DIVISIONOF 

CORPORATION FINANCE 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

November 17,2011 

Dear Forum Participant: 

Welcome to the 2011 SEC Government-Business Forum on Small Business Capital 

Formation. 

The Securities and Exchange Commission has conducted these gatherings annually 

since 1982. The Forum on Small Business Capital Formation provides an effective 

way for the SEC to learn about the important capital formation issues facing the small 

business sector. The Forum also provides small businesses and their advisors, investors 

and others with an opportunity to share perspectives and views on variety of topics 

important to them. 

We are looking forward to today's discussions and the input and recommendations we 

will receive from participants on improving the environment for small business capital 

formation in the United States. The SEC has recently formed its Advisory Committee 

on Small and Emerging Companies. Several members of the committee will participate 

in today's sessions. We appreciate your participation in the Forum on Small Business 

Capital Formation. 

Very truly yours, 

~~·4 raId J. Laporte 

hief, Office of Small Business Policy 
 

 

SEC Government-Business Forum 

on Small Business Capital Formation 

SEC Headquarters
 

Washington, D.C
 

November 17, 2011
 

Table of Contents 

Agenda 

Breakout Group Rosters and Room Assignments 

Forum Breakout Group Guidelines 

Guidelines for Drafting Recommendations 

Recommendations of 2010 Forum 

Biographies of Panelists and Moderators 

Registered Forum Participants 

Map with Directions to Post-Forum Networking Reception 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011 SEC Government-Business Forum on 

Small Business Capital Formation 

SEC Headquarters
 

Washington, D.C.
 

November 17, 2011
 

Agenda 

9:00 a.m.	 Call to Order 

Gerald J. Laporte, Chief, Office of Small Business Policy, 

SEC Division of Corporation Finance 

Introduction of Chairman 

Meredith B. Cross, Director, SEC Division of Corporation Finance 

Opening Remarks 

SEC Chairman Mary L. Schapiro 

Introduction of Commissioner 

Meredith B. Cross, Director, SEC Division of Corporation Finance 

Remarks 

SEC Commissioner Luis A. Aguilar 

9:30 a.m.	 Panel Discussion: Current Capital Formation Issues for Private 

Companies* 

Moderators: 

Stephen M. Graham, Partner, Fenwick & West, LLP, Seattle, Washington 

Lona Nallengara, Deputy Director, SEC Division of Corporation Finance, 

Panelists: 

A. Heath Abshure, Arkansas Securities Commissioner 

Prof. C. Steven Bradford, University of Nebraska-Lincoln College of Law 

Yoichiro (Yokum) Taku, Partner, Wilson Sonsini Goodrich & Rosati, Palo 

Alto, California 

Gregory C. Yadley, Partner, Shumaker, Loop & Kendrick, LLP, Tampa, 

Florida 

* One or more SEC Commissioners may participate in this discussion. 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10:30 a.m. Introduction of Commissioner 

Meredith B. Cross, Director, SEC Division of Corporation Finance 

Remarks 

SEC Commissioner Elisse B. Walter 

10:45 a.m. Break 

11:00 a.m. Introduction of Commissioner 

Meredith B. Cross, Director, SEC Division of Corporation Finance 

Remarks 

SEC Commissioner Daniel M. Gallagher 

11:15 a.m. Panel Discussion: Initial Public Offerings and Securities Regulation 

Involving Smaller Public Companies∗ 

Moderators: 

Meredith B. Cross, Director, SEC Division of Corporation Finance 

Stephen M. Graham, Partner, Fenwick & West, LLP, Seattle, Washington 

Panelists: 

Prof. John C. Coffee, Jr., Columbia University Law School, New York, 

New York 

Kathleen Weiss Hanley, Deputy Director and Deputy Chief Economist 

SEC Division of Risk, Strategy, and Financial Innovation 

John D. Hogoboom, Partner, Lowenstein Sandler, PC, Roseland, New 

Jersey 

David Weild, Senior Advisor, Capital Markets, Grant Thornton, LLP, and 

Chairman and CEO, Capital Markets Advisory Partners, New York, New 

York 

Gregory L. Wright, Chief Executive Officer, ThinkEquity, LLC 

12:45 p.m. Introduction of Commissioner 

Meredith B. Cross, Director, SEC Division of Corporation Finance 

Remarks 

SEC Commissioner Troy A. Paredes 

1:00 pm. Lunch Break 

2:00 p.m. Breakout Groups Assemble to Develop Recommendations 

∗ One or more SEC Commissioners may participate in this discussion. 

2
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Meet in Multipurpose Room (L-006) – under stairs across from Auditorium 

- for Room Assignments) 

Non-Public and Limited Offerings (Including Private Placement 

Broker-Dealer Issues) Breakout Group 

(SEC staff will escort to Room 5000) 

Moderator: 

Brian T. Borders, Borders Law Group, Washington, D.C. 

Securities Regulation of Smaller Public Companies Breakout Group 

(SEC staff will escort to Room 6000) 

Moderator: 

Ann Yvonne Walker, Partner, Wilson Sonsini Goodrich & Rosati, Palo 

Alto, California 

3:15 p.m. Break 

(SEC staff will escort participants who wish to switch breakout groups) 

3:30 p.m. Breakout Groups to Develop Recommendations (continued) 

(with same room assignments) 

4:30 p.m. Plenary Session to Develop Next Steps 

(Meet in Multipurpose Room (L-006) – under stairs across from 

Auditorium) 

Moderators: 

Gerald J. Laporte, Chief, Office of Small Business Policy, SEC Division of 

Corporation Finance 

Gregory C. Yadley, Partner, Shumaker, Loop & Kendrick, LLP, 

Tampa, Florida 

5:00 p.m. Networking Reception at Nearby Restaurant 

3
 
2011 SEC Government-Business 

Forum on Small Business Capital Formation 

Breakout Group Rosters and Room Assignments 

All forum participants are free to attend either of the two breakout group 

meetings, even though they are assigned to another breakout group. We may divide a 

breakout group into two rooms, depending upon the number of participants. Participants 

may change breakout groups at the 3: 15 p. m. break with a staff escort. 

Non-Public and Limited Offerings 

(Including Private Placement 

Broker-Dealer Issues) Breakout 

Group . 

Room 5000 (5th Floor) 

Overflow Room: Room 7000 (ih Floor) 

Brian Borders, Moderator 

Tony Barone, SEC Staff Support 

Karen Wiedemann, SEC Staff Support 

Registered to participate in person: 

Adler, Joan 

Aguero, Gabriela 

Best, Jason 

Braun, David 

Burk, James 

Castro, Brian 

Cecala, Joe 

Clawson, Patrick 

Colish, Faith 

Cornell, James 

David, Burton 

Eaton, Jason 

Fleming, Rick 

Friedman, Richard 

Froling, Deborah 

Goehring, Robert 

Graminga, Giuseppe 

Guggenheim, Andy 

Hansen, Shane 

Hewitt, Martin 

Hidalgo, Edgar 

Huntz, John 

JimeJ?ez, June 

1 

Jones, Mark 

Kesner, Harvey J. 

Krus, Cynthia 

Kulerman, Michele 

Levin, Richard 

Makinen, Marita 

McManus, J. Mike 

Miles, Theodore 

Molinari, Vincent 

Montagano, . Christopher 

Museles, Scott 

Neiss, Sherwood 

O'Brien, Maureen 

Peterson, Peggy 

Preston, Diana 

Priore, Kenneth 

Rasmussen, Lynn 

Reeves, Alfred 

Rush, Brad 

Sauvante, Michael 

Sharpe, Steven 

Stanco, Tony 

Yadley, Gregory 

Registered to participate by telephone 

conference call: 

Adhikari, Mike 

Baase, Chad 

Baumwall, Douglas 

Bergin, Christine 

Black, Karla 

Bleakley, Elizabeth 

Blees, Christian 

Brown, James 

Bulkeley, Russell 
Bush, Bill 

Cagnetta, Andrew 

Carlie, Kevin 

Chamblee, Janae 

Christman, Peter 

Cimasi, Robert James 

Cross, Amy 

Cushing, Todd 

De Lucia, Suzanne 

Donaldson, Ralph 

Dov, Gal 

Elliott, Dan 

Ertel, Joseph 

Ertel, Mike 

Frazier, Graeme 

Gardner, Lindsay 

Grava, Derrick 

Gurrola, Robert 

Henberger, John 

Horton, Nancy 

Hughes,Amy 

Jacobs, Bryan 

Johnson, John 

Keenan, Francis 

Knight, Brian 

Kolak, Raymond 

Krick,Len 

Laeha, David 

Lawson, Garit 

Massey, Gene 

Nall, Michael 

Papay, Gary 

Pastorino, Jessica 

Peregrin, Gerard 

Perkins, David 

Purcell, Linda J. 

Rodriguez, Richard 

Romano, John 

Russek, Len 

Sherrill, Carl 

Smith, Lori 

Stagner, Darold 

Stillman, Edward 

Suderman, Robert 

Uslaner, Steven 

Viola, Daniel 

Vonderbrink, Michele 

Warren, Jerry 

2 

Weiss, Lee 

Wendler, Brian 

Witt, Tim 

Yang, Thomas 

Smaller Publicly Traded Companies 

Breakout Group 

Room 6000 (6th Floor) 

Overflow Room: Multipurpose Room 

(Lower Level) 

Ann Yvonne Walker, Moderator 

Johanna Losert, SEC Staff Support 

Registered to participate in person: 

Adu, George 

Behar, Steven Anthony 

Braden,John 

Bryant, Seth 

Chen, Karl 

Cole, Christopher 

Conner, Kevin J. 

Cundari, Stephen 

Dawson, Chasiti 

Deere, Molly 

Ellenoff, Douglas 

Feldman, Spencer 

Friedman, Richard 

Gracin, Hank 

Grossman, David 

Harden, Timothy 

Heese, Liz 

Hess, Eric 

Honeycutt, Jay 

Hunt, David 

. Jillien, Williams 

Kendrick, James 

Kesner, Harvey J. 

Kulerman, Michele 

Ladd, Ford 

Levin, Richard 

Liebolt, Lee 

Lopez, David 

Maclllnes, Andrew 

Miles, Theodore 

Murphy, A. John 

Newport, Lisa 
Pangas, Harry 

Papageorgiou, Phoebe 

Price, Derric 

Shuman, Michael 

Stein, Eric 

Stevens, Robert 

Stoecklein, Donald 

Vasilios, Mike 

Registered to participate by telephone 

conference call: 

Askari, Ammar 

Baase, Chad 

Barbarosh, Milton 

Barkley, Charles 

Campbell, Hugh 

Donaldson, Ralph 

Fisher, David B. 

