies. 

To give away the punchline, I believe that public markets offer many 

important but underappreciated benefits to companies, particularly 

smaller companies – whether those companies conduct registered 

offerings or not. Some of the benefits spill over and accrue even to 

those smaller non-public companies. Before I begin, I would like to 

remind you that the views I express today are my own, and I am not 

speaking on behalf of the Commission or the SEC staff.

My remarks are motivated by an important phenomenon: public markets have become a much 

smaller part of the capital formation process in recent years. Significant regulatory, legislative and 

judicial developments over the past 40 years have led to the dramatic expansion of the exempt 

securities markets, both in terms of the amounts raised, and relative to the public registered 

markets. Private markets now constitute the majority of capital raising in the United States. 

In 2020, registered offerings accounted for $1.8 trillion (or 40 percent) of new capital raised, 

compared to the approximately $2.7 trillion (or 60 percent) that the staff estimates was raised 

through exempt offerings.

As we debate the appropriate response to the relative decline of public markets, it is important to 

consider the benefits that public markets provide to smaller companies. The benefits I will discuss 

today apply to companies of all sizes, but in many cases these benefits may be greater for smaller 

companies. As the relative importance of public markets declines, so too may many of these 

benefits to smaller companies wane.

First, public markets provide transparency that increases “Public markets provide investor confidence and thereby helps smaller companies 

raise capital. Public markets provide transparent transparency that increases 

market prices that generally reflect all available public investor confidence and 

information. Price discovery is enhanced by other 

reinforcing features of public markets: active trading, thereby helps smaller 

intermediaries who help investors process information, companies raise capital.” and of course, public disclosure.

Moreover, public market rules ensure that all investors receive information at the same time, 

increasing the confidence of investors who may not be closely connected to a company. By 

contrast, Regulation FD – an important SEC rule prohibiting selective disclosure – does not apply 

in private markets, and restrictions on insider trading are more difficult to police in the private 

markets. The upshot is that investors in private companies may have less confidence that they have 

full information and are investing on an even playing field.
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 41

Secondly, standardized public market disclosure requirements also enable investors to compare 

companies to their peers as well as relevant indexes. This makes the information provided 

by each registrant more useful. By contrast, private market disclosures (to the extent they are 

available) may require significantly more time and effort to enable comparability. I note here that 

comparability provides some benefits even to companies that remain private. To value private 

companies, investors need a baseline, and public markets and prices in public markets provide 

that baseline. To the extent that public markets decline in relative importance, the quality of the 

baseline and its spillover benefits also decline.

Third, public markets also have strong company governance rules that may increase investor 

confidence that management is working in their interests. Public companies are subject to SEC 

proxy rules that allow shareholders to vote on the selection of board members and to provide 

input on other fundamental issues.

In my view, the public market advantages that I just noted accrue disproportionately to highquality smaller companies. On average, investors know less about smaller companies than their 

larger counterparts, raising the cost of capital for smaller companies. More information helps 

investors price smaller companies more accurately, reducing the cost of capital for small companies 

with strong fundamentals. This more efficient capital allocation has many benefits to small firms 

and, of course, to the broader economy. 

I do not mean to imply of course that there are not barriers or costs to going public. I believe, 

however, that these costs are often overstated. This may be especially true for smaller companies, 

as Congress and the SEC have provided many accommodations for smaller companies, including 

an on-ramp for going public, and scaled disclosure requirements once companies are public. 

The Commission continues to build on the scaling of disclosure in its new rule proposals. 

For example, our recent rule proposal on climate change disclosures includes a number of 

accommodations for smaller companies. We are attentive to the impact of our rules on small 

companies as we seek to protect investors, and foster strong and liquid securities markets.

Thank you again for providing me the opportunity to speak with you about this important issue. 

