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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
  Meeting Schedule
  Contact Us

Newsletter Editor

    David Wicker
    Law Office of J. David Wicker, PLLC

    dwicker@wickerpllc.com

  Message from the Chair
  Gregory Yadley, Committee Chair

The ABA Annual Meeting is right around the corner! As Chair of the Middle Market and Small Business Committee, I encourage you to attend the many exciting programs and meetings we have planned in San Francisco on August 9-11.

If you haven't done so already, please make your travel plans now. If you are unable to physically be there, you will be able to join in by conference telephone. There are, and will continue to be, many opportunities for you to participate in our Committee. Please check the ABA website for other Business Law Section events of interest.

Here are some highlights of the Annual Meeting:

Committee Meeting

Sunday, Aug. 11, 10:00 - 11:00 am; California Room, Mezzanine Level, Fairmount Hotel

Program: Business Divorce from Prenup to Breakup

Saturday, Aug. 10, 2:30 - 4:30 pm; Pavilion Room, Lobby Level, Fairmont

Private Placement Broker Task Force Meeting

Saturday, Aug. 10, 9:00 - 10:00 am; George D. Smith Room, Mezzanine, Mark Hopkins

Securities Regulation Subcommittee, Joint Meeting

Saturday, Aug. 10, 10:00 - 11:00 am; George D. Smith Room, Mezzanine, Mark Hopkins

Leadership Meeting

Saturday, Aug. 10, 4:00 - 5:00 pam; Far East Room, Mezzanine, Fairmont

Program: Key Issues in Negotiating Preferred Stock Investments and Exits

Friday, Aug. 9, 10:30 am - 12:30 pm; Gold Room, Lobby Level, Fairmont

Program: How Law Firms can better serve their Corporate Clients - and Get and Keep their Business

Friday, Aug. 9, 10:30 am - 12:30 pm; French Room, Lobby Level, Fairmont

There are many other meetings and programs of interest, including a "Dialogue with the Director" of the SEC Division of Corporation Finance, our colleague Keith Higgins, on Friday afternoon.

The event not to be missed, however, is our return to Omi's Farm - Gerry Niesar's little piece of heaven in the Napa Valley. Leaving the Fairmont at 1:00 pm on Sunday, August 11, we will go by private bus to Napa, visit wineries, taste with the winemakers and owners of fabulous boutique wineries, enjoy the animals and other pleasures of Omi's Farm, and enjoy a wonderful dinner under the trees - and more! Children are welcome, and there will be a sitter during dinner for the wee ones. You'll be back in San Francisco around 9:00 p.m. Space is limited so make your reservations immediately!

I look forward to seeing you in August!

Greg Yadley, Chair
Middle Market & Small Business Committee
Shumaker, Loop & Kendrick, LLP
Tampa, Florida


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  Committee
 
Committee Mission Statement

The mission of the Middle Market and Small Business Committee is to serve corporate and transactional lawyers who counsel small and mid-sized enterprises controlled by families, entrepreneurs, PEGs or VC firms, and smaller publicly-held companies.
  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

Spring Meeting, Business Law Section, Washington, D.C., April 4-6, 2013

During the 2013 ABA Business Law Section Spring Meeting held in Washington, D.C., the Committee sponsored the CLE program titled "Complex Entity Structures Simplified" which was moderated by Elizabeth Bleakley and featured speakers Andrew Bleiman, Faith Colish, Maxime Coultier and Susan Fickling-Munge. The program provided meeting attendees with an overview of issues related to complex business structure in which the costs and benefits of having a complex entity structure, common types of complex structures, and tax considerations to be aware of were discussed. For those unable to attend, the CLE materials are available on the ABA website (in pdf form with mp3 audio of the presentation).

SEC Comment Letters

The Middle Market and Small Business Committee has been involved in four ABA comment letters to the SEC relating to the JOBS Act. Three of these comment letters are posted on the SEC website: a letter dated October 5, 2012 on the SEC's proposed rules relating the elimination of the prohibition on general solicitation and general advertising in Rule 506 and Rule 144A offerings; a letter dated September 7, 2012 on new Section 3(b)(2) of the Securities Act (Section 401 of the JOBS Act) creating a Regulation A-type exemption for offerings up to $50 million; and a letter dated March 20, 2013 in which the Committee presented its views to the Commission in order to assist the Commission in connection with the formulation of its proposed rulemaking on Title III of the JOBS Act. The final letter, relating to the amendments to Section 12(g), is still in the very early stages of drafting.

Working on comment letters is always an interesting process. These have been unusual because they have preceded the SEC's own rulemaking process (except in the case of the letter concerning the elimination of the prohibition on general solicitation, which was begun before, but revised and submitted after, the SEC's rule proposal). Participation in the process as part of the Middle Market and Small Business Committee is open to everyone in the Committee. Members interested in becoming involved in the process are invited to contact Bonnie J. Roe (BRoe@CohenGresser.com).