Gawne, Cathryn 

Lux, John 

Massey, Gene 

Maxwell, Brenda 

Muellerleile, Michael 

Niehoff, R. Nick 

Reuter, Mark 

Robbins, Jill Arlene 

Scheinfeld, Josh 

Sherrill, Carl 

Sin, Richard 

U slaner, Steven 

Winterle, Robert 

Wood,Mark 

Yang, Thomas 

3 
 

 

 

 

 

 

 

 

 

 

2011 SEC Government-Business
 

Forum on Small Business Capital Formation
 

Forum Breakout Group Guidelines 

1) Telephone participants should not identify themselves upon entering or exiting the 

conference call. AT&T will not provide entry or exit beep notification when a caller 

enters or exits the conference call. 

2) Moderators will start the breakout groups by asking all participants (both in person 

and telephone) to volunteer and propose recommendations to the group for discussion. 

As the breakout group will be allotted only two hours and fifteen minutes on November 

17th, all participants must be mindful of the limited time available and allow time for 

other participants to speak. The breakout groups are not expected to develop final 

recommendations on the day of the forum, November 17th. Rather, the time on 

November 17th will be used to commence general discussions of possible 

recommendations to be followed later by more specific drafting of recommendations 

after November 17th, as explained below. 

3) Callers participating by telephone conference call may interject and participate in the 

breakout group discussions as they feel appropriate, but they should identify themselves 

and their respective organizations when talking. 

4) After the forum, the SEC staff will work with each breakout group moderator to 

circulate by e-mail a summary of the proposed recommendations to the participants of 

each breakout group. Our hope is that this will generate a post-forum e-mail dialogue 

among participants in each breakout group, which will eventually result in a finalized list 

of recommendations submitted by each breakout group moderator to the SEC staff by no 

later than December 16, 2011. 

5) After both breakout groups have finalized their list of recommendations and submitted 

them to the SEC staff, the staff will circulate a ballot to all the participants of both 

breakout groups to vote to prioritize the list of recommendations to be included in the 

forum final report. 

6) At the Plenary Session of the Forum at 4:30 p.m. on November 17th, all breakout 

group participants will reconvene in the SEC Multipurpose Room (L006-Lower Level) 

and both breakout group moderators will discuss in general the recommendations debated 

in their afternoon breakout groups. 
 

 

 

 

Guidelines for Drafting
 

Recommendations
 

1. Recommendations should be clear, concise and to the point. 

2. Recommendations should be presented in a way that permits a 

“Yes” or “No” vote on the entire recommendation by Forum 

participants (e.g., no multiple subparagraphs requiring 

separate votes). 

3. Ideally, recommendations should be stated in one sentence. 

In rare cases, a second or third sentence may be needed to 

make a recommendation comprehensible. Clear and 

succinct supporting language may be presented separately 

and may be considered or published with the recommendation 

if time and/or space permits in the assembly of Forum 

participants and/or final report of the Forum. 

4. The entire breakout group should carefully consider each of 

its recommendations. Recommendations should not represent 

the views of a single participant or a small group of vocal 

participants. Breakout groups should filter the group’s 

recommendations for desirability, workability and 

achievability. A breakout group properly considering its 

recommendations most likely will not have time to report out 

more than a few recommendations. 
 

 

 

 

 

 

 

 

 

 

 

RECOMMENDATIONS OF 2010 FORUM1 

Set forth below are the recommendations of the 2010 Government-Business Forum 

on Small Business Capital Formation. The recommendations of the forum breakout groups 

are followed by the recommendations of 14 leading small business and professional 

organizations concerned with capital formation that were invited to present recommendations 

to the forum in person and through written statements. 

Recommendations from Forum Breakout Groups 

Set forth below are the recommendations of the participants in the three breakout 

groups of the 2010 SEC Government-Business Forum on Small Business Capital Formation. 

These recommendations were developed initially in the three breakout groups of the forum 

on the afternoon of November 18, 2010. After that date, the moderators of the breakout 

groups continued to work with their group participants to refine each group’s 

recommendations. 

The final list of 36 securities law recommendations set forth below is presented in the 

order of priority established as the result of a poll of all participants in the three breakout 

groups.

2 The priority ranking is intended to provide guidance to the SEC as to the 

importance and urgency the breakout group participants assign to the recommendation. The 

number of points secured by each recommendation in the poll is given in brackets at the end 

of the recommendation in the list. 

Priority 

Rank Recommendation 

1 The SEC should specifically consider the impact of rulemaking on small 

business investing when implementing the Dodd-Frank Act. [83 points; avg. 

ranking 3.77] 

1 The SEC hosts the annual Government-Business Forum on Small Business Capital Formation, but does not 

seek to endorse or modify any of the forum’s recommendations. The recommendations are solely the 

responsibility of the forum participants, excluding SEC staff, who were responsible for developing these 

recommendations. The recommendations do not necessarily reflect the views of the SEC, its Commissioners or 

any of the SEC’s staff members. 

2 In the poll, each of the 60 forum participants who attended the three breakout groups, either in person or by 

telephone conference call (not including SEC staff), was asked to respond whether the SEC should give “high,” 

“lower” or “no” priority to each of the 36 recommendations. We received 22 responses, a 37% response rate. 

Each “high priority” response was awarded five points, each “lower priority” response was given three points, 

each “no priority” was given one point and each blank response was not awarded any points, to arrive at the 

number of points following each recommendation in the list. The total number of points for each 

recommendation was divided by the number of responses we received to determine the average ranking. 

1
 
 

Priority 

Rank Recommendation 

2	 The Commission should adopt a new private offering exemption from the 

registration requirements of the Securities Act that does not prohibit general 

solicitation and advertising for transactions with purchasers who do not need 

all the protections of the Securities Act’s registration requirements. [70 

points; avg. ranking 3.18] 

3A	 Provide better scaling of reporting requirements for publicly traded 

companies at the lower end of the spectrum. [69 points; avg. ranking 3.14] 

3B	 In response to the study required by the Dodd-Frank Act, the exemption from 

the application of SOX Section 404(b) should be extended to companies with 

a public float of less than $250 million. [69 points; avg. ranking 3.14] 

4A	 The Regulation A $5 million ceiling should be increased along with the 500 

shareholders of record threshold in Section 12(g) of the Securities Exchange 

Act of 1934 in order to allow issuers to engage in general solicitation for 

larger aggregate amounts of capital without registration under either the 

Securities Act of 1933 or Securities Exchange Act of 1934. [68 points; avg. 

ranking 3.09] 

4B	 Increase the amount of public float in the definition of “smaller reporting 

company” from $75 million to $250 million. [68 points; avg. ranking 3.09] 

5	 Add an alternative to Regulation A (call it Regulation A+), pursuant to which 

an issuer can raise more than $5 million (up to a maximum of $30 million) if 

it undertakes to file voluntarily all periodic reports under Exchange Act 

Section 13 for a period of one year from the date of the first sale of securities 

under the Regulation A+ offering. At the end of the year, the issuer would be 

permitted to use a Form 8-A short-form registration statement under the 

Exchange Act to register the class of equity securities that were offered under 

the Regulation A+ offering under Exchange Act Section 12(g). [67 points; 

avg. ranking 3.05] 

6	 Add an alternative test for smaller reporting company status, such that a 

company can qualify either if its public float is less than the specified amount 

(currently $75 million) or if it had less than $100 million in revenues for its 

last fiscal year. [65 points; avg. ranking 2.95] 

2
 
Priority 

Rank Recommendation 

7A	 The Commission should allow “private placement brokers” to assist issuers in 

raising capital through private placements of their securities offered solely to 

“accredited investors” in amounts per issuer of up to 10% of the investor’s net 

worth (excluding his or her primary residence), with full written disclosure of 

the broker’s compensation and any relationship that would require disclosure 

under Item 404 of Regulation S-K, in aggregate amounts of up to $20 million 

per issuer. [62 points; avg. ranking 2.82] 

7B	 Preempt state laws that require state registration or qualification of Regulation 

A offerings by defining purchasers of securities in Regulation A offerings as 

“qualified purchasers” under Section 18 of the Securities Act. [62 points; avg. 

ranking 2.82] 

8	 The Commission should, by rule, adopt an exemption from federal brokerdealer registration and FINRA membership for merger and acquisition 

(M&A) intermediaries and business brokers involved in the purchase, sale, 

exchange or transfer of the ownership of privately-owned businesses, subject 

to the states exercising primary regulatory supervision over these activities 

under state securities laws. [59 points; avg. ranking 2.68] 

9A	 Increase Section 12(g) asset threshold from $10 million to $100 million. [57 

points; avg. ranking 2.59] 

9B	 Raise deregistration threshold from 300 to 1,000 record holders. [57 points; 

avg. ranking 2.59] 

9C	 Eliminate the 1/3 cap (or increase the cap) for the use of Form S-3 for 

primary offerings by companies with less than $75 million in public float. [57 

points; avg. ranking 2.59] 

10	 The S-3 eligibility requirements for primary offerings by companies with a 

public float of less than $75 million currently exclude non-exchange traded 

companies. This requirement should be eliminated. [56 points; avg. ranking 

2.55] 

11A	 The SEC should not increase the accredited investor standards for either
 

income or net worth. [55 points; avg. ranking 2.50]
 

3
 
 

Priority 

Rank Recommendation 

11B	 With respect to the corporate governance rules required to be promulgated by 

exchanges (and approved by the SEC) under the Dodd-Frank Act, nonmanagement affiliates (i.e., persons who are affiliates by virtue of their status 

as large shareholders and not due to their status as an officer or director of the 

company) should not be disqualified from being “independent” for purposes 

of sitting on the compensation committee of smaller reporting companies. [55 

points; avg. ranking 2.50] 

12A	 The Commission should allow “private placement brokers” to assist nonaccelerated filers or other smaller reporting companies in raising capital 

through private placements of their securities offered solely to “accredited 

investors” in amounts per issuer of up to 10% of the investor's net worth 

(excluding his or her primary residence), with full written disclosure of the 

broker’s compensation and any relationship that would require disclosure 

under Item 404 of Regulation S-K, in aggregate amounts of up to $5 million 

per issuer. [54 points; avg. ranking 2.45] 