I look forward to your continued engagement and I hope that you will comment on our potential 

future rule proposals.
42 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

ABOUT THE OFFICE OF THE ADVOCATE 

FOR SMALL BUSINESS CAPITAL FORMATION

The SEC’s Small Business Advocacy Office advocates for pragmatic solutions to address challenges faced 

by small businesses and their investors raising and deploying capital. “Small business” for the Office 

spans from early-stage start-ups raising seed capital, to later-stage private companies whose founders and 

investors are seeking liquidity in the public markets, all the way to smaller public companies. Congress 

established the Office via the bipartisan SEC Small Business Advocate Act of 2016 as an independent 

office within the SEC that reports to the entire Commission as well as to multiple committees of Congress. 

Meet the Team

SEBASTIAN 

GOMEZ ABERO

JOHN 

CAVANAGH

JENNY J. 

CHOI

JULIE ZELMAN 

DAVIS

KIM 

DINWOODIE

COURTNEY 

HASELEY

SARAH

KENYON

JEPHTE 

LANTHIA

AMY

REISCHAUER

JENNY 

RIEGEL

MALIKA 

SULLIVAN

TODD 

VANLAERE

Engage with Us!

Visit us online:

www.sec.gov/oasb

Speak to our team:

202.551.5407

Send us a message:

smallbusiness@sec.gov

Learn the ropes:

www.sec.gov/

capitalraising
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 43

ENDNOTES

1 The SEC conducts the Forum annually and prepares 6 See Letter from the SEC Small Business Capital 

this report in accordance with the Small Business Formation Advisory Committee to Former 

Investment Incentive Act of 1980 [15 U.S.C. 80c-1 Chairman Clayton (Aug. 26, 2020), at https://

(codifying section 503 of Pub. L. No. 96-477, 94 www.sec.gov/spotlight/sbcfac/underrepresentedStat. 2275 (1980))]. founders-recommendation.pdf; see also Letter from 

the SEC Small Business Capital Formation Advisory 2 The SEC responds to the Forum recommendations Committee to Chair Gensler (May 21, 2021), at pursuant to the Small Business Investment Incentive https://www.sec.gov/spotlight/sbcfac/encouraging- Act of 1980, as amended by the Economic Growth, small-regional-funds-043021.pdf. Regulatory Relief and Consumer Protection Act of 

2018. 15 U.S.C. 80c-1. Section 503 of the Economic 7 Letter from SEC Small Business Capital Formation 

Growth, Regulatory Relief and Consumer Protection Advisory Committee to Chair Gensler (Mar. 12, 

Act of 2018 [Pub. L. 115- 174, 132 Stat. 1296 2022), at https://www.sec.gov/spotlight/sbcfac/

(2018)] amended Section 503 of the Small Business sbcfac-accredited-investor-recommendation-021022.

Investment Incentive Act of 1980 to add this pdf.

requirement in new paragraph (e). The responses do 8 See “Capital Raising Hub” (updated May 5, 2022), not include any Commission initiatives that are not at https://www.sec.gov/education/capitalraising. yet public. Where a Forum recommendation relates 

to an initiative as to which the Commission has 9 See “Cutting Through the Jargon” (updated Apr. 28, 

solicited or expects to solicit public comment, the 2022), at https://www.sec.gov/education/glossary/

recommendation will be considered as part of that cutting-through-the-Jargon. 

initiative, along with other comments received. 10 See “Navigate Your Options” (updated Jan. 

3 Participants voluntarily submitted the presented 24, 2022), at https://www.sec.gov/education/

information in connection with their registration capitalraising/navigator#1. 

online. The report solely includes submitted data, 11 See “Capital Trends Maps” (updated Apr. 28, 2022), 

without inclusion of non-responses. at https://www.sec.gov/education/capitalraising/

4 See Office of Information and Regulatory Affairs, trends. 

Office of Management and Budget, U.S. Securities 12 See “Building Blocks” (updated May 25, 2022), 

and Exchange Commission Agency Rule List at https://www.sec.gov/education/capitalraising/

(Spring 2022), at https://www.reginfo.gov/public/ building-blocks. 

do/eAgendaMain?operation=OPERATION_GET_ 13 See “Diversifying Opportunity in Venture Capital” AGENCY_RULE_LIST¤tPub=true& at https://www.sec.gov/virtualcoffee. agencyCode=&showStage=active&agencyCd=

3235&csrf_ token=DCDA37F9A9B5398E252182 14 See Amending the “Accredited Investor” Definition, 

C5B02DCD3AE65AEFF2AF4826C7F6D2240596 Release Nos. 33-10824; 34-89669 (Aug. 26, 2020), 

47BD8B6B4CE3E745601762BCBB1D7D5CC4E4 at https://www.sec.gov/rules/final/2020/33-10824.