Business Entities Governance Subcommittee

The Business Entities Governance Subcommittee is currently working with the Corporate Documents and Process Committee on a model shareholders' agreement drafting project. Our model document is designed to address closely held corporations held by non-related owners. The Business Entities Governance Subcommittee is always open to ideas for CLE programs and drafting projects. Additionally, members are welcome to raise ideas for this subcommittee at our Middle Market and Small Business Committee meeting or individually to Randy McClanahan (rdm@johnstonbarton.com) or Eric Vendt (evendt@wtplaw.com).



Committee Meeting Schedule

The Business Law Section App is available to download on a mobile device or to view in a browser and will be updated daily. Please confirm all scheduled meetings through the app, the browser or at the Satellite Registration Desk in the Fairmont as meeting times are subject to change.

Friday, August 9

CLE Program: Take My Advice: Using Board Observers and Advisors to Gain Perspective and Increase Value (pdf available here)

8:00AM - 10:00AM
Room of the Dons, Lobby Level, Hopkins Hotel

CLE Program: Key Issues in Negotiating Preferred Stock Investments and Exits (pdf available here)
10:30AM - 12:30PM
Gold Room, Lobby Level, Fairmont

CLE Program: How Law Firms can better serve their Corporate Clients - and Get and Keep their Business (pdf available here)
10:30AM - 12:30PM
French Room, Lobby Level, Fairmont

Program: Dialogue with the Director of the SEC Division of Corporation Finance
1:30PM - 3:00PM
Grand Ballroom, Grand Ballroom Level, Fairmont

CLE Program: Venture Lending: I've Got "The Next Big Thing," Can Somebody Loan Me a Dime? (pdf available here)
2:30PM - 4:30PM
Gold Room, Lobby Level, Fairmont

Saturday, August 10

Private Placement Broker Task Force Meeting
9:00AM - 10:00AM
George D. Smith Room, Mezzanine, InterContinental Mark Hopkins

Securities Regulation Subcommittee, Joint Meeting
10:00AM - 11:00AM
George D. Smith Room, Mezzanine, InterContinental Mark Hopkins

CLE Program: Business Divorce from Prenup to Breakup (pdf available here)
2:30PM - 4:30PM
Pavillion Room Lobby Level, Fairmont

Chairs and Vice Chairs Leadership Meeting (all members welcome)
4:30PM - 5:30PM
Far East Room, Mezzanine, Fairmont

Toll-free dial-in number (U.S. and Canada):
(866) 646-6488
International dial-in number:
(707) 287-9583
Conference code:
1786332268

Sunday, August 11

Emerging Companies Subcommittee Meeting
9:00AM - 10:00AM
California Room, Mezzanine Level, Fairmont Hotel

Toll-free dial-in number (U.S. and Canada):
(866) 646-6488
International dial-in number:
(707) 287-9583
Conference code:
4472600718

Middle Market and Small Business Committee Meeting
10:00AM - 11:00AM
California Room, Mezzanine Level, Fairmont Hotel

Toll-free dial-in number (U.S. and Canada):
(866) 646-6488
International dial-in number:
(707) 287-9583
Conference code:
6234776971

Committee Winery Tour and Dinner

The Committee on Middle Market and Small Business is pleased to invite you to attend their winery tour and dinner, Sunday, August 11, 2013 during the Annual ABA Meeting in San Francisco, CA. This event is not to be missed. It features our return to Omi's Farm - Gerry Niesar's little piece of heaven in the Napa Valley. Leaving the Fairmont at 1:00 pm on Sunday, August 11, we will go by private bus to Napa, visit wineries, taste with the winemakers and owners of fabulous boutique wineries, enjoy the animals and other pleasures of Omi's Farm, and enjoy a wonderful dinner under the trees - and more! After a tour of the vineyard and wine tasting, there will be hous d'oeuvres and dinner. Children are welcome and a sitter will be provided during dinner. You'll be back in San Francisco around 9:00 p.m. There are still a few (only a few) spaces left, so make your reservations immediately!

Join the Committee on Middle Market and Small Business:

Where: Omi's Farm
When: Sunday, August 11, 2013, leave San Francisco from Fairmont at 1:00PM
Cost: $175 for persons over 21, $140 for persons 5-20 years old, $50 for children under 5.
RSVP: Please contact Kirsten Niesar at kniesar@napanet.net or (707) 333-9580 for more information and to RSVP.


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
Law Office of J. David Wicker, PLLC
1720 West End Avenue, Suite 400
Nashville, Tennessee 37203
T: (615) 942-1663
F: (615) 942-1663
dwicker@wickerpllc.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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