12B	 Increase Section 12(g) threshold from 500 to 2,000 record holders. [54 points; 

avg. ranking 2.45] 

13A	 Exempt smaller reporting companies from new Exchange Act Section 14A
 

which mandates shareholder votes on (i) Say on Pay, (ii) Say on Frequency
 

and (iii) Golden Parachutes. [53 points; avg. ranking 2.41]
 

13B	 Implement the rulemaking proposal on Rule 144(i) (dealing with the ability to 

use Rule 144 for securities of companies that were previously shell 

companies) requested in the petition for rulemaking letter dated October 1, 

2008. [53 points; avg. ranking 2.41] 

13C	 The SEC Division of Corporation Finance and its Division of Trading and 

Markets should immediately require from The Depository Trust Company 

(DTC) understandable rules and standards with strict timeframes for 

applications for trading eligibility with DTC. Similar rules and standards 

should be adopted by DTC with respect to providing electronic book-entry 

transfer services for smaller public companies. [53 points; avg. ranking 2.41] 

4
 
 

Priority 

Rank Recommendation 

14A	 The Commission should, by rule, codify the SEC staff's no-action letters to 

Country Business, Inc. (Nov. 8, 2006) and International Business Exchange 

Corp. (December 12, 1986), in a “small business sale” exemption from 

federal broker-dealer registration and FINRA membership, thereby clearly 

articulating to merger and acquisition (M&A) intermediaries, business 

brokers and the public when broker-dealer registration is not required under 

federal securities law. [52 points; avg. ranking 2.36] 

14B	 The SEC should clarify in its current guidance that non-recourse debt on the 

primary residence in excess of the value of the primary residence should not 

be deducted from the accredited investor net worth calculation. Current 

guidance is available from the SEC web site at 

http://www.sec.gov/divisions/corpfin/guidance/securitiesactrulesinterps.htm#255.47. [52 points; avg. ranking 2.36] 

15A	 A New De Minimis Exemption. Exempt from 1933 Act registration 

aggregate offerings of up to $100,000, where each individual may invest no 

more than a certain maximum amount, say $100 per individual. [51 points; 

avg. ranking 2.32] 

15B	 Encourage states to accept reviewed unaudited financials for Regulation A
 

offerings. [51 points; avg. ranking 2.32]
 

15C	 Reduce the holding periods for securities of reporting companies under Rule 

144 from 6 to 4 months (with current public information) and 12 to 8 months 

(with no information requirement). [51 points; avg. ranking 2.32] 

16	 Increase the limit on the amount that can be raised in a Regulation A offering 

from $5 million to $30 million. [50 points; avg. ranking 2.27] 

17	 In implementing the Dodd-Frank Act regarding bad actor disqualification, the 

SEC should recognize that a simple technical violation does not rise to the 

level of bad actor disqualification. The SEC should provide a waiver 

mechanism. [48 points; avg. ranking 2.18] 

18A	 For at-the-market offerings, officially recognize the pink sheet quotation 

system as an “established public market.” [47 points; avg. ranking 2.14]
 

5
 
 

 

Priority 

Rank Recommendation 

18B	 The SEC should study the impact of credit ratings on the availability and the 

cost of capital to smaller public companies, considering those market 

segments that include sub-investment grade issuers in emerging growth 

markets. [47 points; avg. ranking 2.14] 

19	 Exclude accredited investors from the number of record holders. [45 points; 

avg. ranking 2.05] 

20	 For the purpose of calculating the mid-sized private fund adviser exemption, 

assets under management of small business investment companies and 

venture capital funds should be excluded. [44 points; avg. ranking 2.00] 

21A	 The SEC should exempt from the definition of investment adviser those 

entities that do minimal or incidental advice related to securities. See Section 

202(a)(11)(F) of the Investment Advisers Act. [43 points; avg. ranking 1.95] 

21B	 Make conflict minerals disclosure compliance more realistic and viable for all 

companies and significantly scale it back for smaller reporting companies. [43 

points; avg. ranking 1.95] 

22	 The SEC should conduct education for entrepreneurs and practitioners on 

raising capital and addressing securities regulation in addition to the guidance 

provided on the SEC web site. [37 points; avg. ranking 1.68] 

6
 
 

 

 

 

 

 

 

 

 

Recommendations from Organizations Concerned 

with Small Business Capital Formation3 

The recommendations below came from 14 leading small business and professional 

organizations concerned with capital formation. Some recommendations were made during 

a panel presentation featuring representatives of these organizations at the small business 

forum on November 18, 2010. Others were made in written statements submitted to the 

forum by the organizations. 

The organizations were invited to designate representatives to participate in the 

panel and to submit written statements. They were asked to make specific recommendations 

for government and private action to improve the environment for small business capital 

formation, focusing on improvements in securities regulation. 

The SEC staff compiled the recommendations below from the organizations’ panel 

presentations at the forum and their written submissions. Each of the organizations then 

authorized us to set forth their recommendations in this report as they appear below. To 

assure yourself of a detailed and complete presentation of the views of these organizations, 

you should consult the written transcript of the panel presentations available in the Record of 

Proceedings of the 2010 forum4 or the written submissions of the organizations included in 

the Appendix to the 2010 forum final report. 

American Bankers Association (Written Submission) 

1.	 Update the shareholder threshold under Section 12(g) of the Exchange Act from 

500 security holders to 2,000 security holders. 

2.	 Amend the threshold under Sections 15(d) and 12(g)(4) of the Exchange Act 

permitting de-registration from 300 to 1,200 security holders to relieve the 

regulatory burden placed upon smaller public companies, in particular community 

banks and savings associations. 

American Bar Association, Section of Business Law (Panel Presentation by Ann Yvonne 

Walker, Chair, Small Business Issuer Subcommittee of Federal Regulation of Securities 

Committee)5 

3 Unlike the recommendations developed by the participants in the forum breakout groups, the 

recommendations from organizations are set forth in the alphabetical order of the name of the organization, and 

not in any particular order of priority or importance. 

4 Available at http://www.sec.gov/info/smallbus/sbforumtrans-111810.pdf. 

5 Ms. Walker explained in her presentation that she was not authorized to comment on behalf of the American 

Bar Association or its Section on Business Law. She participated in the panel presentation as Chair of the Small 

Business Issuer Subcommittee of the Federal Regulation of Securities Committee of the Section of Business 

Law, after consulting with the Chair of the Middle Market and Small Business Committee, the Chair of that 

7
 
 

 

 

 

 

 

1.	 Phase in all new disclosure obligations for smaller reporting companies, since it is 

difficult for smaller companies to “muster the troops” to respond to new disclosure 

obligations. 

2.	 Create an exemption for private placement broker-dealers, as recommended by the 

ABA Private Placement Broker-Dealer Task Force Report from 2005. 

3.	 Expand the eligibility rules for Form S-3 to include companies that are current in 

their filings, but that do not have a class of securities registered on an exchange. 

4.	 Exempt smaller reporting companies from the golden parachute vote provisions 

and, in particular, the chart in Item 402(t). 

5.	 Require a say-on-pay vote every three years for smaller reporting companies and 

do not require a say-on-frequency vote by such companies until 2013. 

6.	 Permit general solicitation for private placements, so long as the people who end 

up actually purchasing securities are accredited investors. 

7.	 Regulate sales of securities but not offers. 

Angel Capital Association (Written Submission and Panel Presentation by Marianne 

Hudson, Executive Director) 

1.	 Maximize the number of accredited investors in the angel investor market by 

developing clear rules that do not punish individuals for negative value in their 

homes. In other words, do not debit non-recourse deficiencies of underwater 

mortgages from the calculation of net worth exclusive of the principal residence. 

Keep in mind that, under the laws of many states, mortgage debtors are often not 

liable for such deficiencies. 

2.	 Make no adjustments to the annual income standard in Regulation D, including 

inflation adjustments. 

3.	 In reviewing the accredited investor definition every four years, as required by the 

Dodd-Frank Act, consider not only the protection of investors, but also the 

importance to the economy of companies’ access to capital. 

4.	 Consider lowering the standards for net worth and annual income in the definition 

of “accredited investor” in light of the current economy, as more is learned about 

the companies that receive angel investment, the jobs that are created as a result, 

and the relative lack of fraud in angel investment. 

5.	 Permit general solicitation under a basic concept that no communication is a 

general solicitation if reasonable means or a screening process is used to ensure 

that such communication is directed only to accredited investors. 

Committee’s Task Force on Small Business Securities, and the Co-Chair of the Private Placement BrokerDealer Task Force, all of which are within the Section of Business Law. 

8 
 

 

 

6.	 Do not develop new securities regulations that crimp the ability of private 

companies to help arrange liquidity for angel investors by listing their shares on 

private securities exchanges. 

Biotechnology Industry Organization (Panel Presentation by Shelly Mui-Lipnik, Director 

of Emerging Companies and Business Development) 

1.	 Make the R&D tax credit permanent. 

2.	 Extend and expand the Therapeutic Discovery Project Credit program. 

3.	 Raise the $75 million dollar public float exemption for Sarbanes-Oxley Section 

404(b) to $250 million. 

Center for Capital Market Competitiveness, U.S. Chamber of Commerce (Panel 

Presentation by David T. Hirschmann, President and CEO) 

1.	 In exercising the discretion that the Dodd-Frank Act provides to regulators in 

determining whether to exempt or delay the applicability of new regulations to 

smaller public companies, consider whether the new regulation is essential, 

particularly in light of the cumulative effect of regulation on small business. 

2.	 Increase the disclosure threshold for smaller public companies from the current 

$75 million, and index that threshold going forward. 

3.	 Consider other metrics that might be useful to determine appropriate regulation for 

smaller companies rather than relying solely on market capitalization. 

4.	 Consider increasing the $5 million offering limit under Regulation A that allows 

for simplified registration, since this ceiling has never been indexed or increased 

since 1992. 

5.	 Ensure the diversity and robustness of capital formation options for start-ups and 

smaller growth companies through regulators’ avoidance of selecting winners and 

losers among capital providers. 

Financial Executives International (Written Submission) 

1.	 Lower the corporate tax rate in the United States. 

2.	 Make permanent the extension of all current individual tax rates, and index the 

alternative minimum tax to inflation. 

3.	 Revise the estate tax to avoid unduly penalizing going concerns that wish to 

survive the death of an owner. 

