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Newsletter of the ABA Business Law Section Middle Market and Small Business Committee
  Business Visions
Join the Committee Online

Message from the Chair

Committee
  Committee Mission Statement
  Meeting News
  Contact Us

Meet us in DC
  Meeting Schedule
  Committee Dinner

Newsletter Editor

    David Wicker
    Roberts & Wicker PLLC

    dwicker@robertswicker.com

  Message from the Chair
  Gregory Yadley, Committee Chair

As Chair of the Middle Market and Small Business Committee, I appreciate your interest in the Committee and encourage you to become involved in our activities.

We have lots of exciting events planned for the Fall Meeting on November 16-17 in Washington, DC., including those listed below. If you haven't done so already, please make plans to attend. If you are unable to physically be there, please check the website so that you can participate by conference telephone. There are, and will continue to be, many opportunities for you to participate in our Committee. For other events of interest, check our website: http://www.americanbar.org/groups/business_law/events_cle.html

Here are some highlights of the Fall Meeting:

Securities Regulation Subcommittee, Joint Meeting
Friday, Nov. 16, 10:00 - 11:00 am; Lincoln Room, Ballroom Level, Ritz-Carlton Hotel

Committee Meeting
Friday, Nov. 16, 4:30 - 6:00 pm; Plaza II, Ballroom Level, Ritz-Carlton Hotel

Leadership Meeting
Saturday, Nov. 17, 10:00 - 11:00 am; Washington Room, Ballroom Level, Ritz-Carlton

Program: Implementing the JOBS Act - What We Know, What We Don't and When We Will
Saturday, Nov. 17, 11:00 am - 12:30 pm; Salon III B, Ballroom Level, Ritz-Carlton Hotel

To kick things off, join us at our Committee Dinner on Thursday, Nov. 15, 7:00 pm, at RIS, 2275 L Street, N.W. - a short walk from the Ritz

RIS is the brainchild of Ris Lacoste, one of the most respected and dedicated chefs working in Washington D.C. today. She has earned her reputation built upon high-quality ingredients, bold innovative technique, and food that is both familiar and simply delicious. Ris helped Bob Kinkead open Kinkead's American Brasserie and served as executive chef of Georgetown's celebrated 1789 Restaurant. She studied at the famous La Varenne Écôle de Cuisine in Paris and was Washington's "Chef of the Year" in 1999. You will enjoy fabulous food, excellent wine (selected by me!) and have the opportunity to become better acquainted with other members of the Committee.

SEC Small Business Forum. If your schedule permits, you should plan to attend the SEC Government-Business Forum on Small Business Capital Formation on Thursday, November 15 at the SEC's headquarters. With a renewed SEC emphasis on facilitating capital formation and a focus on small and emerging companies, this is an excellent chance to provide meaningful input to the Commission as it promulgates rules to implement the JOBS Act. There will be presentations and breakout groups to discuss issues of critical importance to our clients. Admission is free, but in order to participate in a breakout group either in person or by teleconference, you must register online by November 12. For more information, see http://www.sec.gov/info/smallbus/sbforum.shtml.

I hope to see you in November.

Greg Yadley, Chair
Middle Market and Small Business Committee, Business Law Section


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  Committee
 
Committee Mission Statement

The objective of the Middle Market and Small Business Committee is to guide US and international corporate and transactional lawyers who counsel clients ranging from private family and middle market enterprises to smaller public companies on the myriad of business "life cycle" issues they confront in their practices. These life cycle issues include:
  1. entity organization and owner agreements;

  2. capital formation, financing and strategic partnering;

  3. employment and compensation matters;

  4. intellectual property protection;

  5. corporate governance;

  6. securities law compliance;

  7. international expansion and cross-border transactions; and

  8. business combinations, restructurings, and breakups.

Our Subcommittees . . . . .

The Committee also maintains four substantive subcommittees focusing on Closely Held Business Entities, Emerging Companies, International Transactions and Securities Regulation.

The Committee has long been an advocate before the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies of reforms to address the special problems in capital formation confronted by small businesses, including smaller public companies. The annual Government-Business Forum on Small Business Capital Formation, sponsored by the SEC, is one result of past Committee initiatives and was a leading force in the SEC's adoption of Regulation D. A present Committee initiative, through the Private Placement Broker Dealer Task Force, advocates a simplified registration system for finders of financing for early stage companies.



Committee Meeting News

ABA Annual Meeting, Business Law Section, Chicago, IL, August 3-5, 2012

During the 2012 ABA Annual Meeting held in Chicago, IL, the Committee sponsored the CLE program titled "Don't Rush for the Emergency Exit: Planning an Exit Strategy to Maximize Shareholder Value", moderated by Michel Gélinas of Stikeman Elliott LLP with Yvette R. Austin-Smith of Stout Risius Ross, Robert Boncosky, Jared Kaplan of McDermott Will & Emery LLP, and Michael Radin of Tarlow, Breed, Hart & Rodgers, P.C. as panelists. The program focused on the principal steps and issues to be considered in planning for, preparing, and executing the sale of a substantial privately-owned business to a third party. For those unable to attend, the CLE materials are available on the ABA website (in pdf form with mp3 audio of the presentation) and include a checklist for planning and executing an exit strategy.

The Committee also sponsored the CLE program titled "Splitting Up the Pie - Equity Compensation in Alternative Entities", chaired and moderated by Allen Sparkman of Sparkman + Foote LLP with Tarik J. Haskins of Morris, Nichols, Arsht & Tunnell LLP, Robert Keatinge of Holland & Hart LLP, and Bonnie J. Roe of Cohen & Gresser LLP as panelists. The program focused on the tax, state and federal securities, and document drafting issues associated with granting equity interests as compensation to owners, employees, and contractors by LLCs, partnerships, and other unincorporated entities. For those unable to attend, the CLE materials are available on the ABA website (in pdf form with mp3 audio of the presentation).

