Small Business Capital Formation annually. The recommendations contained in this report were

REPORT ON THE
38th Annual 
Government-Business 
Forum on Small Business 
Capital Formation
AUGUST 14, 2019  |  OMAHA, NEBRASKA
U.S. SECURITIES AND EXCHANGE COMMISSION

The U.S. Securities and Exchange Commission conducts the Government-Business Forum on 
Small Business Capital Formation annually. The recommendations contained in this report were 
developed and drafted by the 2019 Forum participants. The recommendations are not endorsed 
or modified by the SEC and, as with the remarks of SEC Commissioners and staff published in 
this report, do not necessarily reflect the views of the SEC, its Commissioners or any of the SEC’s 
staff members. 
Digital copies of the  
2019 Forum materials  
are available online.  
Scan here to learn more.
Digital copies of the prior reports 
and other materials relating to 
previous Forums, dating back  
to 1993, are available online.  
Scan here to learn more.

MESSAGE FROM THE ADVOCATE
This year marks the first year of the SEC’s newest office: the Office 
of the Advocate for Small Business Capital Formation. It also marks 
the first year in which our new team planned and executed the SEC’s 
Annual Government-Business Forum on Small Business Capital 
Formation, an important event in which members of the public 
and private sectors gather to craft suggestions for securities policy 
impacting emerging companies and their investors.
In the pages that follow, you will find a record of this year’s 
Forum, including an executive summary of the Forum and the 
recommendations adopted by the participants. What is hard to capture in the four corners of this report is 
the enthusiasm brought by the talented and thoughtful participants who had an opportunity to talk openly 
and candidly about successes in capital formation, as well as ways that our securities law framework 
could be calibrated to work better for both companies and investors in the small business ecosystem. With 
many rulemaking initiatives currently underway at the SEC that are focused on striking the right balance 
by fostering capital formation and maintaining appropriate investor protections, including the recent 
rulemaking
1
 that seeks comment on ways to harmonize the exempt offering framework, there could not be 
a more exciting time for passionate capital formation advocates to convene.
On behalf of our Office, thank you to our Commissioners, speakers, panelists, and participants for 
an exceptionally productive and informative Forum. We also thank the Heider College of Business 
at Creighton University
2
 for partnering with us on this event, sharing their expertise, facilities, and 
welcoming us with warm hospitality. Our office will forever be Blue Jays fans. And equally important, 
thank you to the hardworking staff at the SEC for making this event such a success.
 
Sincerely,
MARTHA LEGG MILLER 
REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  i
Advocate for Small Business Capital Formation

“[T]he thing we really have to battle 
here is the imposter syndrome that can 
be crippling for us here in the middle 
of the country. This idea that somehow 
there’s this knowledge or this base, this 
magic secret sauce that’s happening on 
the coast that we don’t have access to 
[but] that’s the key to success . . . when 
really we have all the ingredients here 
and we have really amazing talent.” 
JOHN WIRTZ
Co-founder and Chief Product Officer 
Hudl, Lincoln, NE 

CONTENTS
MESSAGE FROM THE ADVOCATE................................................................................................................i
EXECUTIVE SUMMARY ......................................................................................................................................1
FORUM PARTICIPANTS’ RECOMMENDATIONS  
AND THE COMMISSION’S RESPONSES ......................................................................................................7
Small, Emerging Businesses .........................................................................................................................8
Mature and Later Stage Private Companies ........................................................................................10
Small Reporting Companies ......................................................................................................................12
APPENDICES .......................................................................................................................................................15
Appendix A  |  Agenda ................................................................................................................................15
Appendix B  |  SEC Staff and Advisory Planning Group .................................................................17
Appendix C  |  Opening Remarks ............................................................................................................21
Appendix D  |  Panelist and Moderator Biographies ........................................................................31
Appendix E  |  About the Advocate for  
                        Small Business Capital Formation .............................................................................34
ENDNOTES ..........................................................................................................................................................35

“I think that . . . the cost affiliated 
with conforming to the rules 
are written for high net worth 
individuals. [B]ut the deals [in Indian 
Country] are so small that it’s cost 
prohibitive to [comply]. And I think 
it’s suppressing really entrepreneurial 
thoughts in more creative areas  
that are smaller projects.”
HEATHER DAWN THOMPSON
Founder and Lead Manager of  
Native American Capital’s Tribal Opportunity 
Zones Venture Group, Rapid City, South Dakota

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  1
EXECUTIVE SUMMARY
The U.S. Securities and Exchange Commission’s 38th Annual Government-Business Forum on Small 
Business Capital Formation was hosted on August 14, 2019 in partnership with the Heider College 
of Business at Creighton University in Omaha, Nebraska. The full agenda for the event is included in 
Appendix A.
BACKGROUND
The SEC has conducted the Forum annually since 1982.
3
 The Forum is a unique event where members 
of the private and public sectors converge to identify and highlight issues they experience in accessing 
capital and investing in small business and then formulate solutions on which the SEC and Congress can 
take action. Holding this event in the self-described “Silicon Prairie”—an entrepreneurial frontier in the 
heartland of the country—provided fresh perspectives on capital formation. This year marks the third 
year in a row that the SEC has taken the Forum outside of Washington, DC to engage new voices in the 
capital formation conversation.
This year the SEC’s new Office of the Advocate for Small Business Capital Formation took over 
organization and execution of the Forum for the first time.
4
 The Office invited other federal government 
agencies, the North American Securities Administrators Association (NASAA, the organization 
representing state securities regulators), and professional organizations active in small business capital 
formation to participate in planning the 2019 Forum, including assisting with the agenda for the event 
and recruiting of speakers. The members of the Forum advisory planning group are listed in Appendix B.

2  |  U.S. SECURITIES AND EXCHANGE COMMISSION
OBJECTIVES
The Forum seeks to bring members of the private and public sectors of the small business community 
together to discuss small businesses’ experiences in accessing capital and investors’ experiences in investing 
in small businesses, highlighting successes and areas for policy improvement. The Forum provides an 
opportunity to hear fresh perspectives on capital formation, with the benefit of also highlighting local 
entrepreneurial ecosystems outside of Washington, DC. Throughout the event, members of the small 
business community have the opportunity to engage in thoughtful discussions about capital formation 
issues and collaboratively formulate recommendations to address those issues. 
Trade Association
4%
REGISTERED PARTICIPANT ROLES
Investor
7%
Academia
9%
Government
19%
Legal
28%
Business
32%
PARTICIPANTS
The Forum is open to members of the public, with 
representation including entrepreneurs and small business 
leaders, investors, market participants, and other thought 
leaders within the small business capital formation 
ecosystem. Participants are welcomed to attend in person or 
engage remotely via webcast and teleconference technology, 
which has offered an increasingly popular means to engage 
with audiences across the country who may be unable to 
travel to the event. This year the SEC communicated with 
the public about the event through multi-channel marketing, 
including traditional press releases, web content, social 
media, local press, and outreach via Creighton University 
and local entrepreneurial ecosystem leadership.
PROCEEDINGS
The Forum started with opening remarks during the plenary session from the SEC’s Advocate for 
Small Business Capital Formation Martha Legg Miller, Chairman Jay Clayton, Commissioner Robert 
J. Jackson, Jr., Commissioner Hester M. Peirce, Commissioner Elad L. Roisman, Commissioner 
Allison Herren Lee, and Dean Anthony R. Hendrickson of the Heider College of Business. Copies of 
the remarks are included in Appendix C.

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  3
“CAPITAL FORMATION SUCCESS STORIES FROM THE  
SILICON PRAIRIE” PANEL
5
After opening remarks, a regional panel discussed capital formation success stories from the Silicon 
Prairie. The panelists engaged in a thoughtful dialogue about various aspects of capital formation in the 
Midwest, including:
• the importance of creating your own 
entrepreneurial community and not seeking to 
replicate other communities’ models for success; 
• the role of proximity in angel investing;
• angel investors’ interest in participating in 
passive pooled vehicles;
• “traditional” investment opportunities in 
established companies versus small, emerging 
business investments; 
• the benefits of investor diversification and 
matching of risk tolerance profiles for less  
liquid investments; 
• the challenges with marketing to investors 
over the internet—an important and often 
inaccessible tool in exempt offerings—despite 
its ubiquitous role in other elements of small 
business operations; 
• cost of compliance, even in the exempt 
framework, which are often too high or 
burdensome for many companies; 
• revisiting the exemptions to address the gaps in 
funding between earlier-stage (e.g., under $1-3 
million) and larger capital raises (e.g., over $20 
million) in the so called “valley of death;”
• the unique challenges faced by Native American 
tribal communities fostering entrepreneurship, 
including challenges with the accredited 
investor definition; and
• the iterative aspirations for successful 
entrepreneurs, many of whom start with the 
ultimate goal of being acquired, and only on 
second and third entrepreneurial ventures begin 
envisioning an initial public offering  
as a potential path for success.

4  |  U.S. SECURITIES AND EXCHANGE COMMISSION
“HARMONIZATION: WHAT A CONCEPT!” PANEL
6
A second panel explored options to harmonize the exempt offering framework, a timely topic 
given the open comment period on the SEC’s harmonization concept release.
7
 The panelists 
thoughtfully discussed a variety of topics, including:
• the scope of capital raising tools covered in  well for marketplace participants, such as the 
the Commission’s concept release on the private placement exemption and Rule 506(b) 
exempt offering framework and areas where safe harbor;
the Commission is actively seeking marketplace 
feedback for future rulemaking activity; • the prevalence of early comments regarding 
revising the accredited investor definition,  
• the role of private markets in fostering the  which Director Bill Hinman noted may be an 
next generation of potential public companies;early “harmonization” rulemaking priority;
• the challenges companies and investors  • opportunities to focus regulatory attention 
face in navigating the complex exemption and liability on the actual sale of securities to 
framework, with the goal of harmonization investors rather than on the offering, which 
being to simplify the system and reduce points could align well with liability protections for 
of friction;investors while also simplifying compliance  
for issuers; and
• the observation that most companies do not 
raise capital through a linear “life cycle” • suitable means to provide retail investors with 
trajectory using exemptions in sequence, but access to diversified funds investing in the 
rather that capital is often raised in simultaneous private markets that provide appropriate risk 
or adjacent raises using multiple exemptions; mitigation and alignment of interests between 
investors and fund managers.
• the importance of maintaining the elements 
of the exempt framework that are functioning 

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  5
Opening remarks and the two morning panel discussions were accessible through a live webcast on the 
Commission’s website. A written transcript
8
 of the opening remarks and morning panel discussions is 
available online, along with an archived video recording.
9
BREAKOUT GROUP MEETINGS
The remainder of the 2019 Forum was devoted to three breakout group meetings based upon stages of 
the capital raising life cycle, including (1) Small, Emerging Businesses, (2) Mature and Later Stage Private 
Companies, and (3) Small Reporting Companies. The afternoon breakout group sessions were accessible 
via teleconference technology.
The breakout groups began by utilizing online polling technology to identify the top capital formation 
issues facing small businesses within the breakout group’s market segment, many of which overlapped 
across market segments, indicating the scope of issues’ impact across the market. A table of the issues 
raised by participants is included below (with issues presented in alphabetical order).
SMALL, EMERGING BUSINESSESMATURE AND LATER STAGE PRIVATE 
COMPANIES
SMALL REPORTING COMPANIES
access to capitalcompliance costscompliance costs
accredited investor limitsdisclosures for unaccredited investorscorporate governance
complexityfindersexempt offering revisions
compliance costssecondary liquiditysecondary liquidity
lack of clarity
After identifying top issues, participants in each of the breakout groups developed five recommendations 
for policy change to provide the Commission with strategic direction on areas for future action. 
Participants were keen to share their perspectives and contribute to the development of the policy 
priorities for capital formation. Before the conclusion of each session, breakout session attendees 
prioritized the session’s recommendations using online voting technology.
CONCLUSIONS
There is a clear demand for capital to support emerging companies across the spectrum of small 
businesses, from start-ups to smaller public companies. Both the plenary session speakers and breakout 
group participants highlighted where the securities laws work well and should be maintained, as well 
as areas in which there is room for improvement. It was also evident from the discussions that no single 
solution or tweak to a single aspect of the capital formation continuum will solve the pressing capital 
needs of growing businesses. Rather, regulators and lawmakers must continue to focus on supporting the 
entire ecosystem of companies, investors, and marketplace participants who make our country’s economy 
so vibrant. 

“[O]verall, my perspective on the 
eligible pool of investors is that it’s  
very strong, but there are initiatives 
that we need to put in place to be 
able to grow the actual base of 
active angel investors from within 
that pool.” 
STEPHANIE LUEBBE
Executive Director, Nebraska Angels 
Lincoln, NE

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  7
FORUM PARTICIPANTS’ 
RECOMMENDATIONS AND THE 
COMMISSION’S RESPONSES
Forum participants during the morning panel discussion.
The recommendations of the Forum participants are presented below by breakout session group in their 
order of ranked priority.
10
 The priority ranking is intended to provide guidance to the Commission as to 
the importance and urgency the attendees of that session assigned to the respective recommendations.
The Commission’s responses to the Forum recommendations appear below, along with a list of any 
corresponding initiatives to which the recommendations relate.
11
 As a general matter, where a Forum 
recommendation relates to an initiative as to which the Commission has solicited or expects to solicit 
public comment, the recommendation will be considered as part of that initiative, along with other 
comments received. The Commission also may be pursuing initiatives that are responsive to Forum 
recommendations but that have not yet been made public, and any such initiatives are not reflected  
in the list below. 

SMALL, EMERGING BUSINESSES
Companies within this segment of the market generally raise capital through some combination of 
bootstrapping, self-financing, bank debt, friends and family, crowdfunding, angel investors, and seed 
rounds. This funding is commonly used to get companies off the ground and through early prototypes.
Recommendation: Accredited Investor Definition
Revise the accredited investor definition as follows: 
• For natural persons, in addition to the income and net worth thresholds  
in the definition, add a sophistication test as an additional way to qualify; 
• Provide tribal governments parity with state governments; and
• Revise the dollar amounts to scale for geography, lowering the thresholds  
in states/regions with a lower cost of living.
8  |  U.S. SECURITIES AND EXCHANGE COMMISSION
PRIORITY 1 
(TIE)
WEIGHTED 
SCORE 4.3
Commission Response
As indicated on the Fall 2019 Unified Agenda of Federal Regulatory and Deregulatory Actions (Fall 
2019 Unified Agenda),
12
 the Division of Corporation Finance is considering recommending that the 
Commission propose amendments to expand the definition of accredited investor under Regulation D  
of the Securities Act of 1933 (Securities Act). 
On June 18, 2019, the Commission published for public comment a concept release on ways to simplify, 
harmonize and improve the exempt offering framework to promote capital formation and expand 
investment opportunities while maintaining appropriate investor protections.
13
 Part of this initiative 
includes seeking public comment on whether current rules that limit who can invest in certain offerings 
should be expanded to focus on criteria other than wealth of the investor.
14
 The concept release also seeks 
comment on whether the Commission should consider rule changes to expand the types of entities that 
may qualify as accredited investors.
Staff in the Division of Corporation Finance will consider this Forum recommendation in connection  
with these initiatives.
Recommendation: Clarity and Education
Improve clarity and education on a variety of matters as follows:
• Use consistent terms in exempt offering rules for ease of understanding;
• Utilize bright line rules and examples to provide clarity for investors, small 
businesses, and lawyers; and 
• Provide education on what is a security and what is not.
PRIORITY 1 
(TIE)
WEIGHTED 
SCORE 4.3
Commission Response
Staff in the Divisions of Corporation Finance, Investment Management, and Trading and Markets, Office 
of the Advocate for Small Business Capital Formation, and Office of Investor Education and Advocacy 
will consider this Forum recommendation in connection with ongoing initiatives.

Recommendation: Finders
The SEC, and possibly FINRA, should look into who finders are and what the 
different categories might be for participation in transactions. Rules should be  
explicit and clear for purposes of determining the categories of finders and what 
constitutes “engaging in the business of effecting transactions in securities” that 
triggers classification as a broker.
PRIORITY 3
WEIGHTED 
SCORE 4.1
Commission Response
As indicated on the Fall 2019 Unified Agenda of Federal Regulatory and Deregulatory Long-term Actions 
(Fall 2019 Unified Agenda Long-term Actions),
15
 the Division of Trading and Markets is considering 
recommending that the Commission propose rules concerning the status of finders for purposes of Section 
15(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).
Staff in the Division of Trading and Markets will consider this Forum recommendation in connection 
with this initiative.
Recommendation: Pooled Investment Vehicles
Expand access to quality deals through new or alternative investment vehicles to 
allow non-accredited investors to participate on same terms as accredited investors.
PRIORITY 4
WEIGHTED 
SCORE 4.0
Commission Response
In the Harmonization Concept Release, the Commission sought public comment on 
whether retail investors should be allowed greater exposure to growth-stage issuers through pooled 
investment funds in light of the potential advantages of investing through such funds, including the ability 
to have an interest in a diversified portfolio.
Staff in the Division of Investment Management will consider this Forum recommendation in connection 
with this initiative. 
Recommendation: Crowdfunding
Revise Regulation Crowdfunding rules to allow accredited investors to make 
unlimited investments and raise the maximum limit on the overall deal.
PRIORITY 5
WEIGHTED 
SCORE 3.9
REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  9
Commission Response
Staff in the Divisions of Corporation Finance and Trading and Markets will consider 
this Forum recommendation, and the findings from the staff’s report on Regulation Crowdfunding,
16
  
in connection with the earlier described initiative on ways to harmonize and improve the exempt  
offering framework under the Securities Act. The Harmonization Concept Release specifically seeks 
comment on the overall offering limit and individual investment limits contained in Regulation 
Crowdfunding. The staff also expects to continue consulting with FINRA regarding the implementation 
of Regulation Crowdfunding.

In addition, as indicated on the Fall 2019 Unified Agenda, the Division of Corporation Finance is 
considering recommending that the Commission propose amendments to Regulation Crowdfunding to 
address any staff recommendations resulting from the staff report to the Commission on the regulation.
MATURE AND LATER STAGE PRIVATE COMPANIES
Companies within this segment of the market are generally growing and looking for larger amounts of 
capital that can fund operations of scale, ventures into new verticals, and preparation for public markets. 
Most often these investors are institutional in nature, whether syndicate groups, venture capital, private 
equity, or even public funds.
Recommendation: Regulation A – Federal Preemption
Provide federal preemption for all resales of securities sold in a Regulation A Tier 2 
offering, provided that the issuer is current in its Tier 2 reporting. 
 