4.	 Protect the Interest Charge Domestic International Sales Corporation (IC-DISC) in 

any future tax reform efforts. 

5.	 Make permanent the research and development tax credit, and increase the 

alternative simplified credit. 

9
 
 

 

 

6.	 Preserve the last-in, first-out (LIFO) inventory accounting method for American 

businesses that maintain inventories. 

7.	 Provide companies tax credits or a tax holiday over a specified length of time to 

businesses that make capital investments in the U.S. by building or expanding a 

new facility. 

8.	 Simplify rules pertaining to S corporations, and provide greater flexibility to their 

owners. 

9.	 Fully repeal the 1099 reporting requirement found in the Patient Protection and 

Affordable Care Act. 

10. Adopt the proposals as recommended by the ABA in its Report and 

Recommendations of the Task Force on Private Placement Broker-Dealers, dated 

June 20, 2005, and subsequently adopted/recommended by the SEC GovernmentBusiness Forums on Small Business Capital Formation of 2006, 2007, 2008 and 

2009. 

Independent Community Bankers of America (Written Submission) 

1.	 Reconsider the Commission proposal not to exempt smaller reporting companies 

from the say-on-pay or golden parachute votes. 

2.	 Do not require smaller reporting companies to comply with the requirements of 

Section 953 of the Dodd-Frank Act found in Item 402 of Regulation S-K. 

3.	 Exempt smaller reporting companies from the new claw back policies (Section 954 

of Dodd-Frank) because this provision will make it more difficult to find qualified 

officers and directors for publicly traded small banks. 

4.	 Exempt smaller reporting companies from the proxy access rule because of the 

disproportionate burden it places on small community banks and other smaller 

issuers. 

5.	 Utilize the discretion that Congress has explicitly delegated to the Commission to 

minimize the regulatory burden on small issuers from the corporate governance 

provisions of the Dodd-Frank Act that disproportionately burden publicly-traded 

community banks. 

6.	 Update the shareholder threshold above which companies must register a class of 

securities under Section 12(g) of the Exchange Act from the current 500 to 2,000, 

and increase the shareholder threshold below which companies may de-register a 

class of securities under Section 12(g) of the Exchange Act to 1,700. 

Investment Program Association (Panel Presentation by Kevin M. Hogan, Executive 

Director) 

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1.	 Work with the state securities regulators to reduce the redundancies in federal and 

state regulation of offerings by the investment program industry which result in an 

estimated 9 to 12 months for some products ultimately to be approved. 

2.	 Adopt a more effective technology centered electronic order entry system for the 

investment program industry similar to that in the mutual fund and annuity 

industries. 

National Association of Seed and Venture Funds (Written Submission and Panel 

Presentation by James A. Jaffe, President and CEO) 

1.	 Adopt a comprehensive legislative initiative regarding angel investor tax credits, 

with specific attention to the areas of immediate behavioral reward, venture 

eligibility, and investment eligibility, similar to what has been enacted in 21 states 

to facilitate capital to early-stage companies. 

National Association of Small Business Investment Companies (Written Submission and 

Panel Presentation by Brett T. Palmer, President) 

1. Raise the asset threshold for registration from $150 million (Regulation E) to 

enable small business funds to raise more capital for investing in small businesses. 

2.	 Establish a venture definition, and therefore registration exclusion, that protects all 

funds that invest directly in “small businesses.” Small business is clearly defined 

in the Small Business Investment Act. This should not be the only option for 

qualifying for the venture exemption, but it should be at least one of the available 

options for exemption. 

3.	 Define “Private Equity Fund” as one that makes equity, debt, and/or debt with 

equity featured investments. 

4.	 Apply the registration triggering threshold exclusively to funds that are otherwise 

non-exempt. For example, a $75 million small business fund would be forced to 

register if it also had a $90 million SBIC. For fund managers that have both an 

SBIC fund and a non-SBIC fund, the capital under management from the SBIC 

should not be included in the registration trigger. 

5.	 Minimize the record keeping burden for exempt funds. If exempt from 

registration, offer these funds a true exemption from the burden. The SEC should 

recognize the SBA as the functional regulator of SBICs. 

6.	 Create a “Registration Light” system for funds that invest primarily in small 

business. The middle-market funds that have more than $150 million in assets 

under management but are still below the $500 million level should not be required 

to register with the SEC in the same manner as a fund with billions of dollars of 

assets under management. 

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7.	 Minimize the negative impact of the Volcker Rule on small investment funds, and 

consider the following specific recommendations: 

•	 While SBIC investments are explicitly permitted, do not pose any additional 

restrictions on investments in SBICs. 

•	 Do not limit independent limited partners in bank-sponsored funds to existing 

trust, fiduciary, or investment advisory clients of the banking entity. 

•	 When implementing the Volcker Rule, raise the 3% Tier-1 capital limit on bank 

investments in a small investment fund. 

•	 Allow a bank to be a sponsor of an SBIC or other small business fund while still 

being permitted to provide custodial services to the fund. 

•	 Define “Private Equity Fund” as one that makes equity, debt, and/or debt with 

equity featured investments. 

•	 Do not force the divestiture of illiquid assets by small investment funds all at one 

time. 

National Venture Capital Association (Written Submission and Panel Presentation by 

Mark G. Heesen, President) 

1.	 Raise the $75 million dollar public float exemption for [Sarbanes-Oxley] Section 

404(b) to $250 million. 

Real Estate Investment Securities Association (Written Submission and Panel Presentation 

by Deborah S. Froling, REISA Legislative/Regulatory Task Force) 

1.	 Do not apply a fiduciary standard to the independent broker-dealer community, 

including REISA members who are brokers, because it would reduce small 

business capital formation and reduce or eliminate a large portion of their 

traditional day-to-day business. Because private placements under Regulation D 

would likely be considered “illiquid” investments under a fiduciary standard of 

care, small businesses and real estate investments packaged as Regulation D 

offerings could be eliminated from the alternatives that could be recommended by 

REISA member broker-dealers to their clients, who are sophisticated, accredited 

investors. 

2.	 With respect to disqualification rules for felons and other bad actors as required by 

the Dodd-Frank Act: 

•	 Clearly identify the persons who would disqualify an issuer or broker-dealer from 

taking advantage of Regulation D for capital raising activities. For example, 

would “persons” subject to this disqualification include officers or directors or just 

owners, and, if owners would it be 10%, 20% or more beneficial owners or would 

it include only “control persons.” 

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•	 Clearly define what is meant by a “final order,” especially in a case where an order 

has been issued by a state regulator but such order is in the process of being 

challenged or otherwise appealed through judicial or administrative proceedings. 

•	 Address the potential for misapplication of the standard of “any law or regulation 

that prohibits fraudulent, manipulative or deceptive conduct.” There are states 

where minor and technical violations of rules or regulations, such as recordkeeping 

requirements or filing notices, are deemed to be fraudulent conduct and would 

therefore disqualify issuers from making use of Rule 506 for acts that would not 

normally fit within the definition of fraudulent or deceptive acts. 

•	 Preclude the adoption of rules that would deem minor rule violations as 

“fraudulent, manipulative or deceptive conduct” in order to reduce or eliminate the 

use of Rule 506 for offerings in their state. 

•	 Provide a mechanism by which an issuer may request a waiver from 

disqualification “upon a showing of good cause,” particularly in light of the 10­

year look back whereby a person may have entered into a settlement agreement 

with a state regulator prior to the enactment of the Dodd-Frank Act which would 

otherwise provide the basis for a disqualification now. 

3.	 Exclude both the value of the primary residence and the mortgage debt from the 

calculation of net worth to qualify as an accredited investor, including underwater 

mortgage debt. 

4.	 If the Commission is inclined to add an “invested assets” test for accredited 

investor status, as suggested by the North American Securities Administrators 

Association, Inc., then require that only one qualification be met of the following: 

(1) net worth, (2) income or (3) invested assets. 

5.	 Do not require investment adviser registration for REISA members who are 

sponsors and advisors to non-traded REIT clients, if their advice includes 

incidental advice regarding securities. 

6.	 Reject efforts to raise capital gains taxes on the commercial real estate sector by 

treating the carried interest earned by partners in partnerships as ordinary income 

rather than long-term capital gains income. 

7.	 Establish a federally backed credit facility for originating new commercial real 

estate loans, possibly by expanding the FDIC’s existing public-private investment 

fund program (the “PPIP Legacy Loans Program”) or through a new privately 

funded guarantee program. 

8.	 Encourage non-U.S. debt and equity investment in U.S. real estate by amending or 

repealing the outdated Foreign Investment in Real Property Tax Act (FIRPTA), 

which applies to equity investments. 

9.	 Continue to apply pressure upon banks and loan servicers to extend performing 

loans, based on cash-flow analysis. 

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Small Business & Entrepreneurship Council (Written Submission) 

1.	 Create an exemption for small business offerings (debt or equity) of less than 

$1,000,000, that: 

•	 Limits the maximum contribution by any one individual to no more than 10% of 

their prior year’s stated income or up to $10,000/ individual. 

•	 Requires a set of standardized and automated procedures for these financing 

offerings (debt or equity) to reduce time and expense for all parties while 

maintaining transparency. Use a modified SCOR form, especially for those 

companies that are just ideas and do not have financials yet. 

•	 Have investors take an online “test” on the risks involved in private offerings 

before being allowed to invest. 

•	 Allow the creation of channels/sites where ideas, individuals, companies and 

investors can meet, be vetted by the organization hosting those channels and 

entrepreneurial funding may take place. Consider requiring registration of these 

channel/sites for transparency purposes. 

Society of Corporate Secretaries & Governance Professionals (Written Submission and 

Panel Presentation by Stephen H. Shapiro, Co-Chair, Small and Mid-Cap Companies 

Committee) 

1.	 Increase the public equity float threshold for being a smaller reporting company 

from having a public float of less than $75 million to at least less than $250 

million. 

2.	 Exempt companies with a public float of less than $250 million from Section 

404(b) of the Sarbanes Oxley Act. 

3.	 Adopt a new private offering exemption from the registration requirements of the 

Securities Act that does not prohibit general solicitation and advertising for 

transactions with purchasers who do not need all the protections of the Securities 

Act registration requirements. 

4.	 Eliminate the one-third of market capitalization limit for primary offerings by 

smaller public companies in General Instruction I.B.6(a) of Form S-3 and General 

Instruction I.B.5(a) of Form F-3. 