20606D. pdf.

5 See Recommendations of the SEC Investor Advisory 15 See Order Designating Certain Professional Licenses 

Committee Regarding Minority and Underserved as Qualifying Natural Persons for Accredited 

Inclusion in Investment and Financial Services (Mar. Investor Status, Release No. 33-10823 (Aug. 26, 

11, 2021), at https://www.sec.gov/spotlight/investor- 2020), at https://www.sec.gov/rules/other/2020/33-

advisory-committee-2012/20210311-minority-and- 10823.pdf.

underserved-inclusion-recommendation.pdf. 
44 | REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM

16 See supra note 7. 30 See supra note 11.

17 Id. 31 See supra note 12. 

18 See Notice of Proposed Exemptive Order 32 See supra note 13. 

Granting Conditional Exemption from the Broker 33 See https://www.sec.gov/virtualcoffee. Registration Requirements of Section 15(a) of 

the Securities Exchange Act of 1934 for Certain 34 See Cybersecurity Risk Management, Strategy, 

Activities of Finders, Release No. 34-90112 Governance, and Incident Disclosure, Release Nos. 

(Oct. 7, 2020), https://www.sec.gov/rules/ 33-11038; 34-94382 (Mar. 9, 2022), at https://www.

exorders/2020/34-90112.pdf. sec.gov/rules/proposed/2022/33-11038.pdf.

19 See Facilitating Capital Formation and Expanding 35 See The Enhancement and Standardization of 

Investment Opportunities by Improving Access to Climate-Related Disclosures for Investors, Release 

Capital in Private Markets, Release No. 33-10884; Nos. 33-11042; 34-94478 (Mar. 21, 2022), at 

34-90300; IC-34082 (Nov. 2, 2020), at https://www. https://www.sec.gov/rules/proposed/2022/33-11042.

sec.gov/rules/final/2020/33-10884.pdf. pdf. 

20 See SEC Small Business Capital Formation Advisory 36 See Transfer Agent Regulations, Release No. 

Committee Meeting to explore small business 34-76743 (Dec. 22, 2015), at https://www.sec.gov/

investment issues (Feb. 10, 2022), agenda available rules/concept/2015/34-76743.pdf.

at https://www.sec.gov/sbcfac-agenda-021022; see 37 See Short Position and Short Activity Reporting by 

also supra note 7. Institutional Investment Managers, Release No. 

21 See SEC Small Business Capital Formation 34-94313 (Feb. 25, 2022), at https://www.sec.gov/

Advisory Committee Meeting to explore increasing rules/proposed/2022/34-94313.pdf.

opportunities for underrepresented founders 38 The SEC’s Small Business Advocacy team convenes 

and investors (Apr. 30, 2021), agenda available the advisory planning group to participate in Forum 

at https://www.sec.gov/spotlight/sbcfac/sbcfac- planning pursuant to 15 U.S.C. 80c-1(b).

agenda-043021.htm; see also Letter from the 

39 See Report on the SEC’s 38th Annual Small Business SEC Small Business Capital Formation Advisory Forum (2019), available at https://www.sec.gov/files/ Committee to Chair Gensler (May 21, 2021), at small-business-forum-report-2019.pdf. https://www.sec.gov/spotlight/sbcfac/encouragingsmall-regional-funds-043021.pdf. 40 See Report on the SEC’s 39th Annual Small Business 

Forum (2020), available at https://www.sec.gov/ 22 See supra note 8.

files/2020-oasb-forum-report-final_0.pdf.