PRIORITY 1
10  |  U.S. SECURITIES AND EXCHANGE COMMISSION
WEIGHTED 
SCORE 4.4
Recommendation: Regulation A – Exchange Act § 12(g)
Provide an unconditional exemption from Exchange Act § 12(g) for all Regulation A 
Tier 2 reporting companies, provided that the issuer is current in its Tier 2 reporting.
PRIORITY 2
WEIGHTED 
SCORE 4.1
Commission Response
In the Commission’s 2015 final release adopting amendments to Regulation A, 
Commission staff undertook to study and submit a report to the Commission no later than five years 
following the adoption of these amendments on the impact of both the Tier 1 and Tier 2 offerings on 
capital formation and investor protection.
17
 The final release indicates that the report will include, but 
not be limited to, a review of: (1) the amount of capital raised under the amendments; (2) the number 
of issuances and amount raised by both Tier 1 and Tier 2 offerings; (3) the number of placement agents 
and brokers facilitating the Regulation A offerings; (4) the number of Federal, State, or any other actions 
taken against issuers, placement agents, or brokers with respect to both Tier 1 and Tier 2 offerings; and 
(5) whether any additional investor protections are necessary for either Tier 1 or Tier 2.
18
Staff in the Division of Corporation Finance will consider these Forum recommendations, and the 
findings from the staff’s Report on Regulation A, in connection with the earlier described initiative 
on ways to harmonize and improve the exempt offering framework under the Securities Act. The 
Harmonization Concept Release specifically seeks comment on whether the Commission should extend 
federal preemption to additional offers and sales of securities and whether the conditional Section 12(g) 
exemption for Regulation A Tier 2 securities should be modified. 
In addition, as indicated on the Fall 2019 Unified Agenda, the Division of Corporation Finance is 
considering recommending that the Commission propose amendments to Regulation A to address any 
staff recommendations resulting from the reviews of the regulation.

Recommendation: Finders
Codify the relief envisioned in the M&A Brokers No Action Letter
19
 to harmonize 
state and federal law and provide clear guidance on the circumstances in which a 
finder needs to be regulated, consistent with the ABA recommendations.
20
PRIORITY 3 
(TIE)
WEIGHTED 
SCORE 3.6
Commission Response
As indicated on the Fall 2019 Unified Agenda Long-term Actions, the Division of Trading and Markets 
is considering recommending that the Commission propose rules concerning the status of finders for 
purposes of Section 15(a) of the Exchange Act.
Staff in the Division of Trading and Markets will consider this Forum recommendation in connection 
with this initiative.
Recommendation: Pooled Investment Vehicles
Provide a series of Investment Company Act exemptions for diversified funds selling 
securities under Regulation A, Regulation Crowdfunding, and Regulation D (which 
will also provide a vehicle for non-accredited investor participation).
PRIORITY 3 
(TIE)
WEIGHTED 
SCORE 3.6
Commission Response
Although the Commission did not request public comment on providing potential exemptions under the 
Investment Company Act for offerings by pooled investment vehicles under Regulation A, Regulation 
Crowdfunding, and Regulation D in the Harmonization Concept Release, staff in the Division of 
Investment Management will consider this Forum recommendation in connection with this initiative.
Recommendation: Micro-Offerings
Provide a new exemption for investments of less than $25,000 for up to 35  
non-accredited investors, where all investors have access to the same disclosures  
about the issuer.
PRIORITY 5
WEIGHTED 
SCORE 3.1
REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  11
Commission Response
Staff in the Division of Corporation Finance will consider this Forum recommendation in connection 
with the earlier described initiative on ways to harmonize and improve the exempt offering framework 
under the Securities Act. The Harmonization Concept Release specifically seeks comment on whether 
the Commission should add a micro-offering or micro-loan exemption and, if so, what an appropriate 
aggregate offering limit would be.

SMALL REPORTING COMPANIES
Companies can access broad pools of investors when they conduct public offerings, allowing companies to 
raise large amounts of money to fund activities such as research and development, capital expenditures, or 
debt service. Public offerings also provide liquidity to early-stage investors and publicity for the company.
12  |  U.S. SECURITIES AND EXCHANGE COMMISSION
Recommendation: Proxy Process Reform
Reform the rules governing the proxy process to inspire confidence in the voting 
process, drive shareholder engagement, and bolster long-term value creation by:
• providing for effective oversight of proxy advisory firms under Rule 14a-2(b),  
with a focus on conflicts of interest, accuracy, transparency, and issuer-specific  
decision making;
• emphasizing the fiduciary duty that investment advisers owe to their clients,  
including when investment advisers rely on proxy advisory firms for vote  
recommendations; and
• amending the submission and resubmission thresholds for shareholder  
proposals under Rule 14a-8.
PRIORITY 1 
(TIE)
WEIGHTED 
SCORE 4.4
Commission Response
In November 2018, the SEC staff hosted a roundtable to engage with the public on the proxy process, 
including a discussion of the topic of investment advisers’ use of proxy advisory firms.
21
 Chairman 
Clayton has asked the staff to look at the issues raised in the roundtable on this topic and formulate 
recommendations for the Commission’s consideration.
22
In August 2019, the Commission issued guidance to assist investment advisers in fulfilling their proxy 
voting responsibilities.
23
 At the same time, the Commission issued an interpretation clarifying that proxy 
voting advice provided by proxy advisory firms generally constitutes a solicitation under the federal proxy 
rules and provided related guidance about the application of the proxy solicitation antifraud rule to proxy 
voting advice.
24
On November 5, 2019 the Commission proposed amendments to its rules governing proxy solicitations 
to help ensure that investors who use proxy voting advice receive more accurate, transparent, and 
complete information on which to make their voting decisions.
25
 The proposed amendments would, 
among other things, condition the availability of certain existing exemptions from the information 
and filing requirements of the federal proxy rules for proxy voting advice businesses upon additional 
disclosure and procedural requirements. These conditions include providing registrants and other 
soliciting persons an opportunity to review and provide feedback on proxy voting advice before it is 
issued and requiring proxy voting advice businesses to include disclosure of material conflicts of interest 
in their proxy voting advice.
On the same date, the Commission also proposed amendments to certain procedural requirements and 
the provision relating to resubmitted proposals under the shareholder-proposal rule.
26
 The proposed 
amendments would, among other things, replace the current ownership requirements with a tiered 

approach that would provide three options for demonstrating an ownership stake through a combination 
of amount of securities owned and length of time held. The proposed amendments would also raise the 
current resubmission thresholds of 3, 6, and 10 percent to 5, 15, and 25 percent, respectively and add a 
new provision that would allow companies to exclude shareholder proposals under certain circumstances 
where shareholder support for the matter has declined.
Staff in the Divisions of Corporation Finance and Investment Management have considered and will 
continue to consider this Forum recommendation in connection with these initiatives.
Recommendation: Significant Holdings of Publicly-Traded  
Equity Securities
Increase the disclosure requirements around significant holdings of publicly-traded 
equity securities by: 
• mandating timely disclosure of significant short positions in all public issuers; 
• extending Exchange Act § 13(f) to over the counter (OTC)-traded securities; 
• prohibiting insiders and affiliates from holding shares in an objecting beneficial 
owner (OBO) account; and 
• requiring disclosure of insider and affiliate transactions in securities of non-SEC  
reporting companies, in a manner similar to Forms 3, 4, and 5.
PRIORITY 1 
(TIE)
WEIGHTED 
SCORE 4.4
Commission Response
Staff in the Divisions of Corporation Finance, Trading and Markets, and Investment Management  
will consider this Forum recommendation and consult, as needed, with relevant stakeholders.
Recommendation: Accelerated Filer Definition
Align the definition of non-accelerated filers with the definition of smaller reporting 
companies (SRC), to include issuers with a public float of less than $250 million or 
with annual revenues of less than $100 million (and either no public float or a public 
float of less than $700 million).
PRIORITY 1 
(TIE)
WEIGHTED 
SCORE 4.4
REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  13
Commission Response
On May 9, 2019, the Commission proposed amendments to the “accelerated filer” definition in Rule 
12b-2 of the Exchange Act that would have the effect of reducing the number of registrants that are 
subject to the Sarbanes-Oxley Act Section 404(b) attestation requirement. The proposed rules would, 
among other things, exclude from the accelerated and large accelerated filer definitions an issuer that 
is eligible to be an SRC and had no revenues or annual revenues of less than $100 million in the most 
recent fiscal year for which audited financial statements are available. The proposal also discusses, as an 
alternative to the proposed amendments, excluding all SRCs from the accelerated filer definition. 
Staff in the Division of Corporation of Finance will consider this Forum recommendation in connection 
with this initiative.

Recommendation: Promoter and Transfer Agent Disclosure
Require additional disclosure from paid promoters and transfer agents by:
• amending Securities Act §  17(b) and/or promulgating rules thereunder to require 
additional disclosure about paid stock promotion to make online information 
sources safer, deter misleading sales pressure and prevent fraudulent  
“pump-and-dump” schemes; and
• modernizing transfer agent regulations to increase the amount of information  
on the issuance, ownership and transfer history of shares available to  
broker-dealers and investors.
PRIORITY 4
WEIGHTED 
SCORE 3.2
Commission Response
In December 2015, the Commission issued the Transfer Agent Regulations Advance Notice of Proposed 
Rulemaking and Concept Release, which discussed potential amendments to the transfer agent rules that 
the Commission is considering proposing and requested public comment on relevant concepts and issues.
On September 26, 2018, staff of the Division of Trading and Markets hosted a panel discussion as part 
of the roundtable program Combating Retail Investor Fraud (which was one in a series of roundtable 
discussions on Equity Market Structure). The panel discussed the issue of transfer agent practices in 
connection with restrictive legends on restricted securities. 
As indicated on the Fall 2019 Unified Agenda, the Division of Trading and Markets is considering 
recommending that the Commission propose rule amendments to update the transfer agent rules.
Staff in the Division of Trading and Markets will consider this Forum recommendation in connection 
with this initiative.
Recommendation: OTC Securities Clearing And Depositing
Issue guidance and develop best practices concerning the clearing and depositing of 
OTC securities to ensure that low-risk OTC securities can be deposited and cleared 
within clear regulatory guidelines.
PRIORITY 5
WEIGHTED 
SCORE 2.8
14  |  U.S. SECURITIES AND EXCHANGE COMMISSION
Commission Response
Staff in the Division of Trading and Markets will consider this recommendation and consult, as needed, 
with relevant stakeholders.

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  15
APPENDICES
Appendix A  |  AGENDA 
9:00 a.m. Call to Order 
» Martha Legg Miller, SEC Advocate for Small Business Capital Formation
 Remarks 
» SEC Chairman Jay Clayton 
» Commissioner Robert J. Jackson Jr.  
» Commissioner Hester M. Peirce 
» Commissioner Elad L. Roisman 
» Commissioner Allison Herren Lee
 Opening Remarks 
» Dean Anthony R. Hendrickson, Heider College of Business, Creighton University
9:30 a.m. Capital Formation Success Stories from the Silicon Prairie 
 Moderator 
» Martha Legg Miller, SEC Advocate for Small Business Capital Formation
 Panelists 
» Allie Esch, Principal, Dundee Venture Capital (Omaha, NE) 
» Keith Fix, Founder and CEO, Retail Aware (Omaha, NE) 
» Stephanie Luebbe, Executive Director, Nebraska Angels (Lincoln, NE) 
» Claire McHenry, Deputy Director, Bureau of Securities,  
   Nebraska Department of Banking and Finance (Lincoln, NE) 
» Jeff Slobotski, Entrepreneur, Router Ventures, and  
   Founder of Big Omaha and Silicon Prairie News (Omaha, NE) 
» Heather Dawn Thompson, Founder and Lead Manager of Native American 
   Capital’s Tribal Opportunity Zones Venture Group (Rapid City, SD) 
» John Wirtz, Co-founder and Chief Product Officer, Hudl (Lincoln, NE) 
11:00 a.m. Break

16  |  U.S. SECURITIES AND EXCHANGE COMMISSION
Appendix A  |  AGENDA (continued) 
11:15 a.m. Harmonization: What a Concept!  
Exploring Options to Reshape the Offering Framework 
                          Moderators 
» William Hinman, Division Director, SEC Division of Corporation Finance 
» Martha Legg Miller, SEC Advocate for Small Business Capital Formation
 Panelists 
» Bart Dillashaw, Founder, Enterprise Legal Studio 
» Sara Hanks, CEO, CrowdCheck, Inc. 
» Keith F. Higgins, Chair, Corporate and Securities Practice, Ropes & Gray LLP 
» Jennifer A. Zepralka, Chief, Office of Small Business Policy,  
   SEC Division of Corporation Finance
12:15 p.m. Instructions for Breakout Session Formulation of Issues and Recommendations
12:30 p.m.  Lunch 
2:00 p.m. Breakout Groups Assemble to Identify Capital Formation Issues and  
Develop Recommendations to Address Those Issues
                          »                          Small, Emerging Businesses 
   Moderator: Carla Garrett, Partner, Potomac Law Group
                          »                          Mature and Later Stage Private Companies 
   Moderator: Bart Dillashaw, Founder, Enterprise Legal Studio
                          »                          Small Reporting Companies 
   Moderator: Irina V. Fox, Associate Professor, Creighton University, School of Law
3:00 p.m. Break
3:15 p.m. Breakout Groups Reassemble 
4:30 p.m. Vote to Prioritize Recommendations
5:00 p.m. Networking Reception

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  17
Appendix B  |  SEC STAFF AND ADVISORY PLANNING GROUP 
SEC Staff Team
Anthony Barone
Special Counsel, Office of Small Business Policy, 
Division of Corporation Finance
Emerald Greywoode Boston-Mammah
Special Counsel, Office of the Advocate for  
Small Business Capital Formation
Julie Zelman Davis
Senior Special Counsel, Office of the Advocate  
for Small Business Capital Formation
Rebecca Franciscus
Senior Counsel, Office of Operations, Denver 
Regional Office
Kurt Gottschall
Regional Director, Denver Regional Office
William Hinman
Director, Division of Corporation Finance
Martha Legg Miller
Director, Office of the Advocate for  
Small Business Capital Formation
Jennifer Green Riegel
Special Counsel, Office of the Advocate for  
Small Business Capital Formation
Malika Sullivan
Executive Assistant, Office of the Advocate for 
Small Business Capital Formation
Jennifer A. Zepralka
Chief, Office of Small Business Policy,  
Division of Corporation Finance
We would also like to acknowledge the teams that worked across the agency to help make this event 
possible, including the Office of Public Affairs, the Office of Information Technology, and the Office of 
Human Resources’ SEC University.

18  |  U.S. SECURITIES AND EXCHANGE COMMISSION
Forum Advisory Planning Group
Chair   Martha Legg Miller
  Director, Office of the Advocate for Small Business Capital Formation  
  U.S. Securities and Exchange Commission, Washington, DC
Government/Regulatory Representatives
Gregory J. Dean, Jr.
Senior Vice President,  
Office of Government Affairs,  
Financial Industry Regulatory Authority, 
Washington, DC
Kipp Kranbuhl
Principal Deputy Assistant Secretary,  
Department of the Treasury,  
Washington, DC
Mary Ellen Mitchell-Whisnant
Acting Director, Office of Small Business, 
Community Development, and Affordable 
Housing Policy, Department of the Treasury, 
Washington, DC
Robin A. Prager
Senior Adviser, Division of Research and Statistics, 
Board of Governors of the Federal Reserve System, 
Washington, DC 
Representatives of Business and Professional Organizations
Brandon Andrews
Co-Founder, Gauge, Washington, DC
Charles Crain
Director, Tax & Domestic Economic Policy, 
National Association of Manufacturers, 
Washington, DC
John Dearie
Founder & President, Center for American 
Entrepreneurship, Washington, DC
Robert Drake
Small Business & Member Development Leader,   
Greater Omaha Chamber, Omaha, NE
Justin Field
Senior Vice President of Government Affairs, 
National Venture Capital Association, 
Washington, DC
Anthony R. Hendrickson
Dean, Heider College of Business,  
Creighton University, Omaha, NE
Jennifer Keiser Neundorfer
Founding Partner, Jane VC, Boston, MA
Karen Kerrigan
President & CEO, Small Business & 
Entrepreneurship Council, Vienna, VA
Catherine Lang
State Director, Nebraska Business  
Development Center; Assistant Dean,  
University of Nebraska Omaha College  
of Business Administration, Omaha, NE
Lauren Martin
Executive Director, Maha Festival and Conference, 
Omaha, NE

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  19
Candice Matthews Brackeen
Executive Director and Co-Founder,  
Hillman Accelerator, Cincinnati, OH
Brett T. Palmer
President, Small Business Investor Alliance, 
Washington, DC 
Michael Pieciak
Commissioner, Vermont Securities Division, 
Department of Financial Regulation; 
Corporation Finance Section Chair,  
North American Securities Administrators 
Association, Inc., Montpelier, VT
Bonnie J. Roe
Partner, Cohen & Gresser LLP; Chair of the 
Small Business Issuers Subcommittee of the 
American Bar Association Business Law Section’s 
Committee on Federal Regulation of Securities, 
New York, NY
Erik Rust
Director, Center for Capital Markets 
Competitiveness, U.S. Chamber of Commerce, 
Washington, DC
Lisa Schaefer
Director, Tax and Financial Services Policy, 
Biotechnology Innovation Organization, 
Washington, DC
John Stanford
Co-Executive Director, Small Business 
Roundtable; Managing Partner, Prism Group,  
Washington, DC

“[C]losed-end funds could be an area, 
particularly funds of funds, where 
an investor could participate in a 
closed-end fund that was traded on an 
exchange and that invested in private 
equity funds and venture capital 
funds, and had a manager who was 
managing a pool of those assets.”
KEITH F. HIGGINS
Chair, Corporate and Securities Practice,  
Ropes & Gray LLP

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  21
Appendix C  |  OPENING REMARKS
Remarks of Martha Legg Miller 
SEC Advocate For Small Business Capital Formation
Good morning and welcome everyone. On behalf of the U.S. Securities and Exchange Commission, I 
am pleased to see each of you here today for the 38th annual Government-Business Forum on Small 
Business Capital Formation.
27
 We are particularly grateful to the Heider College of Business at Creighton 
University
28
 for hosting us and helping make this event a success. I am thrilled to see in the room today 
a mix of familiar and new faces joining us here in Omaha to shape the future of small business capital 
formation. The Forum is a unique event where members of the private and public sectors converge to 
identify and highlight issues they experience in accessing capital and investing in small businesses and then 
formulate solutions on which we can take action.
For those I have not yet had the opportunity to meet, I am Martha Miller, the SEC’s new Advocate for 
Small Business Capital Formation—a long title proportionate to our big mission of working to support 
capital formation consistent with the SEC’s mission. For those who are familiar with the Forum, you may 
have noticed a change this year: our new office has taken over planning and organizing this important 
event. We owe special thanks to Julie Davis, Jenny Riegel, and Malika Sullivan for the heavy lift of 
planning what I know will be a thought-provoking and productive day. Beyond the Forum, our office is 
responsible for advocating for policy solutions that encourage capital formation across the spectrum of 
small businesses and their investors, from the smallest start up scaling with seed capital all the way to a 
reporting company that has a public float under $250 million.
29
 We have received tremendous support 
from across the agency in operationalizing our start-up office in record time. The support that our office 
and this event have enjoyed from each of the Commissioners is a testament to their commitment to 
small businesses and their investors, and we are thrilled to have them all here today. I want to especially 
welcome the SEC’s newest Commissioner, Allison Lee.