5.	 Shorten the integration safe harbor in Regulation D from six months to 90 days, 

and further consider shortening such period to 30 days, as recommended by the 

April 2006 Final Report of the SEC Advisory Committee on Smaller Public 

Companies. 

6.	 Apply scaled regulation to Section 1502 “Conflict Minerals” disclosure that 

requires all reporting companies to disclose annually whether “conflict minerals” 

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(including gold) in products manufactured by their companies originated in the 

Democratic Republic of the Congo or an adjoining country. 

7.	 Exempt smaller reporting companies from the requirements of Section 14A of the 

Exchange Act, notwithstanding the instruction to new Rule 14a-21, for the reason 

that such companies would nevertheless be compelled to include CD&A disclosure 

or risk an unfavorable shareholder vote. 

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2011 SEC Government-Business Forum on 

Small Business Capital Formation 

Biographies of Panelists and Moderators 

A. Heath Abshure is the Arkansas Securities Commissioner. He was appointed 

Commissioner in December 2007 by Governor Mike Beebe. In this role, Mr. Abshure 

oversees the Arkansas Securities Department, the state agency charged with oversight of all 

aspects of the securities industry, as well as certain aspects of the mortgage lending and 

money services industries. Mr. Abshure serves as Chairman of the North American 

Securities Administrators Association (NASAA) Corporation Finance Section Committee. 

He is a board member of Economics Arkansas, a private, non-profit, educational organization 

founded in 1962 to promote economic literacy in Arkansas, and serves as an Adjunct 

Professor at the University of Arkansas at Little Rock Law School, William H. Bowen 

School of Law, teaching Securities Regulation. Mr. Abshure began his legal career with the 

Little Rock firm of Giroir Gregory Holmes & Hoover. In 2000, Mr. Abshure joined the U.S. 

Securities and Exchange Commission, where he served as Senior Attorney-Adviser in the 

Office of the Administrative Law Judges. In July 2002, he returned to Little Rock and joined 

the firm of Williams & Anderson, specializing in corporate securities and municipal bond 

issues. Mr. Abshure graduated, cum laude, from Christian Brothers University in Memphis, 

Tennessee, with a bachelor’s degree in Business Administration. He obtained his law degree 

from the University of Arkansas at Little Rock, William H. Bowen School of Law, with high 

honors. While working at the SEC, Mr. Abshure attended the Georgetown University Law 

Center and obtained a Master of Laws with distinction in Securities and Financial 

Regulation. 

Luis A. Aguilar is a Commissioner of the Securities and Exchange Commission. 

Commissioner Aguilar represents the Commission as its liaison to both the North American 

Securities Administrators Association (NASAA) and to the Council of Securities Regulators 

of the Americas (COSRA). He has served as the primary sponsor of the SEC's Investor 

Advisory Committee. Before his appointment as SEC Commissioner, Mr. Aguilar was a 

partner with the international law firm of McKenna Long & Aldridge, LLP, specializing in 

securities law. During his career, his practice included matters pertaining to general 

corporate and business law, international transactions, investment companies and investment 

advisers, securities law, and corporate finance. He also focused on issues related to corporate 

governance, public and private offerings (IPOs and secondary offerings), mergers and 

acquisitions, mutual funds, investment advisers, broker-dealers, and other aspects of federal 

and state securities laws and regulations. Commissioner Aguilar's previous experience 

includes serving as the general counsel, executive vice president, and corporate secretary of 

INVESCO, with responsibility for all legal and compliance matters regarding INVESCO 

Institutional. He also was INVESCO's managing director for Latin America in the late 

1990's. His career also includes tenure as a partner at several prominent national law firms 

and an earlier tenure as an attorney at the Securities and Exchange Commission. 

Commissioner Aguilar has successfully completed Series 7, 24, 63, and 65 examinations in 

connection with serving as president and a director of a registered broker-dealer. 

Commissioner Aguilar is a graduate of the University of Georgia School of Law, and also 

received a master of laws degree in taxation from Emory University. 

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Professor C. Steven Bradford is the Earl Dunlap Distinguished Professor of Law at the 

University of Nebraska–Lincoln College of Law. He teaches in the areas of securities 

regulation, corporate law, and accounting for lawyers. Professor Bradford is the author of 

numerous articles on securities regulation, including Does Size Matter? An Economic 

Analysis of Small Business Exemptions from Regulation, 8 J. Small and Emerging Bus. L. 1 

(2001); Securities Regulation and Small Business: Rule 504 and the Case for an 

Unconditional Exemption, 5 J. Small and Emerging Bus. L. 1 (2001); Expanding the NonTransactional Revolution: A New Approach to Securities Registration Exemptions, 50 Emory 

L. J. 437 (2000); and Transaction Exemptions in the Securities Act of 1933: An Economic 

Analysis, 45 Emory L. J. 591 (1996). His latest article is Crowdfunding and the Federal 

Securities Laws, available at http://ssrn.com/abstract=1916184. Professor Bradford received 

his B.S., summa cum laude, from Utah State University, an M.P.P. from Harvard University, 

and his J.D., magna cum laude, from Harvard Law School. 

Professor John C. Coffee, Jr. is the Adolf A. Berle Professor of Law at Columbia 

University Law School and Director of its Center on Corporate Governance. He is a Fellow 

at the American Academy of Arts and Sciences and has been repeatedly listed by the 

National Law Journal as among its “100 Most Influential Lawyers in America.” Professor 

Coffee has been a member of the Legal Advisory Board to the New York Stock Exchange, 

the Legal Advisory Board of the NASD, the Market Regulation Committee of the NASD, 

and the Economic Advisory Board to Nasdaq. He served as a reporter to the American Law 

Institute for its Principles of Corporate Governance: Analysis and Recommendations, was a 

member of the SEC’s Advisory Committee on the Capital Formation and Regulatory 

Processes, and served as Chairperson of the Section on Business Associations of the 

Association of American Law Schools. Professor Coffee has testified repeatedly before 

Committees of both the Senate and the House during the drafting of the PSLRA, the 

Sarbanes-Oxley Act, and the Dodd-Frank Act and on other occasions. Professor Coffee is 

the author or editor of several widely used books and casebooks on corporations, securities 

regulation, takeovers, and business organization and finance, including Coffee and Sale, 

Cases and Materials on Securities Regulation (11th ed. 2007), Choper, Coffee and Gilson, 

Cases and Materials on Corporations (7th ed. 2008), Klein and Coffee, Business 

Organization and Finance (10th ed. 2007), and Coffee, Gatekeepers: The Professions and 

Corporate Governance (Oxford University Press 2006) and Coffee, Lowenstein, and RoseAckerman, Knights, Raiders and Targets: The Impact of the Hostile Takeover (Oxford 

University Press 1988). Professor Coffee has also been a visiting professor of law at 

Harvard, Stanford, Michigan and Virginia law schools and at several foreign law schools and 

began his teaching career at Georgetown University Law Center. According to a recent 

survey of law review citations, Professor Coffee is the most cited law professor in law 

reviews in the combined corporate, commercial, and business law field. Before entering 

academia, he practiced corporate law as an associate with the firm of Cravath, Swaine & 

Moore in New York City. He is a graduate of the Yale Law School and Amherst College. 

Meredith B. Cross is the Director of the Division of Corporation Finance at the Securities 

and Exchange Commission. Prior to joining the staff in June 2009, Ms. Cross was a partner 

at Wilmer Cutler Pickering Hale and Dorr LLP in Washington, D.C., where she advised 

clients on corporate and securities matters and was involved with the full range of issues 

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faced by public and private companies in capital raising and financial reporting. Since 

rejoining the staff, Ms. Cross has led a broad array of key initiatives, including changes to the 

proxy rules and a concept release on the U.S. proxy system, and revisions to the disclosure, 

reporting, and offering process for asset-backed securities. Currently, Ms. Cross is leading 

the Division’s efforts to implement a wide assortment of provisions enacted under the DoddFrank Wall Street Reform and Consumer Protection Act. Ms. Cross also worked in the 

Division of Corporation Finance prior to joining WilmerHale. She began her previous tenure 

at the SEC in September 1990 as an Attorney Fellow in the Office of Chief Counsel, and 

served in a variety of capacities within the Division, including Deputy Chief Counsel, Chief 

Counsel, Associate Director, and finally, Deputy Director. Before her previous tenure at the 

SEC, Ms. Cross worked in private practice in the securities department of King & Spalding 

in Atlanta. She earned her undergraduate degree, cum laude, from Duke University in 1979, 

and her law degree in 1982 from Vanderbilt University Law School. 

Daniel M. Gallagher is a Commissioner of the Securities and Exchange Commission. 

Before his appointment as SEC Commissioner, he was a partner in the Washington, D.C., 

office of WilmerHale. Commissioner Gallagher’s first tenure at the SEC began in January 

2006, serving as a counsel to SEC Commissioner Paul S. Atkins and later as a counsel to 

SEC Chairman Christopher Cox. He worked primarily on major matters before the 

Commission involving the Division of Trading and Markets and the Division of 

Enforcement. After joining the Division of Trading and Markets as a Deputy Director in 

2008, he played a key role in the SEC’s response to the financial crisis and other key issues 

before the Commission at the time, including credit rating agencies and credit default swaps. 

He served as Co-Acting Director of the Trading and Markets Division from April 2009 to 

January 2010. Prior to his initial SEC service as a staff member, Commissioner Gallagher 

was the General Counsel and Senior Vice President of Fiserv Securities, Inc., where he was 

responsible for managing all of the firm’s legal and regulatory matters. Commissioner 

Gallagher began his career in private practice, advising clients on broker-dealer regulatory 

issues, and representing clients in SEC and SRO enforcement proceedings. Commissioner 

Gallagher earned his J.D., magna cum laude, from the Catholic University of America, where 

he was a member of the law review. He graduated from Georgetown University with a B.A. 

in English. 

Stephen M. Graham is Co-Chair of Fenwick & West’s Life Sciences Practice, is a partner 

in the corporate group and is a member of the firm’s executive committee. He is resident in 

the firm’s Seattle office, where he is the Managing Partner. Mr. Graham focuses his practice 

in the areas of private and public mergers and acquisitions, public offerings, private 

placements, and corporate governance matters, including advising boards of directors and 

audit, compensation and nominating/corporate governance committees, preparation and filing 

of periodic SEC reports, and other securities law compliance, including Sarbanes-Oxley Act 

matters and disclosure issues with respect to Rule 10b-5 and Regulation FD. His diverse 

practice is focused on the representation of emerging and established high growth companies. 