The committee served as co-sponsor for the CLE programs titled "The JOBS Act: Emerging Growth Companies, Private Offerings and Exchange Act Registration Triggers", "Everything You Need to Know About Crowdfunding", "The Tax Gobbledygook in LLC Agreements: How Business Lawyers Can Make Sense of "Capital Accounts" and "Allocations", and Why it Matters", "Embracing Conflicts: The Ethics of Being Lawyer for the Deal", "Accessing Capital Markets-Listing Alternatives for Businesses That Do Not Meet the Quantitative Listing Requirements of the U.S. National Securities Exchanges", and "Fundamentals of Sound Corporate Recordkeeping: Key Principles and Practices that Every Corporate Secretary Should Know".

Fall Meeting, Business Law Section, Washington, D.C., November 16-17, 2012

On Saturday, November 17, from 10:00 a.m. to 12:30 p.m., the Middle Market and Small Business Committee will sponsor the CLE program titled "Implementing the JOBS Act - What We Know, What We Don't and When We Will". This program will take place at the Salon III-B Room on the Ballroom Level of The Ritz-Carlton Washington, D.C. Our own Middle Market and Small Business Committee Chair, Greg Yadley, will preside over this program, which will feature the Director of the SEC's Division of Corporation Finance, Meredith Cross and members of her senior staff. Also participating will be Stanley Keller, David Lynn, Michael Hermsen and Bonnie Roe.

The panel will discuss current developments under the JOBS Act of 2012, including pending and future SEC rulemaking initiatives implementing various provisions of the Act. You won't want to miss hearing - first-hand from the SEC staff - what you need to know about the new rules.

Our Committee Dinner will be held on November 15 at RIS, a restaurant by celebrated chef Ris Lacoste offering sophisticated comfort food minutes from the Ritz-Carlton. There will be a cocktail reception starting at 7:00 p.m., with dinner to follow at 7:45 p.m.

Our Committee Meeting will be held on Friday, November 16, from 4:30 p.m. to 6:00 p.m. in the Plaza II Room on the Ballroom Level of The Ritz-Carlton Washington, D.C. All committee members are encouraged to attend. Additionally, the Middle Market and Small Business Leadership meeting will be held on Saturday, November 17, from 10:00 a.m. to 11:00 a.m. in the Washington Room on the Ballroom Level of The Ritz-Carlton Washington, D.C. This is an open meeting and all committee members are encouraged to attend.


Contact Us
Committee Chair
Gregory C. Yadley
Shumaker Loop & Kendrick, LLP
Bank of American Plaza
101 East Kennedy Boulevard
Suite 2800
Tampa, FL 33602
T: (813) 229-7600
F: (813) 229-1660
gyadley@slk-law.com


Vice Chairs
Mary M. Sjoquist
Public Company Accounting Oversight Board
1666 K Street, NW
Washington, DC 20006-2803
T: (202) 207-9100
F: (202) 862-8430
sjoquistm@pcaobus.org


Thomas J. Walsh Jr.
Brody Wilkinson PC
2507 Post Road
Southport, CT 06890
T: (203) 319-7100
F: (203) 254-1772
twalsh@brodywilk.com


Business Visions Co-Editors
David Wicker
Roberts & Wicker PLLC
1720 West End Avenue Suite 402
Nashville, Tennessee 37203
T: (615) 242-1001
F: (615) 953-2169
dwicker@robertswicker.com


Lawrence A. Goldman
Gibbons P.C.
One Gateway Center
Newark, NJ 07102-5310
T: (973) 596-4645
F: (973) 639-6283
lgoldman@gibbonslaw.com




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  Meet Us in DC
 
Meeting Schedule

Friday, November 16

Securities Regulation Subcommittee Join Meeting
10:00AM - 11:00AM
Lincoln Room, Ballroom Level

Middle Market and Small Business Committee Meeting
4:30PM - 6:00PM
Plaza II, Ballroom Level

Saturday, November 17

Middle Market and Small Business Leadership Meeting
10:00AM - 11:00AM
Washington Room, Ballroom Level

Program: Implementing the JOBS Act - What We Know, What We Don't and When We Will
10:00AM - 12:30PM
Salon III-B, Ballroom Level

Printable Master Schedule of Events for the Business Law Section Fall Meeting.


Committee Dinner

The Committee on Middle Market and Small Business is pleased to invite you to attend their reception and dinner on Thursday, November 15th, during the Business Law Section Fall Meeting. The Committee will dine at RIS, a restaurant by celebrated chef Ris Lacoste offering sophisticated comfort food. There will be a cocktail reception starting at 7:00 p.m., with dinner to follow at 7:45 p.m.

Join the Committee on Middle Market and Small Business:

Where: RIS, 2275 L Street, NW, Washington, DC 20037
When: Thursday, November 15 at 7:00 p.m. for cocktails, dinner at 7:45 p.m.
RSVP: You must be registered for the Fall Meeting in order to register for this event. To register for the dinner please click here to visit the online meeting registration system on or before November 2, 2012. After November 2, you must register on site at the Business Law Section Registration Desk located at the Ritz-Carlton. If you have already completed your Fall Meeting registration, then please add the Middle Market and Small Business Dinner to your existing registration either online before November 2 or later on site at the Business Law Section Registration Desk located at the Ritz-Carlton.


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