22  |  U.S. SECURITIES AND EXCHANGE COMMISSION
Before we move into the program, I will make an omnibus disclaimer on behalf of all speakers and 
presenters that the comments shared by any SEC employee or Commissioner represent their own 
individual perspectives and not necessarily the perspective of the Commission. I hope that by disclaiming 
for all up front, we can break for lunch five minutes early with the time saved.
As we began planning the 2019 Forum, we wanted to venture outside of DC to take in fresh perspectives 
on capital formation. Familiar with the Maha Discovery Festival,
30
 an entrepreneurship conference 
formerly known as Big Omaha that takes places this week, we knew that this region was defining 
entrepreneurship with its own unique “Silicon Prairie” personality. The local Chamber of Commerce’s 
motto says it best: “We don’t coast.”
31
 It’s both a factual statement for a state situated in the heart of the 
country far from the coastal cities whose large VC deals and IPOs are often in the spotlight. “We don’t 
coast” is also an apt metaphor for a community framing its identity through the power of hard work, not 
content to drift along aimlessly.
That intentional, build-it-yourself mentality reflects the 
region’s pioneer roots, when people came to Nebraska 
to start a new adventure, whether by settling on the 
prairie or by venturing further west into uncharted 
territory. A century later, Nebraska entrepreneurs 
and innovators filled American homes with their 
novel and practical inventions, from food products 
like the first boxed cake mix, microwave TV dinners, 
Raisin Bran and the Reuben sandwich; to time saving 
inventions like pink foam hair curlers to style hair 
overnight, the ski lift to get up the mountain faster, 
and even Cliff’s Notes to make studying a breeze; to 
life saving inventions like the 911 system of emergency 
communications we now use nationwide. This is a 
region where ideas take root and innovators figure out how to scale, evidenced by the pervasiveness of the 
aforementioned inventions. Today Omaha is perhaps known best for the College World Series, its famous 
steaks, and the Oracle of Omaha, Warren Buffett.
I highlight these elements of Nebraska’s entrepreneurial spirit to shine a light on the importance 
of entrepreneurial ecosystems. In a world where technology bridges many geographic boundaries, 
entrepreneurship still is largely a local phenomenon, occurring in early stages through networks of 
founders, funders and talent who operate in proximity through relationships of trust, experience, and 
accountability.
32
 After welcoming remarks from our Commissioners, we will hear from leaders in the 
regional entrepreneurial ecosystem, starting with remarks from Dean Hendrickson of the Heider College 
of Business. After that we will kick off a panel titled “Capital Formation in the Silicon Prairie” to hear 
from local experts about how companies and investors are finding success in building and growing 
companies here in the prairie states.
“Capital formation and investing in 
promising new companies is critical 
to the future of our economy, from 
creating new jobs, to developing 
new solutions to emerging 
problems, to seeding companies 
that may one day ring the opening 
bell as a public company.”

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  23
SEC Commissioners and “Harmonization: What a Concept” panelists.
We will then proceed with a panel titled “Harmonization: What a Concept!” to delve into the current 
concept release on harmonization of the exempt offering framework.
33
 Our rulemaking leadership will 
take you behind the Emerald Curtain on the ideas being discussed—an apt metaphor in the hometown of 
the Wizard from L. Frank Baum’s classic story.
34
 We look forward to hearing from Bill Hinman, Director 
of the Division of Corporation Finance, and his team, alongside leaders from the field who will share 
insights into the breadth of this rulemaking initiative. Our speakers from both panels this morning will 
lay the groundwork for your thoughtful discussion this afternoon of the capital formation issues facing 
small businesses and their investors and formulation of recommendations to address those issues.
We are fortunate to have with us today a wide range of businesses, their investors, and other market 
participants in the small business ecosystem, and we want to kick off this afternoon’s discussion with 
hearing your views on the most significant capital formation issues. For example, what are the issues 
that small businesses have with securing access to capital? What are the issues facing entrepreneurial 
investors? We hope this discussion of the issues will help guide, focus, and prioritize your discussion of 
recommendations to address the issues identified in small business capital formation.

24  |  U.S. SECURITIES AND EXCHANGE COMMISSION
Participants may join breakout sessions along three tracts, depending on the stage of capital formation of 
interest: (1) seed and early stage capital, (2) growth and mature capital, and (3) public capital for smaller 
reporting companies. We have shifted the structure of the breakout sessions to encourage discussion 
among Forum participants based upon your expertise with niches within the capital formation lifecycle, 
although we welcome you to move between rooms.
Capital formation and investing in promising new companies is critical to the future of our economy, 
from creating new jobs, to developing new solutions to emerging problems, to seeding companies that 
may one day ring the opening bell as a public company. The nature of what it means to raise capital, 
thrive and scale has changed in the past few decades. Today you can help us craft a vision for what the 
securities framework should look like to ensure that we are well positioned for a vibrant future ahead.
In closing, for fans of professional football, you may be familiar with Peyton Manning’s famous shouting 
of “OMAHA, SET HUT!” from the line of scrimmage.
35
 While somewhat mysterious in its origins, 
Manning famously shouted the name of the city where we are gathered today to signal play changes to 
his team. He had a unique ability to read the field, react and adjust at the line, cryptically signaling to his 
team how the play would change with the single word “OMAHA!” This afternoon I hope that you will 
do more than cryptically shout “OMAHA!” to signal that the rulebook needs to change without further 
direction. Tell us how you would redraw the playbook to work better for issuers and investors.
Thank you for spending the day with us. It is now my pleasure to welcome Chairman Jay Clayton and 
the other Commissioners to share their opening remarks.

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  25
Remarks of SEC Chairman Jay Clayton
Thank you, Martha [Miller] and the staff in the Office of the 
Advocate for Small Business Capital Formation for taking the lead in 
organizing this 38th annual Government-Business Forum. This is our 
first small business forum under the leadership of Martha and her 
office, which already have substantially contributed to our efforts to 
engage with small business owners, investors and entrepreneurs.
I also am pleased that we are continuing the trend of taking the 
small business forum to new locations across the country. Our 
generous host this year is the Heider College of Business at Creighton 
University. Thank you Dean Anthony R. Hendrickson for opening your doors to the SEC. I also want to 
thank the panelists and moderators who are sharing their insights and experience with us today.
I am particularly pleased that we are holding the small business forum in Omaha this year, the heart of 
the “Silicon Prairie,” a term used to loosely define a region that includes Missouri, Indiana, Iowa, Kansas, 
South Dakota, and Nebraska. A particular focus of mine has been to facilitate small business access to 
capital across the United States, not just in the traditional centers for capital in the two coasts.
36
 While 
there are a couple of places that claim the title of being the geographic center of the United States,
37
 at 
more than 1,400 miles from Boston and almost 1,700 miles from Silicon Valley, I am confident that this is 
the closest to the center of the country that the small business forum has ever convened.
Hosting the small business forum in Omaha allows us to learn from and showcase the small businesses 
that have been successful at raising capital outside the two coasts. Yesterday, along with some of my 
fellow Commissioners, I had the opportunity to tour a project in a designated opportunity zone. Today, 
we will hear first-hand from local small businesses and their investors. I look forward to learning more 
about areas where our rules are helping to facilitate capital formation and, more importantly, areas where 
we have more work to do.
In fact, it is a good time to be asking ourselves these questions and learning from your experiences. 
As you will hear from the second panel, the Commission recently issued a concept release requesting 
comment on how we can modernize and harmonize the exemptions from registration that many small 
businesses use to raise capital.
38
 I hope today’s discussion, and the recommendations that you will be 
putting forth this afternoon, build from the practical experiences of our panelists. As you discuss potential 
recommendations, I encourage you to think outside the box, as if you had a blank slate and not the 
current patchwork of rules that small businesses and their investors currently need to navigate. 
I look forward to the dialogue and the recommendations.
Thank you.

26  |  U.S. SECURITIES AND EXCHANGE COMMISSION
Remarks of SEC Commissioner Robert J. Jackson, Jr.
Thank you, Mr. Chairman, and many thanks to you, Director Bill 
Hinman and our terrific Staff for your leadership in bringing us here 
to Omaha today. There are many opening statements this morning, 
I know. And really we are here to listen to, and learn from, these 
exceptional panelists. So I’ll just briefly make two points before we 
begin.
Before I do, I’d be remiss not to add a word of thanks to our Small 
Business Advocate, Martha Miller, for her extraordinary efforts in 
organizing all of this. Martha is too modest to say so, but she is in 
a way running a small business of her own. To make all this happen, we need an Advocate who, like 
America’s small businesses, is ambitious, agile, and dedicated to her vision, and we are very lucky to have 
that in Martha Miller. I also want to thank Creighton University for hosting us. Go Blue Jays!
Rather than discuss policy issues, which I know my colleagues will discuss in detail, my two points are 
personal—but I wanted to share them so you all would know why the issues facing small business are 
so important to me. I got married last month, and my wife owns and runs a small business. When she 
started it a few years ago, I watched her try to build a client list, get a loan from a bank, and make her 
way in an industry that is built for people who have been in it for thirty years, not thirty months. Believe 
me when I say I know how incredibly hard that can be.
Watching my wife strive to build her own small business taught me two things about the issues we’ll 
discuss today. First, the fact that the economy is doing well doesn’t mean that capital is available for every 
entrepreneur who needs it. Each one of us on this dais knows how important it is that the SEC make 
sure every business has an equal opportunity to access capital. And second, each of us knows that small 
business can be—in fact, almost always is—very personal. Every one of you on our panels is here today 
not just to talk about your business or your practice or your policy views, but something you and your 
family have invested a lifetime in. Each of you deserves an SEC who knows just how important small 
businesses are to your families’ futures. For that and many other reasons, I’m proud to join my colleagues 
on the Commission with you here in Omaha this morning. Thanks to each one of you for the opportunity 
to learn from you, and I so look forward to the conversation.

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  27
Remarks of SEC Commissioner Hester M. Peirce
Thank you, Martha [Miller]. It is wonderful to be here in Omaha. 
Thank you to all the participants in today’s program. Dean 
[Anthony] Hendrickson, thank you for welcoming us to Creighton 
University’s Heider College of Business. It is a beautiful facility that 
reflects the thriving economic region in which it sits.
I remember my first trip to Nebraska about twenty years ago. I was 
driving through the state and was just stunned by its Great Plains 
beauty. Since then, Nebraska has always been one of my favorite 
states, although I have not had many opportunities to visit. I am 
therefore happy to be back to talk about capital formation in the Silicon Prairie.
Reading Martha’s introduction to today’s forum deepened my affinity for Nebraska because I learned that 
the Reuben sandwich—my favorite—has its origins here. I understand, however, that there is a competing 
origin story that says the Reuben was invented in New York City.
39
 The dueling sandwich origin narrative 
is a fitting theme for a discussion of capital formation. There will always be competition for capital, and 
too often New York claims capital that could have been put to good use right here in Omaha.
There are many factors that make it easier for capital to flow to New York rather than to places like 
Omaha. The clustering of capital, innovation, and economic growth is a natural phenomenon, so that 
is part of what makes big cities like San Francisco and New York attractive places for people looking to 
invest capital. Some of the factors driving capital to the coastal cities, however, are regulatory, and we 
have an opportunity to address those issues. For example, the accredited investor thresholds
40
 that are 
not a limiting factor in high-income and high-cost communities on the east and west coasts are more 
restrictive in their effect in places where the cost of living and hence the salaries are lower. Yesterday, at 
the Small Business Advisory Committee meeting, we heard about another potential regulatory helping 
hand we can give to cities like Omaha and Cleveland, where I am from. We can revise our rules to make 
it easier for venture capital funds to invest on the secondary market and in other venture capital funds. 
In addition, we can look for creative ways to allow non-accredited investors to participate in private 
offerings and can design better regulatory options for micro-offerings.
The concept release that you will be discussing this morning was our attempt to stimulate discussion on 
these and other issues.
41
 I look forward to hearing your thoughts this morning on what we can do to 
open up opportunities for investors and companies all over the country to meet one another and create 
thriving regional economies. Just as one can find wonderful Reuben sandwiches all over the country, we 
can find great stories of entrepreneurial and investment success across the United States. In yesterday’s 
visit to a local opportunity zone, we saw what it looks like when capital gets to work on transforming a 
community. With the benefit of your suggestions, we can build a regulatory framework that encourages 
even more such growth and enables communities all over the country to reap the benefit of well-
functioning capital markets.

28  |  U.S. SECURITIES AND EXCHANGE COMMISSION
Remarks of SEC Commissioner Elad L. Roisman
Good morning. I am thrilled we are hosting this year’s Government-
Business Forum on Small Business Capital Formation in the “Silicon 
Prairie.” Martha [Miller] did a tremendous job of highlighting 
Nebraska’s entrepreneurial spirit. I have to admit that I am most 
impressed by the invention of the Reuben sandwich; we all give you 
credit for your steaks, but this state really does not receive adequate 
recognition for the Reuben out East.
Kidding aside, I have been an SEC Commissioner for almost a year 
now and I can say without hesitation that I learn the most when I am 
able to leave Washington and meet people on their home turf. It is truly one of my favorite parts of the job.
It should be no surprise to you then that ever since I received today’s agenda, I have been looking forward 
to the first panel: Capital Formation Success Stories from the Silicon Prairie. I hope the panelists will use 
the opportunity to tell us not only what worked for them when raising capital, but also where the SEC 
might be able to improve the capital raising environment for small businesses. Have you found there to be 
any unique challenges to small business capital formation in the Great Plains that we may not be aware of?
I am also excited for the second panel on harmonization. The SEC’s Division of Corporation Finance did 
a fantastic job drafting the harmonization concept release.
42
 It explained the current offering framework 
in a clear, easy-to-understand manner and asked a lot of great questions that I hope will elicit responses 
that the Commission can act on. I look forward to hearing the panelists’ reactions to the release.
Before I conclude, I have a long list of “thank yous.” Thank you to Martha Miller and her team, Julie 
Davis and Jenny Riegel, in the Office of the Advocate for Small Business Capital Formation, for planning 
and organizing today’s forum, a first for your newly formed office—Martha, you run a very impressive 
“startup” within the SEC. Thank you to Bill Hinman and Jennifer Zepralka from the SEC’s Division of 
Corporation Finance for your help and participation. Thank you to everyone back at the SEC home office 
running point on technology and logistics. And a big thank you to Dean Hendrickson and the Heider 
College of Business for hosting us here at Creighton University.
Thank you to everyone who traveled to be here today to participate in this forum, and a very special 
thank you to all of you here who may not have traveled very far, but are here representing Omaha and 
the Cornhusker State.

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  29
Remarks of SEC Commissioner Allison Herren Lee
Good morning. Thank you, Chairman Clayton and my fellow 
Commissioners, for your remarks. Thank you to Martha Legg Miller 
for putting this event together, and thank you to Creighton University 
Heider College of Business for hosting. 
I am happy to be at this 38th Annual Government-Business Forum 
on Small Business Capital Formation. Having spent most of my life 
in Colorado, I’m especially happy for the opportunity to be back 
west of the Mississippi.
The Forum has long provided a great opportunity for government agencies, entrepreneurs, academics, 
and others to come together and exchange ideas around small business capital formation.
The Silicon Prairie represents a success in increasing access to capital for tech start-ups here in the center 
of the country. I hope we can draw both inspiration and lessons from the success stories we will hear this 
morning that will be broadly applicable to small businesses in other sectors and other communities. And I 
really appreciate a panel constructed around successes. 
As I looked through the various panelists, all of whom are quite impressive, I noticed that we have the 
founder of The Silicon Prairie News. Of course, I went straight to that website and was so encouraged 
by the reporting—I saw a “Cybersleuth Camp” for high school girls, I saw a story about a Wisconsin 
medical company receiving a $15 million cooperative award from the Department of Energy, and it went 
on and on. It’s inspirational, just as I know the panelists this morning will be. 
And we all know that behind every success story is a string of challenges that were overcome. I hope to 
benefit from your insights and ideas there as well. 
I’m also very pleased to see that we will be hearing from experts this morning on the SEC’s Concept 
Release on Harmonization of Securities Offering Exemptions. These are issues I have spent a lot of time 
researching and considering. What can we do to make this regime as simple, clear, and workable as 
possible, especially for small businesses? And what can we do to protect investors so as to optimize the 
amount of investment available to these businesses? 
While we think of these as two separate groups, in reality of course, they often are not. Many investors are 
business owners and vice versa. The relationship is symbiotic, and when we get it right, everybody wins. 
I’m looking forward to the panels today, and I also welcome your thoughts and input anytime down the 
road. My door is always open. Thank you. 

“[I]t’s super interesting to see the stuff that 
is happening online, and I do think . . .  
that’s where the future is, but . . . don’t 
mess with 506(b) because there is this 
venture, angel, private investment role 
that seems to work pretty well, and 
certainly a lot of money is raised on it.”
BART DILLASHAW
Founder, Enterprise Legal Studio

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  31
Appendix D  |  PANELIST AND MODERATOR BIOGRAPHIES
 
Bart Dillashaw is the Founder of Enterprise Legal Studio in Lincoln, Nebraska, a corporate and securities 
boutique focused on servicing the needs of entrepreneurs and investors. Bart has been actively engaged in 
the entrepreneurship, angel and venture capital community in the Midwest, and he is the former president 
and current board member of the Nebraska Angels, Nebraska’s largest association of angel investors. In 
addition, he serves as a mentor for local accelerator programs, and frequently lectures on the topics of 
angel and venture capital investing as well as start-up creation.
Allie Esch is a Principal at Dundee Venture Capital in Omaha, Nebraska. Dundee Venture Capital 
partners with early-stage technology business in overlooked venture markets. Allie’s current focus is 
on sourcing investment opportunities, deepening Dundee Venture Capital’s brand in new markets, and 
expanding the firm’s deal flow capacity.
Keith Fix is the Founder and CEO of Retail Aware in Omaha, Nebraska and a member of the Ponca 
Tribe of Nebraska. Retail Aware helps brands and retailers maximize opportunities in the aisle with 
business intelligence sensors and artificial intelligence. Before founding Retail Aware, Keith founded 
blabfeed, a digital signage and technology integrator serving a diverse portfolio of retail, healthcare, 
financial, education, and public entities.
Professor Irina Fox is a member of the faculty at the Creighton University School of Law. She specializes 
in business law, including teaching Securities Regulation. Prior to joining the faculty, she practiced law 
in San Francisco at Latham & Watkins, where she represented multinational corporations in complex 
business litigation and also represented emerging companies in finance transactions. Prior to law school, 
Irina was a Senior Airman in the United States Air Force.
Carla Garrett is a Partner in the Potomac Law Group’s corporate group, where she advises small business 
in corporate, securities, acquisitions, and contract law matters. She is the current Chair of the SEC’s Small 
Business Capital Formation Advisory Committee. Carla also serves as outside general counsel to a number 
of small businesses, with a particular focus on startup and technology companies. Previously, Carla was the 
first General Counsel of a NASDAQ-traded public company. She also practiced as a securities attorney at 
Sullivan & Cromwell and Wilson Sonsini Goodrich & Rosati.
Sara Hanks, CEO of CrowdCheck, is an attorney with over 30 years of experience in corporate and 
securities law, and a former SEC staffer. CrowdCheck and CrowdCheck Law provide a wide range of legal, 
compliance and diligence services to issuers, intermediaries and investors in online capital formation. Sara 
also serves a member of the SEC’s Small Business Capital Formation Advisory Committee.
Keith F. Higgins is a member of Ropes & Gray’s corporate department and chair of the securities & 
governance practice. Keith rejoined the firm in 2017, after having served as Director of the Division of 
Corporation Finance at the U.S. Securities & Exchange Commission since 2013. Prior to serving at the SEC, 
Keith had for more than 30 years been counseling public companies in securities offerings, mergers and 
acquisitions, compliance, and corporate governance. Keith advises companies, their boards, and investors. 