Mr. Graham has represented companies and investment banks in numerous initial public 

offerings, a wide variety of merger and acquisition transactions, and private offerings of debt 

and equity. Mr. Graham has been recognized by Chambers USA as one of the top corporate 

and mergers and acquisitions lawyers in Washington State. He is also a “Super Lawyer” 

award recipient, 2000–2011, was ranked as one of the Top 100 Super Lawyers in 2005 by 

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Washington Law & Politics, received the Top Lawyers award from Seattle Magazine in 

2003, is listed in Who’s Who in America by Marquis Biographical Reference, and is a 

member of Pi Sigma Alpha. He is active in community affairs, currently serving on the 

Board of Directors of the Fred Hutchinson Cancer Research Center, the Institute for Systems 

Biology and the Washington Biotechnology & Biomedical Association. Mr. Graham also 

serves as a member of the College of Liberal Arts and Sciences Dean's Advisory Council of 

Iowa State University. Prior to joining Fenwick & West, Mr. Graham was a corporate 

partner with Orrick, Herrington & Sutcliffe LLP, where he was the Chair of the global 

Corporate Practice Group. Mr. Graham received his J.D. from Yale Law School and his B.S. 

from Iowa State University. 

Kathleen Weiss Hanley is Deputy Director and Deputy Chief Economist of the Division of 

Risk, Strategy, and Financial Innovation at the Securities and Exchange Commission. Ms. 

Hanley assumed her current position at the Commission in 2011. Prior to that time, she was 

a Senior Economist at the Board of Governors of the Federal Reserve System and a senior 

financial economist at the SEC. She has been on the faculty at the University of Maryland as 

an associate professor (with tenure) and at the University of Michigan as an assistant 

professor. Hanley has written extensively on the topic of corporate finance with an emphasis 

on initial public offerings, price stabilization, short selling, disclosure, litigation risk and 

closed-end funds. Her research has been published in leading finance journals such as the 

Journal of Finance, the Journal of Financial Economics, the Review of Financial Studies, the 

Journal of Financial Intermediation, and Financial Management. She has been an associate 

editor at the Journal of Financial Research and a Practitioner Director of the Financial 

Management Association. She received her Ph.D. in Finance from the University of Florida 

and her undergraduate degree from Indiana University. 

John D. Hogoboom is a founding member of the Lowenstein Sandler Specialty Finance 

Group. Mr. Hogoboom specializes in mergers and acquisitions, public and private securities 

offerings, private equity investments and general corporate and securities law. Mr. 

Hogoboom is listed among The Best Lawyers in America in the 2007-2012 editions of the 

publication in both the corporate law and securities law categories. Mr. Hogoboom received 

his B.S. degree, magna cum laude, from the Wharton School of the University of 

Pennsylvania. He received his J.D. degree, cum laude, from the University of Pennsylvania 

School of Law, where he served as Editor of the University of Pennsylvania Law Review. 

Lona Nallengara is the Deputy Director–Legal and Regulatory Policy in the Division of 

Corporation Finance of the U.S. Securities and Exchange Commission. Mr. Nallengara 

oversees the Division of Corporation Finance’s Offices of Chief Counsel, Enforcement 

Liaison, International Corporate Finance, Mergers & Acquisitions and Small Business Policy 

and is involved in the Division's extensive rulemaking agenda. Prior to joining the 

Commission in March 2011, Mr. Nallengara was a partner at Shearman & Sterling LLP in 

New York, where he advised public companies and financial institutions on capital raising 

activities, corporate governance, public reporting and mergers and acquisitions. Mr. 

Nallengara earned his law degree from Osgoode Hall Law School in Toronto and his 

undergraduate degree in political science from the University of Western Ontario in London, 

Canada. 

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Troy A. Paredes is a Commissioner of the Securities and Exchange Commission. Before his 

appointment as SEC Commissioner, he was a tenured professor at Washington University 

School of Law in St. Louis, Missouri. He also held a courtesy appointment at Washington 

University's Olin Business School. Commissioner Paredes primarily taught and researched 

in the areas of securities regulation and corporate governance. During his tenure as a 

professor, Commissioner Paredes made presentations around the country on securities law 

and corporate governance, and he served as an expert on various legal matters. As a 

professor, Commissioner Paredes has authored articles addressing these topics, and he is also 

a co-author (beginning with the 4th edition) of a multi-volume securities regulation treatise 

with Louis Loss and Joel Seligman entitled Securities Regulation. Before joining 

Washington University's faculty in 200l, Commissioner Paredes practiced law at prominent 

national law firms. As a practicing lawyer, Commissioner Paredes worked on a variety of 

transactions and legal matters involving financings, mergers and acquisitions, and corporate 

governance. Commissioner Paredes received his bachelor's degree in economics from the 

University of California at Berkeley and his J.D. from Yale Law School. 

Chairman Mary L. Schapiro is the 29th Chairman of the Securities and Exchange 

Commission. Chairman Schapiro was appointed by President Barack Obama on January 20, 

2009, unanimously confirmed by the U.S. Senate, and sworn in on January 27, 2009. She is 

the first woman to serve as the agency’s permanent Chairman. Before becoming SEC 

Chairman, she was CEO of the Financial Industry Regulatory Authority (FINRA)—the 

largest non-governmental regulator for all securities firms doing business with the U.S. 

public. Chairman Schapiro joined the organization in 1996 as President of NASD 

Regulation, and was named Vice Chairman in 2002. In 2006, she was named NASD’s 

Chairman and CEO. The following year, she led the organization’s consolidation with 

NYSE Member Regulation to form FINRA. Chairman Schapiro previously served as a 

Commissioner of the SEC from December 1988 to October 1994. She was appointed by 

President Ronald Reagan, reappointed by President George H.W. Bush in 1989, and named 

Acting Chairman by President Bill Clinton in 1993. She left the SEC when President Clinton 

appointed her Chairman of the Commodity Futures Trading Commission, where she served 

until 1996. A 1977 graduate of Franklin and Marshall College in Lancaster, Pennsylvania, 

Chairman Schapiro earned a Juris Doctor degree, with honors, from George Washington 

University in 1980. 

Yoichiro (Yokum) Taku is a corporate and securities partner in the Palo Alto office of 

Wilson Sonsini Goodrich & Rosati. Yokum represents technology and growth companies at 

all stages of development, through private financings, strategic transactions, public offerings, 

and mergers and acquisitions. He also represents investors in venture capital financings. 

Yokum has advised numerous entrepreneurs from initial company formation to liquidity 

event. At any time, Yokum typically represents numerous start-up companies seeking 

venture financing, private companies that have received financing, and publicly traded 

companies. Yokum also closely works with several incubators. He maintains a personal 

blog at www.startupcompanylawyer.com. Yokum is the Chairman of the Angel Venture 

Financing Subcommittee of the American Bar Association Business Law Section Committee 

on Venture Capital and Private Equity. Yokum received a B.A. from the University of 

Minnesota in 1990 and a J.D. from the University of Chicago Law School in 1993. 

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Elisse B. Walter is a Commissioner of the Securities and Exchange Commission. She 

served as Acting Chairman during January 2009. Before her appointment as an SEC 

Commissioner, Ms. Walter served as Senior Executive Vice President, Regulatory Policy & 

Programs, for FINRA. She held the same position at NASD before its 2007 consolidation 

with NYSE Member Regulation. Ms. Walter coordinated policy issues across FINRA and 

oversaw a number of departments including Investment Company Regulation, Member 

Education and Training, Investor Education and Emerging Regulatory Issues. She also 

served on the Board of Directors of the FINRA Investor Education Foundation. Before 

joining NASD, Ms. Walter served as the General Counsel of the Commodity Futures Trading 

Commission. Before joining the CFTC in 1994, Ms. Walter was the Deputy Director of the 

Division of Corporation Finance of the Securities and Exchange Commission. She served on 

the SEC's staff beginning in 1977, both in that Division and in the Office of the General 

Counsel. Before joining the SEC, Ms. Walter was an attorney with a private law firm. Ms 

Walter graduated from Yale University with a B.A., cum laude, in mathematics and received 

her J.D. degree, cum laude, from Harvard Law School. 

David Weild, IV oversees Capital Markets and Institutional Acceptance at Grant Thornton, a 

“‘Global Six’ Audit, Tax and Advisory Firm.” He is also Chairman and CEO of Capital 

Markets Advisory Partners, a firm that specializes in equity capital markets advice to issuers. 

He is a former Vice Chairman and executive committee member of The NASDAQ Stock 

Market, where he had line responsibility for the global listings businesses of NASDAQ. 

David and co-author, Ed Kim, are noted for their work that was first to identify how changes 

in stock market structure are harming capital formation and job growth in the United States. 

Their studies Why are IPOs in the ICU? and Market structure is causing the IPO crisis–and 

more; A wake up call for America have been cited in over 100 articles, including articles in 

The Economist, The Wall Street Journal, The New York Times and The Financial Times. 

These studies have also been cited by Congressmen, Senators and the Executive Branch of 

the U.S. Government, including most recently in the Interim Report of the White House’s 

Job Council, led by Jeffrey Immelt, CEO of General Electric, and the IPO Task Force Report 

to the U.S. Treasury, led by Kate Mitchell, former Chairman of the National Venture Capital 

Association (NVCA). David was also a member of the NYSE and NVCA’s Blue Ribbon 

Panel to restore liquidity in the U.S. venture capital industry, and his work was cited in the 

NVCA’s final report. David has testified in Congress and at the CFTC-SEC Joint Panel on 

Emerging Regulatory Issues. Prior to NASDAQ, David spent 14 years at Prudential 

Securities in senior management roles, including President of PrudentialSecurities.com, Head 

of Corporate Finance, Head of Technology Investment Banking and Head of Global Equity 

Capital Markets. He oversaw more than 1,000 IPO's, follow-on offerings and convertible 

transactions and was an innovator in new issue systems and transaction structures. David 

holds an M.B.A. from the Stern School of Business and a B.A. from Wesleyan University. 

He studied on exchange at The Sorbonne, Ecole des Haute Etudes Commerciales and The 

Stockholm School of Economics. 