23 See supra note 6.

41 See Report on the SEC’s 40th Annual Small 

24 See supra note 5. Business Forum (2021), available at https://www.

25 See Office of the Investor Advocate Report on sec.gov/files/2021_OASB_Annual_Forum_Report_

Activities Fiscal Year 2021, at https://www.sec.gov/ FINAL_508.pdf.

files/FY21_OIAD_SAR_ACTIVITIES_REPORT_ 42 See Adam Grant, Think Again: The Power of 

FINAL_508.pdf. Knowing What You Don’t Know, Viking (2021).

26 See Asset Management Advisory Committee 43 See, e.g., SEC Office of the Advocate for Small 

Spotlight page, at https://www.sec.gov/page/asset- Business Capital Formation, “Annual Report 

management-advisory-committee. for Fiscal Year 2021” (2021) at 21 (“Challenges 

27 See Asset Management Advisory Committee Final with networks and connections impact 1⁄2 of 

Report and Recommendations for Small Advisers entrepreneurs with newer businesses, compared 

and Funds (Nov. 3, 2021), at https://www.sec.gov/ to entrepreneurs with mature businesses.”), 25 

files/final-recommendations-amac-sec-small-advisers- (“Both individual angels and angel groups tend 

and-funds-110321.pdf. to focus on their local communities. The distance 

between lead investors and the target company 28 See supra note 8. averages only 37 miles.”).

29 See supra note 9. 
REPORT OF THE 41ST ANNUAL SEC SMALL BUSINESS FORUM | 45

44 See Securities and Exchange Commission, “Martha 51 See Commissioner Hester Peirce and Commissioner 

Legg Miller, Director of Small Business Advocate Elad L. Roisman, Falling Further Back - Statement 

Office, to Leave SEC” (March 24, 2022), available on Chair Gensler’s Regulatory Agenda (Dec. 

at https://www.sec.gov/news/press-release/2022-48. 13, 2021), available at https://www.sec.gov/

news/statement/peirce-roisman-falling-further- 45 See supra note 8.

back-121321 (“The Regulatory Flexibility Agenda 

46 See Securities and Exchange Commission, “Cutting [] neglects to include a single item designed to help 

through the Jargon” (April 1, 2022), available at companies raise capital. Indeed, several items listed 

https://www.sec.gov/cutting-through-the-Jargon. are poised to do the exact opposite.”).

47 See Securities and Exchange Commission, “Prepared 52 Jumpstart Our Business Startups Act, Pub. L. No. 

Remarks at the Institutional Limited Partners 112-106, 126 Stat. 310, 401 (2012), available at 

Association Summit” (Nov. 10, 2021), available https://www.congress.gov/112/plaws/publ106/

at https://www.sec.gov/news/speech/gensler- PLAW-112publ106.pdf.

ilpa-20211110. 53 Sec’s & Exch. Comm’n, Final Report of the 2021 

48 See Securities and Exchange Commission, SEC Government-Business Forum on Small Business 

“Statement on Private Fund Advisers Proposal” Capital Formation 11 (2021), available at https://

(Feb. 9, 2022), available at https://www.sec.gov/ www.sec.gov/files/2021_OASB_Annual_Forum_

news/statement/gensler-statement-private-fund- Report_FINAL_508.pdf (“2021 Forum Report”).

advisers-proposal-020922. 54 Id. at 12.

49 See Securities and Exchange Commission, 55 Accredited Investor Definition, Exchange Act “Statement on Proposed Mandatory Climate Risk Release Nos. 33-10824; 34-89669; File No. Disclosures” (March 21, 2022), available at https:// S7-25-19, available at https://www.sec.gov/rules/ www.sec.gov/news/statement/gensler-climate- final/2020/33-10824.pdf. disclosure-20220321.

§ 56 See supra note 53 at 15. 50 See 15 U.S.C. 80c-1(e)(2), available at http://

uscode.house.gov/view.xhtml?req=(title:15%20 57 Id. at 16.

section:80c-1%20edition:prelim) (“The 58 Id. at 15.

Commission shall-. . . promptly issue a public 

statement [each time the forum submits a finding 59 I can be reached at CommissionerPeirce@sec.gov.

or recommendation]”). 
U.S. SECURITIES AND EXCHANGE COMMISSION