32  |  U.S. SECURITIES AND EXCHANGE COMMISSION
William Hinman was named Director of the SEC’s Division of Corporation Finance in May 2017. The 
Division seeks to ensure that investors are provided with material information in order to make informed 
investment decisions, provides interpretive assistance to companies with respect to SEC rules, and makes 
recommendations to the Commission regarding new and existing rules. Before serving at the Commission, 
Bill was a partner in the Silicon Valley office of Simpson Thacher & Bartlett LLP, where he practiced in 
the corporate finance group.
Stephanie Luebbe is Executive Directr of Nebraska Angels in Lincoln, Nebraska. The Nebraska Angels 
is the state’s organized network of angel investors, with over 60 participating investors. Members meet 
once a month to work together to review business plans, listen to pitches, conduct due diligence, and 
negotiate terms for potential investments. Since 2006, the Angels have invested $27 million into early 
stage companies.
SEC Commissioners and “Capital Formation Success Stories from the Silicon Prairie” panelists.

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  33
Claire McHenry is the Deputy Director of the Securities Bureau with the Nebraska Department of 
Banking and Finance. The Nebraska Department of Banking and Finance (NDBF) is a state agency 
comprised of two sections: Financial Institutions and Bureau of Securities. NDBF’s mission is to protect 
and maintain the public confidence of Nebraska’s financial institutions. The Bureau of Securities 
regulates the sale of securities and the securities industry in Nebraska. Claire has fourteen years of state 
securities regulation experience and is an active member of the North American Securities Administration 
Association (NASAA).
Jeff Slobotski is the Founder and Managing Partner of Router Ventures, a Midwest-based seed fund 
investment firm. He also works at Paul G. Smith Associates, a development and investment firm based 
in Omaha. Before his current roles, Jeff started Silicon Prairie News (SPN), a digital media and events 
company dedicated to highlighting and connecting entrepreneurs outside of the traditional startup hubs. 
Among other events, SPN launched the annual Big Omaha conference (now known as MAHA Festival) 
which brings together more than 750 founders, investor, and entrepreneurial leaders into the city from 
across the nation.
Heather Dawn Thompson is the Founder and Lead Manager of Native American Capital’s Tribal 
Opportunity Zones Venture Group. She is a member of the Cheyenne River Sioux Tribe, and an expert 
in Native American Tribal economic development. She has extensive experience working with investors 
and businesses in Indian Country, individual, tribal and Indian-owned corporations, and intertribal 
associations. She is recognized for her expertise in tribal owned businesses and the legal, tax, financial, 
and structuring benefits of conducting business with tribal governments and tribal corporations. Heather 
served an Assistant U.S. Attorney for the U.S. Attorney’s Office in South Dakota’s Indian Country Section 
on the Pine Ridge Indian Reservation.
John Wirtz is Co-founder and Chief Product Officer of Hudl in Lincoln, Nebraska. Hudl is a leading 
software company revolutionizing the way coaches and athletes prepare for and stay ahead of the 
competition. Founded in 2006, Hudl offers the tools to edit and share video, interact with stats, and 
create quality highlight reels for entertainment and recruiting purposes. Hudl’s products are used by over 
150,000 teams globally spanning youth sports to the pros. The company has closed multiple rounds of 
funding and made several strategic acquisitions.
Jennifer A. Zepralka is the Chief of the Office of Small Business Policy in the SEC’s Division of 
Corporation Finance. The office assists companies seeking to raise capital through exempt or smaller 
registered offerings, and participates in and reviews SEC rulemaking and other actions that may affect 
small businesses. Before joining the Office of Small Business Policy in 2018, Jennifer was a partner in the 
Transactional and Securities Departments at Wilmer Cutler Pickering Hale and Dorr LLP.

34  |  U.S. SECURITIES AND EXCHANGE COMMISSION
Appendix E  |  ABOUT THE ADVOCATE FOR  
    SMALL BUSINESS CAPITAL FORMATION
About the Office 
The Office of the Advocate for Small Business Capital Formation is an independent office that began 
operations in January 2019. The office is dedicated to advancing the interests of small businesses and 
their investors at the SEC and in the capital markets. 
The office is responsible for:
• Identifying problems that small businesses have with securing access to capital;
• Conducting outreach to small businesses and their investors to solicit views on capital  
formation issues;
• Assisting small businesses and their investors in resolving significant problems they may have  
with the SEC or with self-regulatory organizations (SROs);
• Identifying areas in which small businesses and their investors would benefit from changes in  
SEC regulations or SRO rules;
• Analyzing the potential impact on small businesses and their investors of proposed SEC  
regulations and SRO rules; and
• Proposing appropriate regulatory and legislative changes to the SEC and Congress to mitigate 
problems identified with small business capital formation and to promote the interests of small 
businesses and their investors.
Martha Legg Miller, Advocate for Small Business Capital Formation 
As the first director of the Office of the Advocate for Small Business Capital Formation, Martha Legg 
Miller oversees the office dedicated to advancing the interests of small businesses and their investors at  
the SEC and in the capital markets.
Prior to joining the SEC, Miller was a partner at the law firm Balch & Bingham LLP in Birmingham, 
Alabama, where she represented companies and investors across a spectrum of corporate transactions.
Miller holds bachelor’s degrees in Cognitive Neuroscience and Communications Studies from Vanderbilt 
University and a juris doctor degree from Georgetown University Law Center.
Contact Information 
Phone: 202-551-5407  |  Email: [email protected]  |  Web: sec.gov/oasb

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  35
ENDNOTES
1 https://www.sec.gov/news/press-release/2019-97
2 https://business.creighton.edu
3 The SEC conducts the Forum annually and prepares this 
report in accordance with the Small Business Investment 
Incentive Act of 1980 [15 U.S.C. 80c-1 (codifying section 
503 of Pub. L. No. 96-477, 94 Stat. 2275 (1980))].
4 Responsibility for the Forum transferred to the Office 
pursuant to the SEC Small Business Advocate Act of 2016, 
P.L. 114-284. See https://www.sec.gov/files/Small%20
Business%20Advocate%20Act%20of%202016-as%20
amended.pdf.
5 Panelists’ biographies are provided in Appendix D. 
6 Panelists’ biographies are provided in Appendix D. 
7 Concept Release on Harmonization of Securities Offering 
Exemptions, Release No. 33-10649 (Jun. 18, 2019), 
https://www.sec.gov/rules/concept/2019/33-10649.pdf 
(“Harmonization Concept Release”).
8 https://www.sec.gov/files/2019-sec-government-business-
forum-small-business-capital-formation-transcript.pdf
9 https://www.sec.gov/video/webcast-archive-player.
shtml?document_id=081419sbf
10 Attendees were asked to respond whether the SEC should 
give high priority (5), medium-high priority (4), medium 
priority (3), medium-low priority (2), or low priority (1) 
to each of the five recommendations in that session. The 
weighted average assignment of points was determined 
for each recommendation by dividing the total number of 
points for a recommendation by the number of responses 
received for that recommendation. Any attendees that 
were not able to vote using the online voting during the 
sessions were provided with an opportunity to prioritize 
that session’s recommendations post hoc.
11 The SEC responds to the Forum recommendations 
pursuant to the Small Business Investment Incentive Act of 
1980, as amended by the Economic Growth, Regulatory 
Relief and Consumer Protection Act of 2018. 15 U.S.C. 
80c-1. Section 503 of the Economic Growth, Regulatory 
Relief and Consumer Protection Act of 2018 [Pub. L. 115-
174, 132 Stat. 1296 (2018)] amended Section 503 of the 
Small Business Investment Incentive Act of 1980 to add 
this requirement in new paragraph (e).
12 See Office of Information and Regulatory Affairs,  
Office of Management and Budget, “Fall 2019  
Unified Agenda of Federal Regulatory and Deregulatory 
Long-term Actions by the Securities and Exchange 
Commission,” https://www.reginfo.gov/public/do/
eAgendaHistory?operation=OPERATION_GET_
PUBLICATION&showStage=longterm&currentPubId= 
201910. Long-term Actions are items under development 
but for which regulatory action is not expected within 12 
months after publication of the Fall 2019 Unified Agenda.
13 See Harmonization Concept Release.
14 See Id. at Section II.A. Section 413(b)(2)(A) of the  
Dodd-Frank Wall Street Reform and Consumer  
Protection Act (the “Dodd-Frank Act”) directs the 
Commission to review the accredited investor definition  
as it relates to natural persons every four years to 
determine whether the definition should be modified 
or adjusted for the protection of investors, in the public 
interest, and in light of the economy. The discussion in 
Section II.A of the Harmonization Concept Release is 
intended to satisfy this requirement. 
15 See Office of Information and Regulatory Affairs, 
Office of Management and Budget, “Securities 
and Exchange Commission Agency Rule List 
(Fall 2019),” https://www.reginfo.gov/public/do/
eAgendaMain?operation=OPERATION_GET_AGENCY_
RULE_LIST&currentPub=true&agencyCode=&show 
Stage=active&agencyCd=3235&Image58.x=46&Image 
58.y=16&csrf_token=23932B176234D9EEBC94A355C5 
ABD1DF1F7A6B1CFD96456AEB85EB590586500B99 
22497AC1392364D97D823530443142C590.
16 See Report to the Commission on Regulation 
Crowdfunding (Jun. 18, 2019), https://www.sec.gov/
files/regulation-crowdfunding-2019_0.pdf. In the 
Commission’s 2015 final release adopting the Regulation 
Crowdfunding exemption, the staff undertook to study 
and submit a report to the Commission on the impact 
of the regulation on capital formation and investor 
protection no later than three years following the effective 
date of the Regulation Crowdfunding exemption. See 
“Crowdfunding,” SEC Release No. 33-9974 (Oct. 30, 
2015). The release indicated that the report should 
include, but not be limited to, a review of: (1) issuer 
and intermediary compliance; (2) issuer offering limits 
and investor investment limits; (3) incidence of fraud, 
investor losses, and compliance with investor aggregates; 
(4) intermediary fee and compensation structures; 
(5) measures intermediaries have taken to reduce the 
risk of fraud, including reliance on issuer and investor 
representations; (6) the concept of a centralized database 
of investor contributions; (7) intermediary policies and 
procedures; (8) intermediary record keeping practices; and 
(9) secondary market trading practices.

36  |  U.S. SECURITIES AND EXCHANGE COMMISSION
17 See Amendments for Small and Additional Issues 
Exemptions Under the Securities Act (Regulation A), 
Release No. 33-9741, at Section II(A) (Mar. 25, 2015).
18 Id.
19 See M&A Brokers, SEC No-Action Letter  
(Feb. 4, 2014), https://www.sec.gov/divisions/marketreg/
mr-noaction/2014/ma-brokers-013114.pdf.
20 See American Bar Association (ABA) Report and 
Recommendations of the Task Force on Private Placement 
Broker-Dealers (Jun. 20, 2005), https://www.sec.gov/info/
smallbus/2009gbforum/abareport062005.pdf.
21 See SEC Roundtable on the Proxy Process (Nov. 15, 2018), 
https://www.sec.gov/proxy-roundtable-2018.
22 See Jay Clayton, Chairman, SEC, SEC Rulemaking  
Over the Past Year, the Road Ahead and Challenges  
Posed by Brexit, LIBOR Transition and Cybersecurity 
Risks (Dec. 6, 2018),  
https://www.sec.gov/news/speech/speech-clayton-120618.
23 See Commission Guidance Regarding Proxy Voting 
Responsibilities of Investment Advisers, SEC Release  
No. IA-5325 (Aug. 21, 2019).
24 See Commission Interpretation and Guidance  
Regarding the Applicability of the Federal Proxy  
Rules to Proxy Voting Advice, SEC Release  
No. 34-86721 (Aug. 21, 2019). 
25 Amendments to Exemptions from the Proxy Rules 
for Proxy Voting Advice, Release No. 34-87457 
(Nov. 5, 2019), https://www.sec.gov/rules/
proposed/2019/34-87457.pdf.
26 Procedural Requirements and Resubmission  
Thresholds under Exchange Act Rule 14a-8,  
Release No. 34-87458 (Nov. 5, 2019),  
https://www.sec.gov/rules/proposed/2019/34-87458.pdf.
27 The Forum was created by the Small Business  
Investment Incentive Act of 1980. The program  
with the full agenda for the day is available at  
https://www.sec.gov/oasb/sbforum.
28 https://business.creighton.edu
29 For more information on the Office of the Advocate  
for Small Business Capital Formation, visit  
https://www.sec.gov/oasb.
30 https://www.mahafestival.com
31 See https://www.omahachamber.org/wedontcoast.
32 See, e.g., Brad Feld, Startup Communities: Building an 
Entrepreneurial Ecosystem in Your City (2012), which 
details entrepreneurial ecosystem growth effects and 
opportunities, including an exemplar of Big Omaha’s 
startup efforts.
33 Harmonization Concept Release.
34 L. Frank Baum, The Wonderful Wizard of Oz (1900).
35 See, e.g., https://www.sbnation.com/2017/4/12/15279674/
peyton-manning-omaha-why-does-he-say-it-broncos-colts.
36 See, e.g., Amendments to Smaller Reporting Company 
Definition, Release No. 33-10513 (Jun. 28, 2018) [83 
FR 31992 (Jul. 10, 2018)]; Rule 701- Exempt Offerings 
Pursuant to Compensatory Arrangements, Release No. 
10520 (Jul. 18, 2018) [83 FR 34940 (Jul. 24, 2018)]; 
Amendments to Regulation A, Release No. 33-10591 
(Dec. 19, 2018) [84 FR 520 (Jan. 31, 2019)]; FAST 
Act Modernization and Simplification of Regulation 
S-K, Release No. 33-10618 (Mar. 20, 2019) [84 FR 
12674 (Apr. 2, 2019)]; Solicitations of Interest Prior to a 
Registered Public Offering (proposing release), Release 
No. 33-10607 (Feb. 19, 2019) [84 FR 6713 (Feb. 28, 
2019)]; Amendments to the Accelerated Filer and Large 
Accelerated Filer Definitions (proposing release), Release 
No. 34-85814 (May 3, 2019) [84 FR 24876 (May 29, 
2019)]; and Harmonization Concept Release.
37 The U.S. National Geodetic Survey regards a point 
approximately 20 mi north of Belle Fourche,  
South Dakota as the geographic center of the United States  
(when including Alaska and Hawaii in the calculation).  
For the contiguous states, the geographic center is two 
miles northwest of the town of Lebanon, Kansas. See 
Geographic Center of the United States, U.S. Department 
of Commerce, National Oceanic and Atmospheric 
Administration, National Ocean Survey, https://www.ngs.
noaa.gov/PUBS_LIB/GeoCenter_USA1.pdf.
38 Harmonization Concept Release.
39 See Wikipedia, Reuben Sandwich,  
https://en.wikipedia.org/wiki/Reuben_sandwich.
40 The term “accredited investor” is defined in Rule 501 of 
Regulation D. 17 C.F.R. § 230.501(a).
41 Harmonization Concept Release.
42 Id.

Thank you to our partners at the 
Heider College of Business at 
Creighton University!
 FROM L TO R:  
(SEC) Jenny Riegel, Martha Miller;  
(Creighton University) Dean Anthony Hendrickson,  
Catherine Kelly, Chuck Lenosky; 
(SEC) Julie Davis.

R E P O R T  O N  T H E

38th Annual 
Government-Business 

Forum on Small Business 
Capital Formation

AUGUST 14, 2019  |   OMAHA, NEBRASKA

U.S. SECURITIES AND EXCHANGE COMMISSION



The U.S. Securities and Exchange Commission conducts the Government-Business Forum on 

Small Business Capital Formation annually. The recommendations contained in this report were 

developed and drafted by the 2019 Forum participants. The recommendations are not endorsed 

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

this report, do not necessarily reflect the views of the SEC, its Commissioners or any of the SEC’s 

staff members. 

Digital copies of the  
2019 Forum materials  
are available online.  
Scan here to learn more.

Digital copies of the prior reports 
and other materials relating to 
previous Forums, dating back  
to 1993, are available online.  
Scan here to learn more.



MESSAGE FROM THE ADVOCATE

This year marks the first year of the SEC’s newest office: the Office 
of the Advocate for Small Business Capital Formation. It also marks 
the first year in which our new team planned and executed the SEC’s 
Annual Government-Business Forum on Small Business Capital 
Formation, an important event in which members of the public 
and private sectors gather to craft suggestions for securities policy 
impacting emerging companies and their investors.

In the pages that follow, you will find a record of this year’s 
Forum, including an executive summary of the Forum and the 

recommendations adopted by the participants. What is hard to capture in the four corners of this report is 
the enthusiasm brought by the talented and thoughtful participants who had an opportunity to talk openly 
and candidly about successes in capital formation, as well as ways that our securities law framework 
could be calibrated to work better for both companies and investors in the small business ecosystem. With 
many rulemaking initiatives currently underway at the SEC that are focused on striking the right balance 
by fostering capital formation and maintaining appropriate investor protections, including the recent 
rulemaking1 that seeks comment on ways to harmonize the exempt offering framework, there could not be 
a more exciting time for passionate capital formation advocates to convene.

On behalf of our Office, thank you to our Commissioners, speakers, panelists, and participants for 
an exceptionally productive and informative Forum. We also thank the Heider College of Business 
at Creighton University2 for partnering with us on this event, sharing their expertise, facilities, and 
welcoming us with warm hospitality. Our office will forever be Blue Jays fans. And equally important, 
thank you to the hardworking staff at the SEC for making this event such a success.

 
Sincerely,
MARTHA LEGG MILLER 

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  i

Advocate for Small Business Capital Formation

https://www.sec.gov/news/press-release/2019-97
https://www.sec.gov/news/press-release/2019-97
http://business.creighton.edu
http://business.creighton.edu


“[T]he thing we really have to battle 

here is the imposter syndrome that can 

be crippling for us here in the middle 

of the country. This idea that somehow 

there’s this knowledge or this base, this 

magic secret sauce that’s happening on 

the coast that we don’t have access to 

[but] that’s the key to success . . . when 

really we have all the ingredients here 

and we have really amazing talent.” 