Greg Wright is CEO of ThinkEquity LLC, an investment bank focused on the growth 

sectors of the economy. ThinkEquity provides research, equity financing, M&A advisory, 

institutional sales and trading, wealth management and asset management services to 

institutional investors, corporate and private clients, venture capitalists, entrepreneurs, and 

financial sponsors. As a Panmure Gordon company, ThinkEquity accesses the combined 

6
 
 

 

 

 

 

 

 

 

 

 

financial expertise of professionals based in San Francisco, New York, Boston, Chicago, 

London, Liverpool, and Geneva. Previously, Greg worked for Merrill Lynch’s investment 

banking group as a Managing Director and Head of Corporate Finance for Merrill Lynch in 

Europe. 

Gregory C. Yadley is a partner and Chair of the Corporate Practice Group in the Tampa, 

Florida, office of Shumaker, Loop & Kendrick, LLP. His principal areas of practice are 

securities, mergers and acquisitions, banking, corporate and general business law. 

Mr. Yadley has represented business entities of all sizes, including closely-held and family 

businesses and large and small public companies. He regularly represents these clients in 

financing transactions, mergers and acquisitions, contract negotiations and disputes, strategic 

planning, legal compliance and general corporate matters. He has extensive experience in 

securities matters, including advising clients with regard to their private and public offerings 

of securities (including initial public offerings) and their ongoing disclosure obligations. 

Mr. Yadley is an adjunct professor at the University of Florida Levin College of Law, a 

frequent lecturer and contributor to legal periodicals, Chair of the American Bar Association 

Business Law Section Middle Market and Small Business Committee and past Chair of the 

Florida Bar Business Law Section, Co-Editor of The Florida Bar Florida Corporate Practice 

Manual and Co-Director of the annual Federal Securities Institute. Mr. Yadley obtained his 

B.A. degree, cum laude, with Highest Honors in English from Dartmouth College and 

received his J.D. degree, cum laude, from George Washington University. 

7
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Registered Forum Participants List
 

Mike Adhikari
 

Illinois Corporate Investments, Inc.
 

175 Olde Half Day Rd., #100-17 

Lincolnshire, Illinois 60069
 

Joan Adler
 

Ellenoff Grossman & Schole, LLP
 

150 East 42nd Street
 

New York, New York 10017
 

George Adu
 

DISB-Securities Bureau
 

810 First Street, NE, Suite 610
 

Washington, D.C. 20002
 

Gabriela Aguero
 

FINRA
 

Ammar Askari
 

Office of the Comptroller of the Currency
 

Chad Baase
 

7303 23 1/2 Mile Rd.
 

Homer, Michigan 49245
 

Milton Barbarosh
 

Stenton Leigh Group, Inc.
 

2888 East Oakland Park Blvd. 

Ft. Lauderdale, Florida 33306
 

Charles Barkley
 

Attorney
 

6201 Fairview Rd., Suite 200 ­

Charlotte, North Carolina 28210
 

Douglas Baumwall
 

Steven Anthony Behar
 

Behar Law Group, PLLC
 

10 Division Street
 

Farmingdale, New York 11735
 

Christine Bergin
 

Jason Best 

Startup Exemption 

San Francisco, California 

Karla Black 

Maine Office of Securities 

121 State House Station 

Augusta, Maine 4333 

Elizabeth Bleakley 

Kopecky, Schumacher & Bleakley, P.C. 

203 N. LaSalle St., Suite 1620 

Chicago, Illinois 60601 

Christian Blees 

Brian Borders 

Borders Law Group 

1828 L Street, NW, Suite 908 

Washington, D.C. 20036 

John Braden 

McConnell & Jones, LLP 

12941 Interstate 45 North, Suite 422 

Houston, Texas 77060 

David Braun 

Fildew Hinks, PLLC 

26622 Woodward Ave., Suite 225 

Royal Oak, Michigan 48067 

James Brown 

Brown & Associates 

212 Autumn Hill Drive 

Cranberry Township, Pennsylvania 16066 

Seth Bryant 

Bryant Burgher Jaffe, LLP 

220 E. 42nd Street, Suite 3302 

New York, New York 10017 

1
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Russell Bulkeley 

Thompson & Knight, LLP 

900 Third Avenue, 20th Floor 

New York, New York 10022 

James Burk 

Burk & Reedy, LLP 

1818 N Street, NW, Suite 400 

Washington, D.C. 20036 

Eric Burns 

Art Seigner 

11438 Grable Ct. 

Fontana, California 92337 

David Burton 

National Small Business Association 

1156 15th St., NW, Suite 1100 

Washington, D.C. 20005 

Bill Bush 

Andrew Cagnetta 

Transworld Business Brokers 

Hugh Campbell 

Newtek Business Services 

1440 Broadway 

New York, New York 10018 

Kevin Carlie 

Stone Carlie 

101 S. Hanley Road, Suite 800 

Saint Louis, Missouri 63105 

Brian Castro 

Joe Cecala 

Expansion Funding Partners 

18 S. Northwest Hwy., Suite 200 

Park Ridge, Illinois 60068 

Janae Chamblee 

First Business Resources, Inc. 

8117 Preston Road, Suite 300 

Dallas, Texas 75225 

Karl Chen 

Chen Law, PLLC 

1629 K Street, NW, Suite 300 

Washington, D.C. 20006 

Peter Christman 

The Christman Group 

200 East Randolph, 24th Floor 

Chicago, Illinois 60601 

Robert James Cimasi 

Health Capital Consultants 

1143 Olivette Executive Parkway 

St. Louis, Missouri 63132 

Patrick Clawson 

PO Box 470 

Flint, Michigan 48501 

Christopher Cole 

ICBA 

1615 L Street, NW 

Washington, D.C. 20036 

Faith Colish 

Carter Ledyard & Milburn, LLP 

2 Wall Street 

New York, New York 10005 

Kevin J. Conner 

Conner & Associates, PC 

110 South State Street, Suite 200 

Newtown, Pennsylvania 18940 

James Cornell 

Praxiis Business Advisors 

5266 Seneca Street 

West Seneca, New York 14224 

Amy Cross 

StillPoint Capital 

13037 W. Linebaugh Ave., Suite 101 D 

Tampa, Florida 33626 

Stephen Cundari 

Kiinnear Cundari Associates, LLC 

2
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Todd Cushing 

EBIT Associates, Ltd. 

117 S. Cook Street, #212 

Barrington, Illinois 60010 

Chasiti Dawson 

The Adellsen Group, LLC 

1940 Duke Street, Suite 200 

Alexandria, Virginia 22314 

Molly Deere 

Donovan & Rainie, LLC 

20 South Charles Street, Suite 320 

Baltimore, Maryland 21201 

Suzanne De Lucia 

Front Range Business, Inc. 

5353 Manhattan Circle, #101 

Boulder, Colorado 80303 

Ralph Donaldson 

Prism Health Services 

2451 Cumberland Parkway, Suite 3675 

Atlanta, Georgia 30126 

Gal Dov 

Jason Eaton 

3000 Spout Run Parkway, Unit B503 

Arlington, Virginia 22201 

Douglas Ellenoff 

Ellenoff Grossman & Schole, LLP 

150 East 42nd Street 

New York, New York 10017 

Dan Elliott 

Southwest M&A, LLC 

3648 Cypress Creek Pkwy, Suite 105 

Houston, Texas 77068 

Joseph Ertel 

Legacy Advisors Group 

1468 Shorewood Drive 

Lakeland, Florida 33803 

Mike Ertel 

Legacy M&A Advisors, LLC 

1101 Channelside Drive, Suite 416 

Tampa, Florida 33602-3614 

Spencer Feldman 

Greenberg Traurig, LLP 

MetLife Bldg. 200 Park Ave., 15th Floor 

New York, New York 10166 

David B. Fisher 

Maui Venture Consulting, LLC 

PO Box 81515 

Haiku, Hawaii 96708 

Rick Fleming 

North American Securities Administrators 

Association (NASAA) 

750 First St., NE, Suite 1140 

Washington, D.C. 20002 

Graeme Frazier 

Private Capital Research, LLC 

2176 Harts Lane 

Conshohocken, Pennsylvania 19428 

Richard Friedman 

Sichenzia Ross Friedman Ference Anslow, 

LLP 

61 Broadway, 32nd Floor 

New York, New York 10006 

Deborah Froling 

Real Estate Investment Securities 

Association 

1050 Connecticut Avenue, NW 

Washington, D.C. 20036 

Lindsay Gardner 

Zamia Group 

5435 South Geneva Street 

Englewood, Colorado 80111 

3
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cathryn Gawne 

Hopkins & Carley 

70 S. 1st Street 

San Jose, California 95113 

Robert Goehring 

Robert W. Goehring & Associates 

310 Grant Street, Suite 1402 

Pittsburgh, Pennsylvania 15219 

Hank Gracin 

Gracin Marlow, LLP 

20283 State Road 7, Suite 300 

Boca Raton, Florida 33498 

Giuseppe Graminga 

Small Business Administration 

409 Third Street, SW 

Washington, D.C. 20416 

Derrick Grava 

Brett Greene 

American Management Corporation 

1455 Pennsylvania Avenue, NW, Suite 400 

Washington, D.C. 20004 

David Grossman 

GBH CPAs, PC 

6002 Rogerdale Road, Suite 500 

Houston, Texas 77072 

Andy Guggenheim 

House Committee on Small Business 

2361 Rayburn House Office Building 

Washington, D.C. 20515 

Robert Gurrola 

Summa Financial Group, LLC 

2033 Gateway Place, Suite 500 

San Jose, California 95110 

Shane Hansen 

Warner Norcross & Judd, LLP 

111 Lyon Street, NW, Suite 900 

Grand Rapids, Michigan 49503 

Timothy Harden 

Krieg DeVault 

2800 One Indiana Square 

Indianapolis, Indiana 46204-2079 

Liz Heese 

OTC Markets Group, Inc. 

100 M Street, SE, Suite 220 

Washington, D.C. 20003 

John Henberger 

Henberger Group, Inc. 

812 Glen Arbor Drive 

Encinitas, California 92024 

Eric Hess 

OTCCM 

111 Town Square Place 

Jersey City, New Jersey 7090 

Martin A. Hewitt 

11 Quaker Drive 

East Brunswick, New Jersey 8816 

Edgar Hidalgo 

Reed Smith 

560 W. 43 St., Apt. 42-E 

Washington, D.C. 10036 

Jay Honeycutt 

TimeSlicer, Inc. 

