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JOIN THE COMMITTEE ONLINE!
FREE FOR ALL BUSINESS LAW MEMBERS
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From the Chair
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Gregory M Giammittorio
Morrison & Foerster LLP
McLean, VA
Thanks to the Outgoing Chair
Many thanks to Larry Goldman, our outgoing chair. The committee continued
to thrive under Larry's outstanding leadership. We are still known as
"the best damn committee in the whole ABA." I plan to keep it
that way.
Our membership grew to just over 1300 members during Larry's chairmanship.
We continue to be one of the ABA's top producers of programs for the Spring
and Annual meetings. For all of the time and effort Larry has put in,
thanks from all of us. I look forward to his continued active involvement
in the committee. In addition, congratulations are in order to Larry for
his recent nomination as a Council member for the Business Law Section, for
a term ending in August 2013.
How to Get Involved
Please take note of all of the subcommittee and task force chairs. A
directory can be found here. I encourage you to reach out to the chairs
with ideas for programs or projects or just to volunteer. Each of the
subcommittees will be ramping up their own activities and will need active
members.
We are always looking for new ideas for quality programs, publications or
projects of interest to our membership and the wider Business Law Section
membership. In particular, we have created a new task force on Securities
Regulation Reform, which will work closely with our standing committee on
Securities Regulation. We intend to develop reform proposals that will
focus on areas of particular concern to smaller public companies and
private placement issuers. If you are interested in being actively
involved in this effort you should contact either Jackie Liu
(jliu@mofo.com) or Mary Sjoquist
(sjoquistm@ PCAOBUS.org).
Spring Meeting
Mark your calendars for April 16-18 in Vancouver for our
Spring Meeting.
Our committee meeting will take place from 10:30am to 11:30am on Thursday,
April 16. It will be followed by a lunch meeting with a speaker on the
topic of CleanTech opportunities for emerging companies -- "Global
Warming: Clean and Green Business Opportunities are Heating Up!"
Thanks to our two program chairs: Erik Kantz, who is chairing a program
focused on advising early stage companies, and David Weinstein, who is
chairing a timely program on representing the financially distressed client
and dealing with your client's financially distressed counter-parties.
They both assembled great panels and the "dress rehearsals" for
the programs went very well at our Winter meeting. Now, the programs will
take center stage at the Spring meeting. The details are:
Date and Time: Thursday 4/16/2009 8:00AM - 10:00AM
Program: Start Smart - What Start-Ups Should Know (and How To Tell Them)
About Choice of Entity, Owners' Agreements, and Funding
Room 208 & 209, Level Two
Date and Time: Thursday 4 /16/2009 2:30PM - 4:30PM
Program: Ethically Advising the Troubled Business Client in Troubling
Economic Times
Room 208 & 209, Level Two
I hope to see you in Vancouver. As always, feel free to contact me at
ggiammittorio@mofo.com with ideas or suggestions for the greater glory of
the Middle Market and Small Business Committee, its members and the clients
we serve.
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Committee
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Committee Mission Statement
The objective of the Committee on Middle Market and Small Business 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:
- entity organization and owner agreements;
- capital formation, financing and strategic partnering;
- employment and compensation matters;
- intellectual property protection;
- corporate governance;
- securities law compliance;
- international expansion and cross-border transactions; and
- business combinations, restructurings, and breakups.
Our Subcommittees . . . . .
The Committee 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.
Contact Us
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Committee Chair
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Gregory M Giammittorio
Morrison & Foerster LLP
1650 Tysons Blvd
Ste 400
McLean, VA
22102-4880
T: (703) 760-7320
F: (703) 760-7777
E: ggiammittorio@mofo.com
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Vice Chairs
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Suzanne L. Saxman
Seyfarth Shaw LLP
Suite 2400
131 South Dearborn Street
Chicago, IL 60603-5863
T: (312)460-5646
F: (312)460-7646
E: ssaxman@seyfarth.com
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Thomas Joseph Walsh Jr.
Brody Wilkinson PC
2507 Post Rd
Southport, CT 06890-1259
T: (203) 319-7145
F: (203) 254-1772
E: twalsh@brodywilk.com
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Business Visions Co-Editors
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T. Charles Fry, Jr.
Johnston Barton Proctor & Rose LLP
Colonial Brookwood Center
569 Brookwood Village, Suite 901
Birmingham, Alabama 35209
T: (205) 458-9499 (phone)
F: (205) 458-9500 (fax)
E: tcf@johnstonbarton.com
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Jeffery K. Mitchell
LeClairRyan, A Professional Corporation
Suite 1000
2000 Kraft Drive
Blacksburg, Virginia 24060
T: (540)961-2600
F: (540)961-2941
E: jeff.mitchell@leclairryan.com
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» Complete Leadership Roster...
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Meet Us In Vancouver
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2009 ABA Section of Business Law Spring Meeting
Vancouver, BC
April 16 - 18, 2009
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Featured Articles
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New Form D Filing Requirements
Suzanne L. Saxman and Kathryn Fuehrmeyer
Introduction
Issuers file a Form D with the Securities and Exchange Commission ("SEC")
when securities are sold without registration under the Securities Act of 1933 based
on a claim of exemption under Rule 504, Rule 505, or Rule 506 of Regulation D or
Section 4(6) of the '33 Act. Form D must be filed within fifteen days after the
first sale of securities in an offering. The date of first sale is the date on which
the first investor becomes irrevocably contractually committed to invest. If the date
of first sale falls on a Saturday, Sunday, or holiday it is considered to be the next
business day.
Previously, filing of Form D was a paper filing. The SEC, however, has issued new
regulations amending Form D and the way in which it is filed. Many states also require
filing of Form D and state rules will have to be complied with in addition to filing a
Form D with the SEC.
More...
AIM - an Attractive Market for US Companies?
Robin Johnson and Wyn Jones
What is AIM?
AIM is the market established in 1995 by the London Stock Exchange ("LSE") providing a
market for smaller, growing companies from around the world who would not generally be eligible
for the Main Market of the LSE (referred to as the "Official List"). AIM describes
itself as "the most successful growth market in the world".
There are 1,580 companies currently listed on AIM ranging from small to mid-sized companies to even
some larger companies. Whilst the market capitalisation of the largest company on AIM as at December
2008 was £779.78m the vast majority of companies fell into the £0 - £100m bracket.
More...
Are the Days of a Vanilla Going Concern Statement Numbered?
Robin Johnson
Many companies have year ends on 31 December or 31 March. The credit crunch and
the lack of liquidity and capital of the banks as they battle with Basle, 2 are
well documented. However is the next crisis of confidence about to hit corporates
and private equity houses as auditors argue there are material uncertainties existing
around portfolio company's going concern or as a minimum will we see auditors including
as almost standard emphasis of matters statements in their reports? "Material uncertainties"
could be the by-word for audited accounts in 09.
More...
Delaware Court Decisions Denying Indemnification Rights Underscore Need for Carefully Drawn Indemnification Provisions
Hillel Cohn and Christopher T. Hines
Recent decisions of the Delaware courts raise important issues for directors
of Delaware corporations concerning their indemnification rights.
In Schoon v. Troy Corp., the court upheld amendments to the bylaws of a
corporation that retroactively stripped a former director of his right to receive
advancement of expenses in cases filed after the former director left the board.
In Levy v. HLI Operating Co., Inc., the court denied indemnification to certain
former directors because they received separate indemnification payments from an investment
fund – which they represented on the board of directors – and there was no
contractual provision addressing the relative priority of the indemnification
obligations of the corporation and the investment fund.
More...
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