JOHN WIRTZ
Co-founder and Chief Product Officer 

Hudl, Lincoln, NE 



CONTENTS

MESSAGE FROM THE ADVOCATE................................................................................................................ i

EXECUTIVE SUMMARY.......................................................................................................................................1

FORUM PARTICIPANTS’ RECOMMENDATIONS  

AND THE COMMISSION’S RESPONSES.......................................................................................................7

Small, Emerging Businesses..........................................................................................................................8

Mature and Later Stage Private Companies.........................................................................................10

Small Reporting Companies....................................................................................................................... 12

APPENDICES........................................................................................................................................................ 15

Appendix A  |  Agenda................................................................................................................................. 15

Appendix B  |  SEC Staff and Advisory Planning Group.................................................................. 17

Appendix C  |  Opening Remarks............................................................................................................. 21

Appendix D  |  Panelist and Moderator Biographies......................................................................... 31

Appendix E  |  About the Advocate for  

                        Small Business Capital Formation..............................................................................34

ENDNOTES........................................................................................................................................................... 35



“I think that . . . the cost affiliated 

with conforming to the rules 

are written for high net worth 

individuals. [B]ut the deals [in Indian 

Country] are so small that it’s cost 

prohibitive to [comply]. And I think 

it’s suppressing really entrepreneurial 

thoughts in more creative areas  

that are smaller projects.”

HEATHER DAWN THOMPSON
Founder and Lead Manager of  

Native American Capital’s Tribal Opportunity 

Zones Venture Group, Rapid City, South Dakota



REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  1

EXECUTIVE SUMMARY

The U.S. Securities and Exchange Commission’s 38th Annual Government-Business Forum on Small 
Business Capital Formation was hosted on August 14, 2019 in partnership with the Heider College 
of Business at Creighton University in Omaha, Nebraska. The full agenda for the event is included in 
Appendix A.

BACKGROUND
The SEC has conducted the Forum annually since 1982.3 The Forum is a unique event where members 
of the private and public sectors converge to identify and highlight issues they experience in accessing 
capital and investing in small business and then formulate solutions on which the SEC and Congress can 
take action. Holding this event in the self-described “Silicon Prairie”—an entrepreneurial frontier in the 
heartland of the country—provided fresh perspectives on capital formation. This year marks the third 
year in a row that the SEC has taken the Forum outside of Washington, DC to engage new voices in the 
capital formation conversation.

This year the SEC’s new Office of the Advocate for Small Business Capital Formation took over 
organization and execution of the Forum for the first time.4 The Office invited other federal government 
agencies, the North American Securities Administrators Association (NASAA, the organization 
representing state securities regulators), and professional organizations active in small business capital 
formation to participate in planning the 2019 Forum, including assisting with the agenda for the event 
and recruiting of speakers. The members of the Forum advisory planning group are listed in Appendix B.



2  |  U.S. SECURITIES AND EXCHANGE COMMISSION

OBJECTIVES
The Forum seeks to bring members of the private and public sectors of the small business community 
together to discuss small businesses’ experiences in accessing capital and investors’ experiences in investing 
in small businesses, highlighting successes and areas for policy improvement. The Forum provides an 
opportunity to hear fresh perspectives on capital formation, with the benefit of also highlighting local 
entrepreneurial ecosystems outside of Washington, DC. Throughout the event, members of the small 
business community have the opportunity to engage in thoughtful discussions about capital formation 
issues and collaboratively formulate recommendations to address those issues. 

Trade Association
4%

REGISTERED PARTICIPANT ROLES

Investor
7%

Academia
9%

Government
19%

Legal
28%

Business
32%

PARTICIPANTS
The Forum is open to members of the public, with 
representation including entrepreneurs and small business 
leaders, investors, market participants, and other thought 
leaders within the small business capital formation 
ecosystem. Participants are welcomed to attend in person or 
engage remotely via webcast and teleconference technology, 
which has offered an increasingly popular means to engage 
with audiences across the country who may be unable to 
travel to the event. This year the SEC communicated with 
the public about the event through multi-channel marketing, 
including traditional press releases, web content, social 
media, local press, and outreach via Creighton University 
and local entrepreneurial ecosystem leadership.

PROCEEDINGS
The Forum started with opening remarks during the plenary session from the SEC’s Advocate for 
Small Business Capital Formation Martha Legg Miller, Chairman Jay Clayton, Commissioner Robert 
J. Jackson, Jr., Commissioner Hester M. Peirce, Commissioner Elad L. Roisman, Commissioner 
Allison Herren Lee, and Dean Anthony R. Hendrickson of the Heider College of Business. Copies of 
the remarks are included in Appendix C.



REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  3

“CAPITAL FORMATION SUCCESS STORIES FROM THE  
SILICON PRAIRIE” PANEL5

After opening remarks, a regional panel discussed capital formation success stories from the Silicon 
Prairie. The panelists engaged in a thoughtful dialogue about various aspects of capital formation in the 
Midwest, including:

•	 the importance of creating your own 
entrepreneurial community and not seeking to 
replicate other communities’ models for success; 

•	 the role of proximity in angel investing;

•	 angel investors’ interest in participating in 
passive pooled vehicles;

•	 “traditional” investment opportunities in 
established companies versus small, emerging 
business investments; 

•	 the benefits of investor diversification and 
matching of risk tolerance profiles for less  
liquid investments; 

•	 the challenges with marketing to investors 
over the internet—an important and often 
inaccessible tool in exempt offerings—despite 
its ubiquitous role in other elements of small 
business operations; 

•	 cost of compliance, even in the exempt 
framework, which are often too high or 
burdensome for many companies; 

•	 revisiting the exemptions to address the gaps in 
funding between earlier-stage (e.g., under $1-3 
million) and larger capital raises (e.g., over $20 
million) in the so called “valley of death;”

•	 the unique challenges faced by Native American 
tribal communities fostering entrepreneurship, 
including challenges with the accredited 
investor definition; and

•	 the iterative aspirations for successful 
entrepreneurs, many of whom start with the 
ultimate goal of being acquired, and only on 
second and third entrepreneurial ventures begin 
envisioning an initial public offering  
as a potential path for success.



4  |  U.S. SECURITIES AND EXCHANGE COMMISSION

“HARMONIZATION: WHAT A CONCEPT!” PANEL6

A second panel explored options to harmonize the exempt offering framework, a timely topic 
given the open comment period on the SEC’s harmonization concept release.7 The panelists 
thoughtfully discussed a variety of topics, including:

• the scope of capital raising tools covered in  well for marketplace participants, such as the 
the Commission’s concept release on the private placement exemption and Rule 506(b) 
exempt offering framework and areas where safe harbor;
the Commission is actively seeking marketplace 
feedback for future rulemaking activity; • the prevalence of early comments regarding 

revising the accredited investor definition,  
• the role of private markets in fostering the  which Director Bill Hinman noted may be an 

next generation of potential public companies; early “harmonization” rulemaking priority;

• the challenges companies and investors  • opportunities to focus regulatory attention 
face in navigating the complex exemption and liability on the actual sale of securities to 
framework, with the goal of harmonization investors rather than on the offering, which 
being to simplify the system and reduce points could align well with liability protections for 
of friction; investors while also simplifying compliance  

for issuers; and
• the observation that most companies do not 

raise capital through a linear “life cycle” • suitable means to provide retail investors with 
trajectory using exemptions in sequence, but access to diversified funds investing in the 
rather that capital is often raised in simultaneous private markets that provide appropriate risk 
or adjacent raises using multiple exemptions; mitigation and alignment of interests between 

investors and fund managers.
• the importance of maintaining the elements 

of the exempt framework that are functioning 



REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  5

Opening remarks and the two morning panel discussions were accessible through a live webcast on the 
Commission’s website. A written transcript8 of the opening remarks and morning panel discussions is 
available online, along with an archived video recording.9

BREAKOUT GROUP MEETINGS
The remainder of the 2019 Forum was devoted to three breakout group meetings based upon stages of 
the capital raising life cycle, including (1) Small, Emerging Businesses, (2) Mature and Later Stage Private 
Companies, and (3) Small Reporting Companies. The afternoon breakout group sessions were accessible 
via teleconference technology.

The breakout groups began by utilizing online polling technology to identify the top capital formation 
issues facing small businesses within the breakout group’s market segment, many of which overlapped 
across market segments, indicating the scope of issues’ impact across the market. A table of the issues 
raised by participants is included below (with issues presented in alphabetical order).

SMALL, EMERGING BUSINESSES MATURE AND LATER STAGE PRIVATE 
COMPANIES

SMALL REPORTING COMPANIES

access to capital compliance costs compliance costs

accredited investor limits disclosures for unaccredited investors corporate governance

complexity finders exempt offering revisions

compliance costs secondary liquidity secondary liquidity

lack of clarity

After identifying top issues, participants in each of the breakout groups developed five recommendations 
for policy change to provide the Commission with strategic direction on areas for future action. 
Participants were keen to share their perspectives and contribute to the development of the policy 
priorities for capital formation. Before the conclusion of each session, breakout session attendees 
prioritized the session’s recommendations using online voting technology.

CONCLUSIONS
There is a clear demand for capital to support emerging companies across the spectrum of small 
businesses, from start-ups to smaller public companies. Both the plenary session speakers and breakout 
group participants highlighted where the securities laws work well and should be maintained, as well 
as areas in which there is room for improvement. It was also evident from the discussions that no single 
solution or tweak to a single aspect of the capital formation continuum will solve the pressing capital 
needs of growing businesses. Rather, regulators and lawmakers must continue to focus on supporting the 
entire ecosystem of companies, investors, and marketplace participants who make our country’s economy 
so vibrant. 

https://www.sec.gov/files/2019-sec-government-business-forum-small-business-capital-formation-transcript.pdf
https://www.sec.gov/files/2019-sec-government-business-forum-small-business-capital-formation-transcript.pdf


“[O]verall, my perspective on the 

eligible pool of investors is that it’s  

very strong, but there are initiatives 

that we need to put in place to be 

able to grow the actual base of 

active angel investors from within 

that pool.” 

STEPHANIE LUEBBE
Executive Director, Nebraska Angels 

Lincoln, NE



REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  7

FORUM PARTICIPANTS’ 
RECOMMENDATIONS AND THE 
COMMISSION’S RESPONSES

Forum participants during the morning panel discussion.

The recommendations of the Forum participants are presented below by breakout session group in their 
order of ranked priority.10 The priority ranking is intended to provide guidance to the Commission as to 
the importance and urgency the attendees of that session assigned to the respective recommendations.

The Commission’s responses to the Forum recommendations appear below, along with a list of any 
corresponding initiatives to which the recommendations relate.11 As a general matter, where a Forum 
recommendation relates to an initiative as to which the Commission has solicited or expects to solicit 
public comment, the recommendation will be considered as part of that initiative, along with other 
comments received. The Commission also may be pursuing initiatives that are responsive to Forum 
recommendations but that have not yet been made public, and any such initiatives are not reflected  
in the list below. 



SMALL, EMERGING BUSINESSES
Companies within this segment of the market generally raise capital through some combination of 
bootstrapping, self-financing, bank debt, friends and family, crowdfunding, angel investors, and seed 
rounds. This funding is commonly used to get companies off the ground and through early prototypes.

Recommendation: Accredited Investor Definition

Revise the accredited investor definition as follows: 
•	 For natural persons, in addition to the income and net worth thresholds  

in the definition, add a sophistication test as an additional way to qualify; 
•	 Provide tribal governments parity with state governments; and
•	 Revise the dollar amounts to scale for geography, lowering the thresholds  

in states/regions with a lower cost of living.

8  |  U.S. SECURITIES AND EXCHANGE COMMISSION

PRIORITY 1 
(TIE)

WEIGHTED 
SCORE 4.3

Commission Response

As indicated on the Fall 2019 Unified Agenda of Federal Regulatory and Deregulatory Actions (Fall 
2019 Unified Agenda),12 the Division of Corporation Finance is considering recommending that the 
Commission propose amendments to expand the definition of accredited investor under Regulation D  
of the Securities Act of 1933 (Securities Act). 

On June 18, 2019, the Commission published for public comment a concept release on ways to simplify, 
harmonize and improve the exempt offering framework to promote capital formation and expand 
investment opportunities while maintaining appropriate investor protections.13 Part of this initiative 
includes seeking public comment on whether current rules that limit who can invest in certain offerings 
should be expanded to focus on criteria other than wealth of the investor.14 The concept release also seeks 
comment on whether the Commission should consider rule changes to expand the types of entities that 
may qualify as accredited investors.

Staff in the Division of Corporation Finance will consider this Forum recommendation in connection  
with these initiatives.

Recommendation: Clarity and Education

Improve clarity and education on a variety of matters as follows:
•	 Use consistent terms in exempt offering rules for ease of understanding;
•	 Utilize bright line rules and examples to provide clarity for investors, small 

businesses, and lawyers; and 
•	 Provide education on what is a security and what is not.

PRIORITY 1 
(TIE)

WEIGHTED 
SCORE 4.3

Commission Response

Staff in the Divisions of Corporation Finance, Investment Management, and Trading and Markets, Office 
of the Advocate for Small Business Capital Formation, and Office of Investor Education and Advocacy 
will consider this Forum recommendation in connection with ongoing initiatives.



Recommendation: Finders

The SEC, and possibly FINRA, should look into who finders are and what the 
different categories might be for participation in transactions. Rules should be  
explicit and clear for purposes of determining the categories of finders and what 
constitutes “engaging in the business of effecting transactions in securities” that 
triggers classification as a broker.

PRIORITY 3

WEIGHTED 
SCORE 4.1

Commission Response

As indicated on the Fall 2019 Unified Agenda of Federal Regulatory and Deregulatory Long-term Actions 
(Fall 2019 Unified Agenda Long-term Actions),15 the Division of Trading and Markets is considering 
recommending that the Commission propose rules concerning the status of finders for purposes of Section 
15(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).

Staff in the Division of Trading and Markets will consider this Forum recommendation in connection 
with this initiative.

Recommendation: Pooled Investment Vehicles

Expand access to quality deals through new or alternative investment vehicles to 
allow non-accredited investors to participate on same terms as accredited investors.

PRIORITY 4

WEIGHTED 
SCORE 4.0

Commission Response

In the Harmonization Concept Release, the Commission sought public comment on 
whether retail investors should be allowed greater exposure to growth-stage issuers through pooled 
investment funds in light of the potential advantages of investing through such funds, including the ability 
to have an interest in a diversified portfolio.

Staff in the Division of Investment Management will consider this Forum recommendation in connection 
with this initiative. 

Recommendation: Crowdfunding

Revise Regulation Crowdfunding rules to allow accredited investors to make 
unlimited investments and raise the maximum limit on the overall deal.

PRIORITY 5

WEIGHTED 
SCORE 3.9

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  9

Commission Response

Staff in the Divisions of Corporation Finance and Trading and Markets will consider 
this Forum recommendation, and the findings from the staff’s report on Regulation Crowdfunding,16  
in connection with the earlier described initiative on ways to harmonize and improve the exempt  
offering framework under the Securities Act. The Harmonization Concept Release specifically seeks 
comment on the overall offering limit and individual investment limits contained in Regulation 
Crowdfunding. The staff also expects to continue consulting with FINRA regarding the implementation 
of Regulation Crowdfunding.



In addition, as indicated on the Fall 2019 Unified Agenda, the Division of Corporation Finance is 
considering recommending that the Commission propose amendments to Regulation Crowdfunding to 
address any staff recommendations resulting from the staff report to the Commission on the regulation.

MATURE AND LATER STAGE PRIVATE COMPANIES
Companies within this segment of the market are generally growing and looking for larger amounts of 
capital that can fund operations of scale, ventures into new verticals, and preparation for public markets. 
Most often these investors are institutional in nature, whether syndicate groups, venture capital, private 
equity, or even public funds.

Recommendation: Regulation A – Federal Preemption

Provide federal preemption for all resales of securities sold in a Regulation A Tier 2 
offering, provided that the issuer is current in its Tier 2 reporting. 
 

PRIORITY 1

10  |  U.S. SECURITIES AND EXCHANGE COMMISSION

WEIGHTED 
SCORE 4.4

Recommendation: Regulation A – Exchange Act § 12(g)

Provide an unconditional exemption from Exchange Act § 12(g) for all Regulation A 
Tier 2 reporting companies, provided that the issuer is current in its Tier 2 reporting.

PRIORITY 2

WEIGHTED 
SCORE 4.1

Commission Response

In the Commission’s 2015 final release adopting amendments to Regulation A, 
Commission staff undertook to study and submit a report to the Commission no later than five years 
following the adoption of these amendments on the impact of both the Tier 1 and Tier 2 offerings on 
capital formation and investor protection.17 The final release indicates that the report will include, but 
not be limited to, a review of: (1) the amount of capital raised under the amendments; (2) the number 
of issuances and amount raised by both Tier 1 and Tier 2 offerings; (3) the number of placement agents 
and brokers facilitating the Regulation A offerings; (4) the number of Federal, State, or any other actions 
taken against issuers, placement agents, or brokers with respect to both Tier 1 and Tier 2 offerings; and 
(5) whether any additional investor protections are necessary for either Tier 1 or Tier 2.18

Staff in the Division of Corporation Finance will consider these Forum recommendations, and the 
findings from the staff’s Report on Regulation A, in connection with the earlier described initiative 
on ways to harmonize and improve the exempt offering framework under the Securities Act. The 
Harmonization Concept Release specifically seeks comment on whether the Commission should extend 
federal preemption to additional offers and sales of securities and whether the conditional Section 12(g) 
exemption for Regulation A Tier 2 securities should be modified. 

In addition, as indicated on the Fall 2019 Unified Agenda, the Division of Corporation Finance is 
considering recommending that the Commission propose amendments to Regulation A to address any 
staff recommendations resulting from the reviews of the regulation.



Recommendation: Finders

Codify the relief envisioned in the M&A Brokers No Action Letter19 to harmonize 
state and federal law and provide clear guidance on the circumstances in which a 
finder needs to be regulated, consistent with the ABA recommendations.20

PRIORITY 3 
(TIE)

WEIGHTED 
SCORE 3.6

Commission Response

As indicated on the Fall 2019 Unified Agenda Long-term Actions, the Division of Trading and Markets 
is considering recommending that the Commission propose rules concerning the status of finders for 
purposes of Section 15(a) of the Exchange Act.

Staff in the Division of Trading and Markets will consider this Forum recommendation in connection 
with this initiative.

Recommendation: Pooled Investment Vehicles

Provide a series of Investment Company Act exemptions for diversified funds selling 
securities under Regulation A, Regulation Crowdfunding, and Regulation D (which 
will also provide a vehicle for non-accredited investor participation).

PRIORITY 3 
(TIE)

WEIGHTED 
SCORE 3.6

Commission Response

Although the Commission did not request public comment on providing potential exemptions under the 
Investment Company Act for offerings by pooled investment vehicles under Regulation A, Regulation 
Crowdfunding, and Regulation D in the Harmonization Concept Release, staff in the Division of 
Investment Management will consider this Forum recommendation in connection with this initiative.

Recommendation: Micro-Offerings

Provide a new exemption for investments of less than $25,000 for up to 35  
non-accredited investors, where all investors have access to the same disclosures  
about the issuer.

PRIORITY 5

WEIGHTED 
SCORE 3.1

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  11

Commission Response

Staff in the Division of Corporation Finance will consider this Forum recommendation in connection 
with the earlier described initiative on ways to harmonize and improve the exempt offering framework 
under the Securities Act. The Harmonization Concept Release specifically seeks comment on whether 
the Commission should add a micro-offering or micro-loan exemption and, if so, what an appropriate 
aggregate offering limit would be.