3787 Palm Valley Road 

Ponte Vedra, Florida 32082 

Nancy Horton 

Amy Hughes 

Burch & Company, Inc. 

4151 N. Mulberry Drive 

Kansas City, Missouri 64116 

David Hunt 

THLC 

66 Exchange Place 

Salt Lake City, Utah 84111 

4
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John Huntz
 

Arcapita
 

75 14th Street, 24th Floor
 

Atlanta, Georgia 30309
 

Bryan Jacobs
 

Keating Muething & Klekamp
 

One East Fourth Street, Suite 1400
 

Cincinnati, Ohio 45208
 

June Jimenez
 

American Management Corporation
 

1455 Pennsylvania Avenue, NW, Suite 400 

Washington, D.C. 20004
 

John Johnson 

BluestemUSA 

Mark Jones
 

Super Rush DPO dba Ecinema Networks Inc
 

810 Red Ash Court
 

Seffner, Florida 33584
 

Francis Keenan 

The THOR Group 

James Kendrick
 

Independent Community Bankers of
 

America
 

1615 L Street, NW, Suite 900
 

Washington, D.C. 20147
 

Harvey J. Kesner
 

Sichenzia Ross Friedman Ference Anslow,
 

LLP
 

61 Broadway, 32nd Floor
 

New York, New York 10006
 

Brian Knight
 

CBI
 

PO Box 1071 

Manchester Center, Vermont 5255
 

Raymond Kolak
 

Eckhart Kolak, LLC
 

55 W. Monroe St., Suite 1925 

Chicago, Illinois 60603
 

Len Krick
 

Sunbelt Business Brokers of Las Vegas, Inc.
 

2300 West Sahara Avenue, Suite 800
 

Las Vegas, Nevada 89102
 

Cynthia Krus
 

Sutherland Asbill & Brennan, LLP
 

1275 Pennsylvania Avenue, NW
 

Washington, D.C. 20004-2415
 

Michele Kulerman
 

Skadden, Arps, Slate, Meagher & Flom LLP
 

1440 New York Avenue, NW
 

Washington, D.C. 20005
 

Ford Ladd
 

DiMuroGinsberg, P.C.
 

908 King Street, Suite 200 

Alexandria, Virginia 22314
 

David Laeha
 

CFO Hawaii, LLC
 

1164 Bishop Street, Suite 124 #323 

Honolulu, Hawaii 96813
 

Garit Lawson 

Richard Levin
 

Baker & Hostetler, LLP
 

303 East 17th Ave., Suite 1100
 

Denver, Colorado 80203
 

Lee Liebolt
 

Attorney
 

875 Third Avenue, Eighth Floor
 

New York, New York 10022
 

David Lopez
 

Spartan Securities Group
 

15500 Roosevelt Blvd., Suite 303
 

St. Petersburg, Florida 33760
 

5
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John Lux
 

1497 Main Street, Box 363 

Dunedin, Florida 34698
 

Andrew MacInnes
 

Oppenheimer & Co.
 

300 Madison Ave.
 

New York, New York 10017
 

Marita Makinen
 

Society of Corporate Secretaries and
 

Governance Professionals
 

240 West 35th Street, Suite 400
 

New York, New York 10001-2506
 

Gene Massey
 

MediaShares.com
 

1334 Westwood Blvd., Suite 6
 

Los Angeles, California 90024
 

Brenda Maxwell
 

Student, University of West Georgia
 

PO Box 743 

Carrollton, Georgia 30112
 

J. Mike McManus 

D.C. Department of Insurance, Securities &
 

Banking
 

Securities Bureau
 

810 First Street, NE
 

Washington, D.C. 20002
 

Theodore Miles 

D.C. Department of Insurance, Securities &
 

Banking
 

Securities Bureau
 

810 First Street, NE
 

Washington, D.C. 20002
 

Vincent Molinari
 

Gate Technologies, LLC
 

1212 6th Ave., Suite 801
 

New York, New York 10036
 

Michael Muellerleile
 

M2 Law, Professional Corporation
 

500 Newport Center Drive, Suite 800 

Newport Beach, California 92660
 

A. John Murphy
 

Wickersham & Murphy
 

430 Cambridge Avenue, Suite 100 

Palo Alto, California 94306
 

Scott Museles
 

Shulman, Rogers, Gandal, Pordy & Ecker, 

P.A.
 

12505 Park Potomac Avenue, 6th Floor
 

Potomac, Maryland 20854
 

Michael Nall
 

Alliance of M&A Advisors
 

200 East Randolph Str., 24th Floor
 

Chicago, Illinois 60601
 

Sherwood Neiss
 

The Startup Exemption
 

1242 Alton Rd., #206 

Miami Beach, Florida 33139
 

Lisa Newport
 

Grant Thornton, LLP
 

1250 Connecticut Avenue, NW, Suite 400
 

Washington, D.C. 20008
 

R. Nick Niehoff
 

United States OTC Markets, Inc.
 

622 Pelhamdale Avenue, Suite 450
 

Pelham Manor, New York 10803
 

Maureen O’Brien 

Harry Pangas
 

Sutherland, Asbill & Brennan, LLP
 

1275 Pennsylvania Avenue, NW
 

Washington, D.C. 20004
 

Phoebe Papageorgiou 

American Bankers Association 

6
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gary Papay 

CK Business Consultants, Inc. 

114 S. Railroad Street 

Hughesville, Pennsylvania 17737 

Jessica Pastorino 

Burch & Company, Inc. 

4151 N. Mulberry Drive 

Kansas City, Missouri 64116 

Gerard Peregrin 

The Peregrin Foundation 

110 Auburn Avenue 

Santa Cruz, California 95060 

David Perkins 

2446 E. 47th Place 

Tulsa, Oklahoma 74105 

Peggy Peterson 

Baker & Hostetler, LLP 

1050 Connecticut Avenue, NW, Suite 1100 

Washington, D.C. 20036 

Diana Preston 

American Bankers Association 

1120 Connecticut Avenue, NW 

Washington, D.C. 20036 

Derric Price 

A.F.R.O. Organization 

3 First National Plaza 

Chicago, Illinois 

Kenneth Priore 

Katovich and Kassen 

1025 Minna Street, Suite 6 

San Francisco, California 94103 

Linda J. Purcell 

Purcell Associates, LLC 

1020 W. Mallard Dr. 

Palatine, Illinois 60067 

Lynn Rasmussen 

Icanology, LLC 

3191 Baldwin Avenue 

Makawao, Hawaii 96768 

Alfred Reeves 

Convergent Securities 

1000 S. W. 11th Avenue, Bldg. E, #7 

Hallandale, Florida 33009 

Mark Reuter 

Keating Muething & Klekamp 

One East Fourth Street, Suite 1400 

Cincinnati, Ohio 45208 

Jill Arlene Robbins 

Jill Arlene Robbins, P.A. 

525 93 Street 

Surfside, Florida 33154 

Richard Rodriguez 

1535 9th Street, NW, Apt. B 

Washington, D.C. 20001 

John Romano 

International Open Finance Association, Inc. 

14629 SW 104th Street, Suite #429 

Miami, Florida 33186 

Brad Rush 

Ascensic, PLC 

43549 Popes Creek Square 

Lansdowne, Virginia 20176 

Len Russek 

Murphy M&A 

PO Box 14507 

Clearwater, Florida 33766 

Michael Sauvante 

Commonwealth Group 

4611 Deer Creek Ct. #5 

Austintown, Ohio 44515 

Josh Scheinfeld 

7
 
 

 

 

 

 

 

 

 

 

 

 

 

 

Steven Sharpe 

Federal Reserve Board 

20th and C Streets, NW 

Washington, D.C. 20551 

Carl Sherrill 

Sherrill & Co. 

43980 Mahlon Vail, #1104 

Temecula, California 92592 

Michael Shuman 

Cutting Edge Capital 

2203 Quinton 

Silver Spring, Maryland 20910 

Richard Sin 

M2 Law 

Lori Smith 

White and Williams 

One Penn Plaza 

New York, New York 10119 

Darold Stagner 

ClearMarket Advisors 

13901 Mackey 

Overland Park, Kansas 66223 

Tony Stanco 

Eric Stein 

Anslow & Jaclin, LLP 

195 Route 9 South 

Manalapan, New Jersey 7726 

Robert Stevens 

Technology Partners 

535 Sixteenth Street, Suite 820 

Denver, Colorado 80202 

Edward Stillman 

Southern Business Brokers, LLC 

12385 SW 129 Ct., Suite 16 

Miami, Florida 33186 

Donald Stoecklein 

Stoecklein Law Group 

402 West Broadway, Suite 690 

San Diego, California 92101 

Deborah Stoecklein 

Stoecklein Law Group 

402 West Broadway, Suite 690 

San Diego, California 92101 

Robert Suderman 

Tower Brokerage Services, Inc. 

2104 West 25th Street 

Lawrence, Kansas 66047 

Steven Uslaner 

Littman Krooks 

655 Third Ave. 

New York, New York 10017 

Mike Vasilios 

OTC Markets Group 

Daniel Viola 

Sadis & Goldberg, LLP 

551 Fifth Avenue, 21st Floor 

New York, New York 10176 

Michele Vonderbrink 

StillPoint Capital 

13037 W. Linebaugh Ave., Suite 101 D 

Tampa, Florida 33626 

Ann Yvonne Walker 

ABA Federal Regulation of Securities 

Committee 

c/o Wilson Sonsini Goodrich & Rosati 

650 Page Mill Road 

Palo Alto, California 94304 

Jerry Warren 

McAfee & Taft, A Professional Corporation 

Oklahoma City, Oklahoma 73102 

Lee Weiss 

8
 
 

 

 

 

 

Brian Wendler 

National Business Valuation Services 

17480 Dallas Parkway, Suite 220 

Dallas, Texas 75287 

Jillien Williams 

Porterfield & Lowenthal, LLC 

415 Second Street, NE, Suite 200 

Washington, D.C. 20002 

Robert Winterlet 

2319 Kenilworth Rd. 

Ardmore, Pennsylvania 19003 

Tim Witt 

Michigan, 

Mark Wood 

Gregory Yadley 

Shumaker, Loop & Kendrick, LLP 

101 E. Kennedy Blvd., Suite 2800 

Tampa, Florida 33602 

Thomas Yang 

Bank of America Merrill Lynch 

50 Rockefeller Plaza 

New York, New York 10020 

9