SMALL REPORTING COMPANIES
Companies can access broad pools of investors when they conduct public offerings, allowing companies to 
raise large amounts of money to fund activities such as research and development, capital expenditures, or 
debt service. Public offerings also provide liquidity to early-stage investors and publicity for the company.

12  |  U.S. SECURITIES AND EXCHANGE COMMISSION

Recommendation: Proxy Process Reform

Reform the rules governing the proxy process to inspire confidence in the voting 
process, drive shareholder engagement, and bolster long-term value creation by:
•	 providing for effective oversight of proxy advisory firms under Rule 14a-2(b),  

with a focus on conflicts of interest, accuracy, transparency, and issuer-specific  
decision making;

•	 emphasizing the fiduciary duty that investment advisers owe to their clients,  
including when investment advisers rely on proxy advisory firms for vote  
recommendations; and

•	 amending the submission and resubmission thresholds for shareholder  
proposals under Rule 14a-8.

PRIORITY 1 
(TIE)

WEIGHTED 
SCORE 4.4

Commission Response

In November 2018, the SEC staff hosted a roundtable to engage with the public on the proxy process, 
including a discussion of the topic of investment advisers’ use of proxy advisory firms.21 Chairman 
Clayton has asked the staff to look at the issues raised in the roundtable on this topic and formulate 
recommendations for the Commission’s consideration.22

In August 2019, the Commission issued guidance to assist investment advisers in fulfilling their proxy 
voting responsibilities.23 At the same time, the Commission issued an interpretation clarifying that proxy 
voting advice provided by proxy advisory firms generally constitutes a solicitation under the federal proxy 
rules and provided related guidance about the application of the proxy solicitation antifraud rule to proxy 
voting advice.24

On November 5, 2019 the Commission proposed amendments to its rules governing proxy solicitations 
to help ensure that investors who use proxy voting advice receive more accurate, transparent, and 
complete information on which to make their voting decisions.25 The proposed amendments would, 
among other things, condition the availability of certain existing exemptions from the information 
and filing requirements of the federal proxy rules for proxy voting advice businesses upon additional 
disclosure and procedural requirements. These conditions include providing registrants and other 
soliciting persons an opportunity to review and provide feedback on proxy voting advice before it is 
issued and requiring proxy voting advice businesses to include disclosure of material conflicts of interest 
in their proxy voting advice.

On the same date, the Commission also proposed amendments to certain procedural requirements and 
the provision relating to resubmitted proposals under the shareholder-proposal rule.26 The proposed 
amendments would, among other things, replace the current ownership requirements with a tiered 



approach that would provide three options for demonstrating an ownership stake through a combination 
of amount of securities owned and length of time held. The proposed amendments would also raise the 
current resubmission thresholds of 3, 6, and 10 percent to 5, 15, and 25 percent, respectively and add a 
new provision that would allow companies to exclude shareholder proposals under certain circumstances 
where shareholder support for the matter has declined.

Staff in the Divisions of Corporation Finance and Investment Management have considered and will 
continue to consider this Forum recommendation in connection with these initiatives.

Recommendation: Significant Holdings of Publicly-Traded  

Equity Securities

Increase the disclosure requirements around significant holdings of publicly-traded 
equity securities by: 
•	 mandating timely disclosure of significant short positions in all public issuers; 
•	 extending Exchange Act § 13(f) to over the counter (OTC)-traded securities; 
•	 prohibiting insiders and affiliates from holding shares in an objecting beneficial 

owner (OBO) account; and 
•	 requiring disclosure of insider and affiliate transactions in securities of non-SEC  

reporting companies, in a manner similar to Forms 3, 4, and 5.

PRIORITY 1 
(TIE)

WEIGHTED 
SCORE 4.4

Commission Response

Staff in the Divisions of Corporation Finance, Trading and Markets, and Investment Management  
will consider this Forum recommendation and consult, as needed, with relevant stakeholders.

Recommendation: Accelerated Filer Definition

Align the definition of non-accelerated filers with the definition of smaller reporting 
companies (SRC), to include issuers with a public float of less than $250 million or 
with annual revenues of less than $100 million (and either no public float or a public 
float of less than $700 million).

PRIORITY 1 
(TIE)

WEIGHTED 
SCORE 4.4

REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  13

Commission Response

On May 9, 2019, the Commission proposed amendments to the “accelerated filer” definition in Rule 
12b-2 of the Exchange Act that would have the effect of reducing the number of registrants that are 
subject to the Sarbanes-Oxley Act Section 404(b) attestation requirement. The proposed rules would, 
among other things, exclude from the accelerated and large accelerated filer definitions an issuer that 
is eligible to be an SRC and had no revenues or annual revenues of less than $100 million in the most 
recent fiscal year for which audited financial statements are available. The proposal also discusses, as an 
alternative to the proposed amendments, excluding all SRCs from the accelerated filer definition. 

Staff in the Division of Corporation of Finance will consider this Forum recommendation in connection 
with this initiative.



Recommendation: Promoter and Transfer Agent Disclosure

Require additional disclosure from paid promoters and transfer agents by:
•	 amending Securities Act §  17(b) and/or promulgating rules thereunder to require 

additional disclosure about paid stock promotion to make online information 
sources safer, deter misleading sales pressure and prevent fraudulent  
“pump-and-dump” schemes; and

•	 modernizing transfer agent regulations to increase the amount of information  
on the issuance, ownership and transfer history of shares available to  
broker-dealers and investors.

PRIORITY 4

WEIGHTED 
SCORE 3.2

Commission Response

In December 2015, the Commission issued the Transfer Agent Regulations Advance Notice of Proposed 
Rulemaking and Concept Release, which discussed potential amendments to the transfer agent rules that 
the Commission is considering proposing and requested public comment on relevant concepts and issues.

On September 26, 2018, staff of the Division of Trading and Markets hosted a panel discussion as part 
of the roundtable program Combating Retail Investor Fraud (which was one in a series of roundtable 
discussions on Equity Market Structure). The panel discussed the issue of transfer agent practices in 
connection with restrictive legends on restricted securities. 

As indicated on the Fall 2019 Unified Agenda, the Division of Trading and Markets is considering 
recommending that the Commission propose rule amendments to update the transfer agent rules.

Staff in the Division of Trading and Markets will consider this Forum recommendation in connection 
with this initiative.

Recommendation: OTC Securities Clearing And Depositing

Issue guidance and develop best practices concerning the clearing and depositing of 
OTC securities to ensure that low-risk OTC securities can be deposited and cleared 
within clear regulatory guidelines.

PRIORITY 5

WEIGHTED 
SCORE 2.8

14  |  U.S. SECURITIES AND EXCHANGE COMMISSION

Commission Response

Staff in the Division of Trading and Markets will consider this recommendation and consult, as needed, 
with relevant stakeholders.REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  15

APPENDICES

Appendix A  |  AGENDA 

9:00 a.m.	 Call to Order 
» Martha Legg Miller, SEC Advocate for Small Business Capital Formation

	 Remarks 
» SEC Chairman Jay Clayton 
» Commissioner Robert J. Jackson Jr.  
» Commissioner Hester M. Peirce 
» Commissioner Elad L. Roisman 
» Commissioner Allison Herren Lee

	 Opening Remarks 
» Dean Anthony R. Hendrickson, Heider College of Business, Creighton University

9:30 a.m.	 Capital Formation Success Stories from the Silicon Prairie 

	 Moderator 
» Martha Legg Miller, SEC Advocate for Small Business Capital Formation

	 Panelists 
» Allie Esch, Principal, Dundee Venture Capital (Omaha, NE) 
» Keith Fix, Founder and CEO, Retail Aware (Omaha, NE) 
» Stephanie Luebbe, Executive Director, Nebraska Angels (Lincoln, NE) 
» Claire McHenry, Deputy Director, Bureau of Securities,  
   Nebraska Department of Banking and Finance (Lincoln, NE) 
» Jeff Slobotski, Entrepreneur, Router Ventures, and  
   Founder of Big Omaha and Silicon Prairie News (Omaha, NE) 
» Heather Dawn Thompson, Founder and Lead Manager of Native American 
   Capital’s Tribal Opportunity Zones Venture Group (Rapid City, SD) 
» John Wirtz, Co-founder and Chief Product Officer, Hudl (Lincoln, NE) 

11:00 a.m.	 Break



16  |  U.S. SECURITIES AND EXCHANGE COMMISSION

Appendix A  |  AGENDA (continued) 

11:15 a.m.	 Harmonization: What a Concept!  
Exploring Options to Reshape the Offering Framework 

	 Moderators 
» William Hinman, Division Director, SEC Division of Corporation Finance 
» Martha Legg Miller, SEC Advocate for Small Business Capital Formation

	 Panelists 
» Bart Dillashaw, Founder, Enterprise Legal Studio 
» Sara Hanks, CEO, CrowdCheck, Inc. 
» Keith F. Higgins, Chair, Corporate and Securities Practice, Ropes & Gray LLP 
» Jennifer A. Zepralka, Chief, Office of Small Business Policy,  
   SEC Division of Corporation Finance

12:15 p.m.	 Instructions for Breakout Session Formulation of Issues and Recommendations

12:30 p.m. 	 Lunch 

2:00 p.m.	 Breakout Groups Assemble to Identify Capital Formation Issues and  
Develop Recommendations to Address Those Issues

	 » Small, Emerging Businesses 
   Moderator: Carla Garrett, Partner, Potomac Law Group

	 » Mature and Later Stage Private Companies 
   Moderator: Bart Dillashaw, Founder, Enterprise Legal Studio

	 » Small Reporting Companies 
   Moderator: Irina V. Fox, Associate Professor, Creighton University, School of Law

3:00 p.m.	 Break

3:15 p.m.	 Breakout Groups Reassemble 

4:30 p.m.	 Vote to Prioritize Recommendations

5:00 p.m.	 Networking Reception



REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  17

Appendix B  |  SEC STAFF AND ADVISORY PLANNING GROUP 

SEC Staff Team

Anthony Barone
Special Counsel, Office of Small Business Policy, 
Division of Corporation Finance

Emerald Greywoode Boston-Mammah
Special Counsel, Office of the Advocate for  
Small Business Capital Formation

Julie Zelman Davis
Senior Special Counsel, Office of the Advocate  
for Small Business Capital Formation

Rebecca Franciscus
Senior Counsel, Office of Operations, Denver 
Regional Office

Kurt Gottschall
Regional Director, Denver Regional Office

William Hinman
Director, Division of Corporation Finance

Martha Legg Miller
Director, Office of the Advocate for  
Small Business Capital Formation

Jennifer Green Riegel
Special Counsel, Office of the Advocate for  
Small Business Capital Formation

Malika Sullivan
Executive Assistant, Office of the Advocate for 
Small Business Capital Formation

Jennifer A. Zepralka
Chief, Office of Small Business Policy,  
Division of Corporation Finance

We would also like to acknowledge the teams that worked across the agency to help make this event 
possible, including the Office of Public Affairs, the Office of Information Technology, and the Office of 
Human Resources’ SEC University.



18  |  U.S. SECURITIES AND EXCHANGE COMMISSION

Forum Advisory Planning Group

Chair​	 	 Martha Legg Miller
		  Director, Office of the Advocate for Small Business Capital Formation  
		  U.S. Securities and Exchange Commission, Washington, DC

Government/Regulatory Representatives

Gregory J. Dean, Jr.
Senior Vice President,  
Office of Government Affairs,  
Financial Industry Regulatory Authority, 
Washington, DC

Kipp Kranbuhl
Principal Deputy Assistant Secretary,  
Department of the Treasury,  
Washington, DC

Mary Ellen Mitchell-Whisnant
Acting Director, Office of Small Business, 
Community Development, and Affordable 
Housing Policy, Department of the Treasury, 
Washington, DC

Robin A. Prager
Senior Adviser, Division of Research and Statistics, 
Board of Governors of the Federal Reserve System, 
Washington, DC 

Representatives of Business and Professional Organizations

Brandon Andrews
Co-Founder, Gauge, Washington, DC

Charles Crain
Director, Tax & Domestic Economic Policy, 
National Association of Manufacturers, 
Washington, DC

John Dearie
Founder & President, Center for American 
Entrepreneurship, Washington, DC

Robert Drake
Small Business & Member Development Leader,   
Greater Omaha Chamber, Omaha, NE

Justin Field
Senior Vice President of Government Affairs, 
National Venture Capital Association, 
Washington, DC

Anthony R. Hendrickson
Dean, Heider College of Business,  
Creighton University, Omaha, NE

Jennifer Keiser Neundorfer
Founding Partner, Jane VC, Boston, MA

Karen Kerrigan
President & CEO, Small Business & 
Entrepreneurship Council, Vienna, VA

Catherine Lang
State Director, Nebraska Business  
Development Center; Assistant Dean,  
University of Nebraska Omaha College  
of Business Administration, Omaha, NE

Lauren Martin
Executive Director, Maha Festival and Conference, 
Omaha, NE



REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  19

Candice Matthews Brackeen
Executive Director and Co-Founder,  
Hillman Accelerator, Cincinnati, OH

Brett T. Palmer
President, Small Business Investor Alliance, 
Washington, DC 

Michael Pieciak
Commissioner, Vermont Securities Division, 
Department of Financial Regulation; 
Corporation Finance Section Chair,  
North American Securities Administrators 
Association, Inc., Montpelier, VT

Bonnie J. Roe
Partner, Cohen & Gresser LLP; Chair of the 
Small Business Issuers Subcommittee of the 
American Bar Association Business Law Section’s 
Committee on Federal Regulation of Securities, 
New York, NY

Erik Rust
Director, Center for Capital Markets 
Competitiveness, U.S. Chamber of Commerce, 
Washington, DC

Lisa Schaefer
Director, Tax and Financial Services Policy, 
Biotechnology Innovation Organization, 
Washington, DC

John Stanford
Co-Executive Director, Small Business 
Roundtable; Managing Partner, Prism Group,  
Washington, DC



“[C]losed-end funds could be an area, 

particularly funds of funds, where 

an investor could participate in a 

closed-end fund that was traded on an 

exchange and that invested in private 

equity funds and venture capital 

funds, and had a manager who was 

managing a pool of those assets.”

KEITH F. HIGGINS
Chair, Corporate and Securities Practice,  

Ropes & Gray LLP



REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  21

Appendix C  |  OPENING REMARKS

Remarks of Martha Legg Miller 

SEC Advocate For Small Business Capital Formation

Good morning and welcome everyone. On behalf of the U.S. Securities and Exchange Commission, I 
am pleased to see each of you here today for the 38th annual Government-Business Forum on Small 
Business Capital Formation.27 We are particularly grateful to the Heider College of Business at Creighton 
University28 for hosting us and helping make this event a success. I am thrilled to see in the room today 
a mix of familiar and new faces joining us here in Omaha to shape the future of small business capital 
formation. The Forum is a unique event where members of the private and public sectors converge to 
identify and highlight issues they experience in accessing capital and investing in small businesses and then 
formulate solutions on which we can take action.

For those I have not yet had the opportunity to meet, I am Martha Miller, the SEC’s new Advocate for 
Small Business Capital Formation—a long title proportionate to our big mission of working to support 
capital formation consistent with the SEC’s mission. For those who are familiar with the Forum, you may 
have noticed a change this year: our new office has taken over planning and organizing this important 
event. We owe special thanks to Julie Davis, Jenny Riegel, and Malika Sullivan for the heavy lift of 
planning what I know will be a thought-provoking and productive day. Beyond the Forum, our office is 
responsible for advocating for policy solutions that encourage capital formation across the spectrum of 
small businesses and their investors, from the smallest start up scaling with seed capital all the way to a 
reporting company that has a public float under $250 million.29 We have received tremendous support 
from across the agency in operationalizing our start-up office in record time. The support that our office 
and this event have enjoyed from each of the Commissioners is a testament to their commitment to 
small businesses and their investors, and we are thrilled to have them all here today. I want to especially 
welcome the SEC’s newest Commissioner, Allison Lee.

http://business.creighton.edu
http://business.creighton.edu


22  |  U.S. SECURITIES AND EXCHANGE COMMISSION

Before we move into the program, I will make an omnibus disclaimer on behalf of all speakers and 
presenters that the comments shared by any SEC employee or Commissioner represent their own 
individual perspectives and not necessarily the perspective of the Commission. I hope that by disclaiming 
for all up front, we can break for lunch five minutes early with the time saved.

As we began planning the 2019 Forum, we wanted to venture outside of DC to take in fresh perspectives 
on capital formation. Familiar with the Maha Discovery Festival,30 an entrepreneurship conference 
formerly known as Big Omaha that takes places this week, we knew that this region was defining 
entrepreneurship with its own unique “Silicon Prairie” personality. The local Chamber of Commerce’s 
motto says it best: “We don’t coast.”31 It’s both a factual statement for a state situated in the heart of the 
country far from the coastal cities whose large VC deals and IPOs are often in the spotlight. “We don’t 
coast” is also an apt metaphor for a community framing its identity through the power of hard work, not 
content to drift along aimlessly.

That intentional, build-it-yourself mentality reflects the 
region’s pioneer roots, when people came to Nebraska 
to start a new adventure, whether by settling on the 
prairie or by venturing further west into uncharted 
territory. A century later, Nebraska entrepreneurs 
and innovators filled American homes with their 
novel and practical inventions, from food products 
like the first boxed cake mix, microwave TV dinners, 
Raisin Bran and the Reuben sandwich; to time saving 
inventions like pink foam hair curlers to style hair 
overnight, the ski lift to get up the mountain faster, 
and even Cliff’s Notes to make studying a breeze; to 
life saving inventions like the 911 system of emergency 
communications we now use nationwide. This is a 

region where ideas take root and innovators figure out how to scale, evidenced by the pervasiveness of the 
aforementioned inventions. Today Omaha is perhaps known best for the College World Series, its famous 
steaks, and the Oracle of Omaha, Warren Buffett.

I highlight these elements of Nebraska’s entrepreneurial spirit to shine a light on the importance 
of entrepreneurial ecosystems. In a world where technology bridges many geographic boundaries, 
entrepreneurship still is largely a local phenomenon, occurring in early stages through networks of 
founders, funders and talent who operate in proximity through relationships of trust, experience, and 
accountability.32 After welcoming remarks from our Commissioners, we will hear from leaders in the 
regional entrepreneurial ecosystem, starting with remarks from Dean Hendrickson of the Heider College 
of Business. After that we will kick off a panel titled “Capital Formation in the Silicon Prairie” to hear 
from local experts about how companies and investors are finding success in building and growing 
companies here in the prairie states.

“Capital formation and investing in 

promising new companies is critical 

to the future of our economy, from 

creating new jobs, to developing 

new solutions to emerging 

problems, to seeding companies 

that may one day ring the opening 

bell as a public company.”

http://mahafestival.com


REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  23

SEC Commissioners and “Harmonization: What a Concept” panelists.

We will then proceed with a panel titled “Harmonization: What a Concept!” to delve into the current 
concept release on harmonization of the exempt offering framework.33 Our rulemaking leadership will 
take you behind the Emerald Curtain on the ideas being discussed—an apt metaphor in the hometown of 
the Wizard from L. Frank Baum’s classic story.34 We look forward to hearing from Bill Hinman, Director 
of the Division of Corporation Finance, and his team, alongside leaders from the field who will share 
insights into the breadth of this rulemaking initiative. Our speakers from both panels this morning will 
lay the groundwork for your thoughtful discussion this afternoon of the capital formation issues facing 
small businesses and their investors and formulation of recommendations to address those issues.

We are fortunate to have with us today a wide range of businesses, their investors, and other market 
participants in the small business ecosystem, and we want to kick off this afternoon’s discussion with 
hearing your views on the most significant capital formation issues. For example, what are the issues 
that small businesses have with securing access to capital? What are the issues facing entrepreneurial 
investors? We hope this discussion of the issues will help guide, focus, and prioritize your discussion of 
recommendations to address the issues identified in small business capital formation.



24  |  U.S. SECURITIES AND EXCHANGE COMMISSION

Participants may join breakout sessions along three tracts, depending on the stage of capital formation of 
interest: (1) seed and early stage capital, (2) growth and mature capital, and (3) public capital for smaller 
reporting companies. We have shifted the structure of the breakout sessions to encourage discussion 
among Forum participants based upon your expertise with niches within the capital formation lifecycle, 
although we welcome you to move between rooms.

Capital formation and investing in promising new companies is critical to the future of our economy, 
from creating new jobs, to developing new solutions to emerging problems, to seeding companies that 
may one day ring the opening bell as a public company. The nature of what it means to raise capital, 
thrive and scale has changed in the past few decades. Today you can help us craft a vision for what the 
securities framework should look like to ensure that we are well positioned for a vibrant future ahead.

In closing, for fans of professional football, you may be familiar with Peyton Manning’s famous shouting 
of “OMAHA, SET HUT!” from the line of scrimmage.35 While somewhat mysterious in its origins, 
Manning famously shouted the name of the city where we are gathered today to signal play changes to 
his team. He had a unique ability to read the field, react and adjust at the line, cryptically signaling to his 
team how the play would change with the single word “OMAHA!” This afternoon I hope that you will 
do more than cryptically shout “OMAHA!” to signal that the rulebook needs to change without further 
direction. Tell us how you would redraw the playbook to work better for issuers and investors.

Thank you for spending the day with us. It is now my pleasure to welcome Chairman Jay Clayton and 
the other Commissioners to share their opening remarks.



REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  25

Remarks of SEC Chairman Jay Clayton

Thank you, Martha [Miller] and the staff in the Office of the 
Advocate for Small Business Capital Formation for taking the lead in 
organizing this 38th annual Government-Business Forum. This is our 
first small business forum under the leadership of Martha and her 
office, which already have substantially contributed to our efforts to 
engage with small business owners, investors and entrepreneurs.

I also am pleased that we are continuing the trend of taking the 
small business forum to new locations across the country. Our 
generous host this year is the Heider College of Business at Creighton 

University. Thank you Dean Anthony R. Hendrickson for opening your doors to the SEC. I also want to 
thank the panelists and moderators who are sharing their insights and experience with us today.

I am particularly pleased that we are holding the small business forum in Omaha this year, the heart of 
the “Silicon Prairie,” a term used to loosely define a region that includes Missouri, Indiana, Iowa, Kansas, 
South Dakota, and Nebraska. A particular focus of mine has been to facilitate small business access to 
capital across the United States, not just in the traditional centers for capital in the two coasts.36 While 
there are a couple of places that claim the title of being the geographic center of the United States,37 at 
more than 1,400 miles from Boston and almost 1,700 miles from Silicon Valley, I am confident that this is 
the closest to the center of the country that the small business forum has ever convened.

Hosting the small business forum in Omaha allows us to learn from and showcase the small businesses 
that have been successful at raising capital outside the two coasts. Yesterday, along with some of my 
fellow Commissioners, I had the opportunity to tour a project in a designated opportunity zone. Today, 
we will hear first-hand from local small businesses and their investors. I look forward to learning more 
about areas where our rules are helping to facilitate capital formation and, more importantly, areas where 
we have more work to do.

In fact, it is a good time to be asking ourselves these questions and learning from your experiences. 
As you will hear from the second panel, the Commission recently issued a concept release requesting 
comment on how we can modernize and harmonize the exemptions from registration that many small 
businesses use to raise capital.38 I hope today’s discussion, and the recommendations that you will be 
putting forth this afternoon, build from the practical experiences of our panelists. As you discuss potential 
recommendations, I encourage you to think outside the box, as if you had a blank slate and not the 
current patchwork of rules that small businesses and their investors currently need to navigate. 

I look forward to the dialogue and the recommendations.

Thank you.



26  |  U.S. SECURITIES AND EXCHANGE COMMISSION

Remarks of SEC Commissioner Robert J. Jackson, Jr.

Thank you, Mr. Chairman, and many thanks to you, Director Bill 
Hinman and our terrific Staff for your leadership in bringing us here 
to Omaha today. There are many opening statements this morning, 
I know. And really we are here to listen to, and learn from, these 
exceptional panelists. So I’ll just briefly make two points before we 
begin.

Before I do, I’d be remiss not to add a word of thanks to our Small 
Business Advocate, Martha Miller, for her extraordinary efforts in 
organizing all of this. Martha is too modest to say so, but she is in 

a way running a small business of her own. To make all this happen, we need an Advocate who, like 
America’s small businesses, is ambitious, agile, and dedicated to her vision, and we are very lucky to have 
that in Martha Miller. I also want to thank Creighton University for hosting us. Go Blue Jays!

Rather than discuss policy issues, which I know my colleagues will discuss in detail, my two points are 
personal—but I wanted to share them so you all would know why the issues facing small business are 
so important to me. I got married last month, and my wife owns and runs a small business. When she 
started it a few years ago, I watched her try to build a client list, get a loan from a bank, and make her 
way in an industry that is built for people who have been in it for thirty years, not thirty months. Believe 
me when I say I know how incredibly hard that can be.

Watching my wife strive to build her own small business taught me two things about the issues we’ll 
discuss today. First, the fact that the economy is doing well doesn’t mean that capital is available for every 
entrepreneur who needs it. Each one of us on this dais knows how important it is that the SEC make 
sure every business has an equal opportunity to access capital. And second, each of us knows that small 
business can be—in fact, almost always is—very personal. Every one of you on our panels is here today 
not just to talk about your business or your practice or your policy views, but something you and your 
family have invested a lifetime in. Each of you deserves an SEC who knows just how important small 
businesses are to your families’ futures. For that and many other reasons, I’m proud to join my colleagues 
on the Commission with you here in Omaha this morning. Thanks to each one of you for the opportunity 
to learn from you, and I so look forward to the conversation.



REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  27

Remarks of SEC Commissioner Hester M. Peirce

Thank you, Martha [Miller]. It is wonderful to be here in Omaha. 
Thank you to all the participants in today’s program. Dean 
[Anthony] Hendrickson, thank you for welcoming us to Creighton 
University’s Heider College of Business. It is a beautiful facility that 
reflects the thriving economic region in which it sits.

I remember my first trip to Nebraska about twenty years ago. I was 
driving through the state and was just stunned by its Great Plains 
beauty. Since then, Nebraska has always been one of my favorite 
states, although I have not had many opportunities to visit. I am 

therefore happy to be back to talk about capital formation in the Silicon Prairie.

Reading Martha’s introduction to today’s forum deepened my affinity for Nebraska because I learned that 
the Reuben sandwich—my favorite—has its origins here. I understand, however, that there is a competing 
origin story that says the Reuben was invented in New York City.39 The dueling sandwich origin narrative 
is a fitting theme for a discussion of capital formation. There will always be competition for capital, and 
too often New York claims capital that could have been put to good use right here in Omaha.

There are many factors that make it easier for capital to flow to New York rather than to places like 
Omaha. The clustering of capital, innovation, and economic growth is a natural phenomenon, so that 
is part of what makes big cities like San Francisco and New York attractive places for people looking to 
invest capital. Some of the factors driving capital to the coastal cities, however, are regulatory, and we 
have an opportunity to address those issues. For example, the accredited investor thresholds40 that are 
not a limiting factor in high-income and high-cost communities on the east and west coasts are more 
restrictive in their effect in places where the cost of living and hence the salaries are lower. Yesterday, at 
the Small Business Advisory Committee meeting, we heard about another potential regulatory helping 
hand we can give to cities like Omaha and Cleveland, where I am from. We can revise our rules to make 
it easier for venture capital funds to invest on the secondary market and in other venture capital funds. 
In addition, we can look for creative ways to allow non-accredited investors to participate in private 
offerings and can design better regulatory options for micro-offerings.

The concept release that you will be discussing this morning was our attempt to stimulate discussion on 
these and other issues.41 I look forward to hearing your thoughts this morning on what we can do to 
open up opportunities for investors and companies all over the country to meet one another and create 
thriving regional economies. Just as one can find wonderful Reuben sandwiches all over the country, we 
can find great stories of entrepreneurial and investment success across the United States. In yesterday’s 
visit to a local opportunity zone, we saw what it looks like when capital gets to work on transforming a 
community. With the benefit of your suggestions, we can build a regulatory framework that encourages 
even more such growth and enables communities all over the country to reap the benefit of well-
functioning capital markets.



28  |  U.S. SECURITIES AND EXCHANGE COMMISSION

Remarks of SEC Commissioner Elad L. Roisman

Good morning. I am thrilled we are hosting this year’s Government-
Business Forum on Small Business Capital Formation in the “Silicon 
Prairie.” Martha [Miller] did a tremendous job of highlighting 
Nebraska’s entrepreneurial spirit. I have to admit that I am most 
impressed by the invention of the Reuben sandwich; we all give you 
credit for your steaks, but this state really does not receive adequate 
recognition for the Reuben out East.

Kidding aside, I have been an SEC Commissioner for almost a year 
now and I can say without hesitation that I learn the most when I am 

able to leave Washington and meet people on their home turf. It is truly one of my favorite parts of the job.

It should be no surprise to you then that ever since I received today’s agenda, I have been looking forward 
to the first panel: Capital Formation Success Stories from the Silicon Prairie. I hope the panelists will use 
the opportunity to tell us not only what worked for them when raising capital, but also where the SEC 
might be able to improve the capital raising environment for small businesses. Have you found there to be 
any unique challenges to small business capital formation in the Great Plains that we may not be aware of?

I am also excited for the second panel on harmonization. The SEC’s Division of Corporation Finance did 
a fantastic job drafting the harmonization concept release.42 It explained the current offering framework 
in a clear, easy-to-understand manner and asked a lot of great questions that I hope will elicit responses 
that the Commission can act on. I look forward to hearing the panelists’ reactions to the release.

Before I conclude, I have a long list of “thank yous.” Thank you to Martha Miller and her team, Julie 
Davis and Jenny Riegel, in the Office of the Advocate for Small Business Capital Formation, for planning 
and organizing today’s forum, a first for your newly formed office—Martha, you run a very impressive 
“startup” within the SEC. Thank you to Bill Hinman and Jennifer Zepralka from the SEC’s Division of 
Corporation Finance for your help and participation. Thank you to everyone back at the SEC home office 
running point on technology and logistics. And a big thank you to Dean Hendrickson and the Heider 
College of Business for hosting us here at Creighton University.

Thank you to everyone who traveled to be here today to participate in this forum, and a very special 
thank you to all of you here who may not have traveled very far, but are here representing Omaha and 
the Cornhusker State.



REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  29

Remarks of SEC Commissioner Allison Herren Lee

Good morning. Thank you, Chairman Clayton and my fellow 
Commissioners, for your remarks. Thank you to Martha Legg Miller 
for putting this event together, and thank you to Creighton University 
Heider College of Business for hosting. 

I am happy to be at this 38th Annual Government-Business Forum 
on Small Business Capital Formation. Having spent most of my life 
in Colorado, I’m especially happy for the opportunity to be back 
west of the Mississippi.

The Forum has long provided a great opportunity for government agencies, entrepreneurs, academics, 
and others to come together and exchange ideas around small business capital formation.

The Silicon Prairie represents a success in increasing access to capital for tech start-ups here in the center 
of the country. I hope we can draw both inspiration and lessons from the success stories we will hear this 
morning that will be broadly applicable to small businesses in other sectors and other communities. And I 
really appreciate a panel constructed around successes. 

As I looked through the various panelists, all of whom are quite impressive, I noticed that we have the 
founder of The Silicon Prairie News. Of course, I went straight to that website and was so encouraged 
by the reporting—I saw a “Cybersleuth Camp” for high school girls, I saw a story about a Wisconsin 
medical company receiving a $15 million cooperative award from the Department of Energy, and it went 
on and on. It’s inspirational, just as I know the panelists this morning will be. 

And we all know that behind every success story is a string of challenges that were overcome. I hope to 
benefit from your insights and ideas there as well. 

I’m also very pleased to see that we will be hearing from experts this morning on the SEC’s Concept 
Release on Harmonization of Securities Offering Exemptions. These are issues I have spent a lot of time 
researching and considering. What can we do to make this regime as simple, clear, and workable as 
possible, especially for small businesses? And what can we do to protect investors so as to optimize the 
amount of investment available to these businesses? 

While we think of these as two separate groups, in reality of course, they often are not. Many investors are 
business owners and vice versa. The relationship is symbiotic, and when we get it right, everybody wins. 

I’m looking forward to the panels today, and I also welcome your thoughts and input anytime down the 
road. My door is always open. Thank you. 



“[I]t’s super interesting to see the stuff that 

is happening online, and I do think . . .  

that’s where the future is, but . . . don’t 

mess with 506(b) because there is this 

venture, angel, private investment role 

that seems to work pretty well, and 

certainly a lot of money is raised on it.”

BART DILLASHAW
Founder, Enterprise Legal Studio



REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  31

Appendix D  |  PANELIST AND MODERATOR BIOGRAPHIES
 

Bart Dillashaw is the Founder of Enterprise Legal Studio in Lincoln, Nebraska, a corporate and securities 
boutique focused on servicing the needs of entrepreneurs and investors. Bart has been actively engaged in 
the entrepreneurship, angel and venture capital community in the Midwest, and he is the former president 
and current board member of the Nebraska Angels, Nebraska’s largest association of angel investors. In 
addition, he serves as a mentor for local accelerator programs, and frequently lectures on the topics of 
angel and venture capital investing as well as start-up creation.

Allie Esch is a Principal at Dundee Venture Capital in Omaha, Nebraska. Dundee Venture Capital 
partners with early-stage technology business in overlooked venture markets. Allie’s current focus is 
on sourcing investment opportunities, deepening Dundee Venture Capital’s brand in new markets, and 
expanding the firm’s deal flow capacity.

Keith Fix is the Founder and CEO of Retail Aware in Omaha, Nebraska and a member of the Ponca 
Tribe of Nebraska. Retail Aware helps brands and retailers maximize opportunities in the aisle with 
business intelligence sensors and artificial intelligence. Before founding Retail Aware, Keith founded 
blabfeed, a digital signage and technology integrator serving a diverse portfolio of retail, healthcare, 
financial, education, and public entities.

Professor Irina Fox is a member of the faculty at the Creighton University School of Law. She specializes 
in business law, including teaching Securities Regulation. Prior to joining the faculty, she practiced law 
in San Francisco at Latham & Watkins, where she represented multinational corporations in complex 
business litigation and also represented emerging companies in finance transactions. Prior to law school, 
Irina was a Senior Airman in the United States Air Force.

Carla Garrett is a Partner in the Potomac Law Group’s corporate group, where she advises small business 
in corporate, securities, acquisitions, and contract law matters. She is the current Chair of the SEC’s Small 
Business Capital Formation Advisory Committee. Carla also serves as outside general counsel to a number 
of small businesses, with a particular focus on startup and technology companies. Previously, Carla was the 
first General Counsel of a NASDAQ-traded public company. She also practiced as a securities attorney at 
Sullivan & Cromwell and Wilson Sonsini Goodrich & Rosati.

Sara Hanks, CEO of CrowdCheck, is an attorney with over 30 years of experience in corporate and 
securities law, and a former SEC staffer. CrowdCheck and CrowdCheck Law provide a wide range of legal, 
compliance and diligence services to issuers, intermediaries and investors in online capital formation. Sara 
also serves a member of the SEC’s Small Business Capital Formation Advisory Committee.

Keith F. Higgins is a member of Ropes & Gray’s corporate department and chair of the securities & 
governance practice. Keith rejoined the firm in 2017, after having served as Director of the Division of 
Corporation Finance at the U.S. Securities & Exchange Commission since 2013. Prior to serving at the SEC, 
Keith had for more than 30 years been counseling public companies in securities offerings, mergers and 
acquisitions, compliance, and corporate governance. Keith advises companies, their boards, and investors. 



32  |  U.S. SECURITIES AND EXCHANGE COMMISSION

William Hinman was named Director of the SEC’s Division of Corporation Finance in May 2017. The 
Division seeks to ensure that investors are provided with material information in order to make informed 
investment decisions, provides interpretive assistance to companies with respect to SEC rules, and makes 
recommendations to the Commission regarding new and existing rules. Before serving at the Commission, 
Bill was a partner in the Silicon Valley office of Simpson Thacher & Bartlett LLP, where he practiced in 
the corporate finance group.

Stephanie Luebbe is Executive Directr of Nebraska Angels in Lincoln, Nebraska. The Nebraska Angels 
is the state’s organized network of angel investors, with over 60 participating investors. Members meet 
once a month to work together to review business plans, listen to pitches, conduct due diligence, and 
negotiate terms for potential investments. Since 2006, the Angels have invested $27 million into early 
stage companies.

SEC Commissioners and “Capital Formation Success Stories from the Silicon Prairie” panelists.



REPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  33

Claire McHenry is the Deputy Director of the Securities Bureau with the Nebraska Department of 
Banking and Finance. The Nebraska Department of Banking and Finance (NDBF) is a state agency 
comprised of two sections: Financial Institutions and Bureau of Securities. NDBF’s mission is to protect 
and maintain the public confidence of Nebraska’s financial institutions. The Bureau of Securities 
regulates the sale of securities and the securities industry in Nebraska. Claire has fourteen years of state 
securities regulation experience and is an active member of the North American Securities Administration 
Association (NASAA).

Jeff Slobotski is the Founder and Managing Partner of Router Ventures, a Midwest-based seed fund 
investment firm. He also works at Paul G. Smith Associates, a development and investment firm based 
in Omaha. Before his current roles, Jeff started Silicon Prairie News (SPN), a digital media and events 
company dedicated to highlighting and connecting entrepreneurs outside of the traditional startup hubs. 
Among other events, SPN launched the annual Big Omaha conference (now known as MAHA Festival) 
which brings together more than 750 founders, investor, and entrepreneurial leaders into the city from 
across the nation.

Heather Dawn Thompson is the Founder and Lead Manager of Native American Capital’s Tribal 
Opportunity Zones Venture Group. She is a member of the Cheyenne River Sioux Tribe, and an expert 
in Native American Tribal economic development. She has extensive experience working with investors 
and businesses in Indian Country, individual, tribal and Indian-owned corporations, and intertribal 
associations. She is recognized for her expertise in tribal owned businesses and the legal, tax, financial, 
and structuring benefits of conducting business with tribal governments and tribal corporations. Heather 
served an Assistant U.S. Attorney for the U.S. Attorney’s Office in South Dakota’s Indian Country Section 
on the Pine Ridge Indian Reservation.

John Wirtz is Co-founder and Chief Product Officer of Hudl in Lincoln, Nebraska. Hudl is a leading 
software company revolutionizing the way coaches and athletes prepare for and stay ahead of the 
competition. Founded in 2006, Hudl offers the tools to edit and share video, interact with stats, and 
create quality highlight reels for entertainment and recruiting purposes. Hudl’s products are used by over 
150,000 teams globally spanning youth sports to the pros. The company has closed multiple rounds of 
funding and made several strategic acquisitions.

Jennifer A. Zepralka is the Chief of the Office of Small Business Policy in the SEC’s Division of 
Corporation Finance. The office assists companies seeking to raise capital through exempt or smaller 
registered offerings, and participates in and reviews SEC rulemaking and other actions that may affect 
small businesses. Before joining the Office of Small Business Policy in 2018, Jennifer was a partner in the 
Transactional and Securities Departments at Wilmer Cutler Pickering Hale and Dorr LLP.



34  |  U.S. SECURITIES AND EXCHANGE COMMISSION

Appendix E  |  ABOUT THE ADVOCATE FOR  
		    SMALL BUSINESS CAPITAL FORMATION

About the Office 

The Office of the Advocate for Small Business Capital Formation is an independent office that began 
operations in January 2019. The office is dedicated to advancing the interests of small businesses and 
their investors at the SEC and in the capital markets. 

The office is responsible for:

•	 Identifying problems that small businesses have with securing access to capital;

•	 Conducting outreach to small businesses and their investors to solicit views on capital  
formation issues;

•	 Assisting small businesses and their investors in resolving significant problems they may have  
with the SEC or with self-regulatory organizations (SROs);

•	 Identifying areas in which small businesses and their investors would benefit from changes in  
SEC regulations or SRO rules;

•	 Analyzing the potential impact on small businesses and their investors of proposed SEC  
regulations and SRO rules; and

•	 Proposing appropriate regulatory and legislative changes to the SEC and Congress to mitigate 
problems identified with small business capital formation and to promote the interests of small 
businesses and their investors.

Martha Legg Miller, Advocate for Small Business Capital Formation 

As the first director of the Office of the Advocate for Small Business Capital Formation, Martha Legg 
Miller oversees the office dedicated to advancing the interests of small businesses and their investors at  
the SEC and in the capital markets.

Prior to joining the SEC, Miller was a partner at the law firm Balch & Bingham LLP in Birmingham, 
Alabama, where she represented companies and investors across a spectrum of corporate transactions.

Miller holds bachelor’s degrees in Cognitive Neuroscience and Communications Studies from Vanderbilt 
University and a juris doctor degree from Georgetown University Law Center.

Contact Information 

Phone: 202-551-5407  |  Email: [email protected]  |  Web: sec.gov/oasb

mailto:smallbusiness%40sec.gov?subject=
https://www.sec.gov/oasbREPORT OF THE 38TH ANNUAL SEC GOVERNMENT-BUSINESS FORUM ON SMALL BUSINESS CAPITAL FORMATION  |  35

ENDNOTES
1	 https://www.sec.gov/news/press-release/2019-97

2	 https://business.creighton.edu

3	 The SEC conducts the Forum annually and prepares this 
report in accordance with the Small Business Investment 
Incentive Act of 1980 [15 U.S.C. 80c-1 (codifying section 
503 of Pub. L. No. 96-477, 94 Stat. 2275 (1980))].

4	 Responsibility for the Forum transferred to the Office 
pursuant to the SEC Small Business Advocate Act of 2016, 
P.L. 114-284. See https://www.sec.gov/files/Small%20
Business%20Advocate%20Act%20of%202016-as%20
amended.pdf.

5	 Panelists’ biographies are provided in Appendix D. 

6	 Panelists’ biographies are provided in Appendix D. 

7	 Concept Release on Harmonization of Securities Offering 
Exemptions, Release No. 33-10649 (Jun. 18, 2019), 
https://www.sec.gov/rules/concept/2019/33-10649.pdf 
(“Harmonization Concept Release”).

8	 https://www.sec.gov/files/2019-sec-government-business-
forum-small-business-capital-formation-transcript.pdf

9	 https://www.sec.gov/video/webcast-archive-player.
shtml?document_id=081419sbf

10	 Attendees were asked to respond whether the SEC should 
give high priority (5), medium-high priority (4), medium 
priority (3), medium-low priority (2), or low priority (1) 
to each of the five recommendations in that session. The 
weighted average assignment of points was determined 
for each recommendation by dividing the total number of 
points for a recommendation by the number of responses 
received for that recommendation. Any attendees that 
were not able to vote using the online voting during the 
sessions were provided with an opportunity to prioritize 
that session’s recommendations post hoc.

11	 The SEC responds to the Forum recommendations 
pursuant to the Small Business Investment Incentive Act of 
1980, as amended by the Economic Growth, Regulatory 
Relief and Consumer Protection Act of 2018. 15 U.S.C. 
80c-1. Section 503 of the Economic Growth, Regulatory 
Relief and Consumer Protection Act of 2018 [Pub. L. 115-
174, 132 Stat. 1296 (2018)] amended Section 503 of the 
Small Business Investment Incentive Act of 1980 to add 
this requirement in new paragraph (e).

12	 See Office of Information and Regulatory Affairs,  
Office of Management and Budget, “Fall 2019  
Unified Agenda of Federal Regulatory and Deregulatory 
Long-term Actions by the Securities and Exchange 
Commission,” https://www.reginfo.gov/public/do/
eAgendaHistory?operation=OPERATION_GET_
PUBLICATION&showStage=longterm&currentPubId= 
201910. Long-term Actions are items under development 
but for which regulatory action is not expected within 12 
months after publication of the Fall 2019 Unified Agenda.

13	 See Harmonization Concept Release.

14	 See Id. at Section II.A. Section 413(b)(2)(A) of the  
Dodd-Frank Wall Street Reform and Consumer  
Protection Act (the “Dodd-Frank Act”) directs the 
Commission to review the accredited investor definition  
as it relates to natural persons every four years to 
determine whether the definition should be modified 
or adjusted for the protection of investors, in the public 
interest, and in light of the economy. The discussion in 
Section II.A of the Harmonization Concept Release is 
intended to satisfy this requirement. 

15	 See Office of Information and Regulatory Affairs, 
Office of Management and Budget, “Securities 
and Exchange Commission Agency Rule List 
(Fall 2019),” https://www.reginfo.gov/public/do/
eAgendaMain?operation=OPERATION_GET_AGENCY_
RULE_LIST&currentPub=true&agencyCode=&show 
Stage=active&agencyCd=3235&Image58.x=46&Image 
58.y=16&csrf_token=23932B176234D9EEBC94A355C5 
ABD1DF1F7A6B1CFD96456AEB85EB590586500B99 
22497AC1392364D97D823530443142C590.

16	 See Report to the Commission on Regulation 
Crowdfunding (Jun. 18, 2019), https://www.sec.gov/
files/regulation-crowdfunding-2019_0.pdf. In the 
Commission’s 2015 final release adopting the Regulation 
Crowdfunding exemption, the staff undertook to study 
and submit a report to the Commission on the impact 
of the regulation on capital formation and investor 
protection no later than three years following the effective 
date of the Regulation Crowdfunding exemption. See 

“Crowdfunding,” SEC Release No. 33-9974 (Oct. 30, 
2015). The release indicated that the report should 
include, but not be limited to, a review of: (1) issuer 
and intermediary compliance; (2) issuer offering limits 
and investor investment limits; (3) incidence of fraud, 
investor losses, and compliance with investor aggregates; 
(4) intermediary fee and compensation structures; 
(5) measures intermediaries have taken to reduce the 
risk of fraud, including reliance on issuer and investor 
representations; (6) the concept of a centralized database 
of investor contributions; (7) intermediary policies and 
procedures; (8) intermediary record keeping practices; and 
(9) secondary market trading practices.

https://www.sec.gov/news/press-release/2019-97
https://business.creighton.edu
https://www.sec.gov/files/Small%20Business%20Advocate%20Act%20of%202016-as%20amended.pdf
https://www.sec.gov/files/Small%20Business%20Advocate%20Act%20of%202016-as%20amended.pdf
https://www.sec.gov/files/Small%20Business%20Advocate%20Act%20of%202016-as%20amended.pdf
https://www.sec.gov/rules/concept/2019/33-10649.pdf
https://www.sec.gov/files/2019-sec-government-business-forum-small-business-capital-formation-transcript.pdf
https://www.sec.gov/files/2019-sec-government-business-forum-small-business-capital-formation-transcript.pdf
https://www.sec.gov/video/webcast-archive-player.shtml?document_id=081419sbf
https://www.sec.gov/video/webcast-archive-player.shtml?document_id=081419sbf
https://www.reginfo.gov/public/do/eAgendaHistory?operation=OPERATION_GET_PUBLICATION&showStage=longterm&currentPubId=201910
https://www.reginfo.gov/public/do/eAgendaHistory?operation=OPERATION_GET_PUBLICATION&showStage=longterm&currentPubId=201910
https://www.reginfo.gov/public/do/eAgendaHistory?operation=OPERATION_GET_PUBLICATION&showStage=longterm&currentPubId=201910
https://www.reginfo.gov/public/do/eAgendaHistory?operation=OPERATION_GET_PUBLICATION&showStage=longterm&currentPubId=201910
https://www.reginfo.gov/public/do/eAgendaMain?operation=OPERATION_GET_AGENCY_RULE_LIST&currentPub=true&agencyCode=&showStage=active&agencyCd=3235&Image58.x=46&Image58.y=16&csrf_token=23932B176234D9EEBC94A355C5ABD1DF1F7A6B1CFD96456AEB85EB590586500B9922497AC1392364D97D823530443142C590
https://www.reginfo.gov/public/do/eAgendaMain?operation=OPERATION_GET_AGENCY_RULE_LIST&currentPub=true&agencyCode=&showStage=active&agencyCd=3235&Image58.x=46&Image58.y=16&csrf_token=23932B176234D9EEBC94A355C5ABD1DF1F7A6B1CFD96456AEB85EB590586500B9922497AC1392364D97D823530443142C590
https://www.reginfo.gov/public/do/eAgendaMain?operation=OPERATION_GET_AGENCY_RULE_LIST&currentPub=true&agencyCode=&showStage=active&agencyCd=3235&Image58.x=46&Image58.y=16&csrf_token=23932B176234D9EEBC94A355C5ABD1DF1F7A6B1CFD96456AEB85EB590586500B9922497AC1392364D97D823530443142C590
https://www.reginfo.gov/public/do/eAgendaMain?operation=OPERATION_GET_AGENCY_RULE_LIST&currentPub=true&agencyCode=&showStage=active&agencyCd=3235&Image58.x=46&Image58.y=16&csrf_token=23932B176234D9EEBC94A355C5ABD1DF1F7A6B1CFD96456AEB85EB590586500B9922497AC1392364D97D823530443142C590
https://www.reginfo.gov/public/do/eAgendaMain?operation=OPERATION_GET_AGENCY_RULE_LIST&currentPub=true&agencyCode=&showStage=active&agencyCd=3235&Image58.x=46&Image58.y=16&csrf_token=23932B176234D9EEBC94A355C5ABD1DF1F7A6B1CFD96456AEB85EB590586500B9922497AC1392364D97D823530443142C590
https://www.reginfo.gov/public/do/eAgendaMain?operation=OPERATION_GET_AGENCY_RULE_LIST&currentPub=true&agencyCode=&showStage=active&agencyCd=3235&Image58.x=46&Image58.y=16&csrf_token=23932B176234D9EEBC94A355C5ABD1DF1F7A6B1CFD96456AEB85EB590586500B9922497AC1392364D97D823530443142C590
https://www.reginfo.gov/public/do/eAgendaMain?operation=OPERATION_GET_AGENCY_RULE_LIST&currentPub=true&agencyCode=&showStage=active&agencyCd=3235&Image58.x=46&Image58.y=16&csrf_token=23932B176234D9EEBC94A355C5ABD1DF1F7A6B1CFD96456AEB85EB590586500B9922497AC1392364D97D823530443142C590
https://www.sec.gov/files/regulation-crowdfunding-2019_0.pdf
https://www.sec.gov/files/regulation-crowdfunding-2019_0.pdf


36  |  U.S. SECURITIES AND EXCHANGE COMMISSION

17	 See Amendments for Small and Additional Issues 
Exemptions Under the Securities Act (Regulation A), 
Release No. 33-9741, at Section II(A) (Mar. 25, 2015).

18	 Id.

19	 See M&A Brokers, SEC No-Action Letter  
(Feb. 4, 2014), https://www.sec.gov/divisions/marketreg/
mr-noaction/2014/ma-brokers-013114.pdf.

20	 See American Bar Association (ABA) Report and 
Recommendations of the Task Force on Private Placement 
Broker-Dealers (Jun. 20, 2005), https://www.sec.gov/info/
smallbus/2009gbforum/abareport062005.pdf.

21	 See SEC Roundtable on the Proxy Process (Nov. 15, 2018), 
https://www.sec.gov/proxy-roundtable-2018.

22	 See Jay Clayton, Chairman, SEC, SEC Rulemaking  
Over the Past Year, the Road Ahead and Challenges  
Posed by Brexit, LIBOR Transition and Cybersecurity 
Risks (Dec. 6, 2018),  
https://www.sec.gov/news/speech/speech-clayton-120618.

23	 See Commission Guidance Regarding Proxy Voting 
Responsibilities of Investment Advisers, SEC Release  
No. IA-5325 (Aug. 21, 2019).

24	 See Commission Interpretation and Guidance  
Regarding the Applicability of the Federal Proxy  
Rules to Proxy Voting Advice, SEC Release  
No. 34-86721 (Aug. 21, 2019). 

25	 Amendments to Exemptions from the Proxy Rules 
for Proxy Voting Advice, Release No. 34-87457 
(Nov. 5, 2019), https://www.sec.gov/rules/
proposed/2019/34-87457.pdf.

26	 Procedural Requirements and Resubmission  
Thresholds under Exchange Act Rule 14a-8,  
Release No. 34-87458 (Nov. 5, 2019),  
https://www.sec.gov/rules/proposed/2019/34-87458.pdf.

27	 The Forum was created by the Small Business  
Investment Incentive Act of 1980. The program  
with the full agenda for the day is available at  
https://www.sec.gov/oasb/sbforum.

28	 https://business.creighton.edu

29	 For more information on the Office of the Advocate  
for Small Business Capital Formation, visit  
https://www.sec.gov/oasb.

30	 https://www.mahafestival.com

31	 See https://www.omahachamber.org/wedontcoast.

32	 See, e.g., Brad Feld, Startup Communities: Building an 
Entrepreneurial Ecosystem in Your City (2012), which 
details entrepreneurial ecosystem growth effects and 
opportunities, including an exemplar of Big Omaha’s 
startup efforts.

33	 Harmonization Concept Release.

34	 L. Frank Baum, The Wonderful Wizard of Oz (1900).

35	 See, e.g., https://www.sbnation.com/2017/4/12/15279674/
peyton-manning-omaha-why-does-he-say-it-broncos-colts.

36	 See, e.g., Amendments to Smaller Reporting Company 
Definition, Release No. 33-10513 (Jun. 28, 2018) [83 
FR 31992 (Jul. 10, 2018)]; Rule 701- Exempt Offerings 
Pursuant to Compensatory Arrangements, Release No. 
10520 (Jul. 18, 2018) [83 FR 34940 (Jul. 24, 2018)]; 
Amendments to Regulation A, Release No. 33-10591 
(Dec. 19, 2018) [84 FR 520 (Jan. 31, 2019)]; FAST 
Act Modernization and Simplification of Regulation 
S-K, Release No. 33-10618 (Mar. 20, 2019) [84 FR 
12674 (Apr. 2, 2019)]; Solicitations of Interest Prior to a 
Registered Public Offering (proposing release), Release 
No. 33-10607 (Feb. 19, 2019) [84 FR 6713 (Feb. 28, 
2019)]; Amendments to the Accelerated Filer and Large 
Accelerated Filer Definitions (proposing release), Release 
No. 34-85814 (May 3, 2019) [84 FR 24876 (May 29, 
2019)]; and Harmonization Concept Release.

37	 The U.S. National Geodetic Survey regards a point 
approximately 20 mi north of Belle Fourche,  
South Dakota as the geographic center of the United States  
(when including Alaska and Hawaii in the calculation).  
For the contiguous states, the geographic center is two 
miles northwest of the town of Lebanon, Kansas. See 
Geographic Center of the United States, U.S. Department 
of Commerce, National Oceanic and Atmospheric 
Administration, National Ocean Survey, https://www.ngs.
noaa.gov/PUBS_LIB/GeoCenter_USA1.pdf.

38	 Harmonization Concept Release.

39	 See Wikipedia, Reuben Sandwich,  
https://en.wikipedia.org/wiki/Reuben_sandwich.

40	 The term “accredited investor” is defined in Rule 501 of 
Regulation D. 17 C.F.R. § 230.501(a).

41	 Harmonization Concept Release.

42	 Id.

https://www.sec.gov/divisions/marketreg/mr-noaction/2014/ma-brokers-013114.pdf
https://www.sec.gov/divisions/marketreg/mr-noaction/2014/ma-brokers-013114.pdf
https://www.sec.gov/info/smallbus/2009gbforum/abareport062005.pdf
https://www.sec.gov/info/smallbus/2009gbforum/abareport062005.pdf
https://www.sec.gov/proxy-roundtable-2018
https://www.sec.gov/news/speech/speech-clayton-120618
https://www.sec.gov/rules/proposed/2019/34-87457.pdf
https://www.sec.gov/rules/proposed/2019/34-87457.pdf
https://www.sec.gov/rules/proposed/2019/34-87458.pdf
https://www.sec.gov/oasb/sbforum
https://business.creighton.edu
https://www.sec.gov/oasb
https://www.mahafestival.com
https://www.omahachamber.org/wedontcoast
https://www.sbnation.com/2017/4/12/15279674/peyton-manning-omaha-why-does-he-say-it-broncos-colts
https://www.sbnation.com/2017/4/12/15279674/peyton-manning-omaha-why-does-he-say-it-broncos-colts
https://www.ngs.noaa.gov/PUBS_LIB/GeoCenter_USA1.pdf
https://www.ngs.noaa.gov/PUBS_LIB/GeoCenter_USA1.pdf
https://en.wikipedia.org/wiki/Reuben_sandwich


Thank you to our partners at the 

Heider College of Business at 

Creighton University!

 FROM L TO R:  
(SEC) Jenny Riegel, Martha Miller;  
(Creighton University) Dean Anthony Hendrickson,  
Catherine Kelly, Chuck Lenosky; 
(SEC) Julie Davis.