What Is The Middle Market And Small Business Committee, And What Do We Do?

Our Mission

The mission of the Middle Market and Small Business Committee (“MMSB Committee”) is to serve, educate, and bring together corporate, transactional, and securities lawyers—in an effort to improve the legal profession—who regularly counsel and advise small and mid-sized entities and business ownership groups controlled by matriarchs and patriarchs of family offices, entrepreneurs, private equity groups, venture capital firms, and other groups, and smaller publicly-held companies. To achieve this objective:

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• The MMSB Committee provides a forum for its members to share information, to deliver and receive continuing legal education, to address current and practical legal issues affecting smaller and mid-sized businesses, and to learn best practices concerning relevant areas of law, legal ethics, and technology applicable to the delivery of legal services in the 21st Century.
•  The MMSB Committee zealously advocates before various regulatory agencies, and has been doing so for decades. Such advocacy concerns current issues and laws that relate to specific problems and needs of small businesses, including smaller public companies. Agencies before which the MMSB Committee and its members regularly advocate include, among others, the Securities and Exchange Commission (“SEC”), the Internal Revenue Service, the Financial Industry Regulatory Authority (“FINRA”), and the National Association of Securities Dealers. For example, our Private Placement Broker Task Force and some of its individual members lobby the SEC, FINRA, and other regulatory agencies to implement a simplified registration system for finders of financing for early-stage companies.
• The MMSB Committee brings scrutiny and discourse to the entire business “life cycle” of our member’s clients with expert panels focused on highly relevant topics such as:
  1. entity organization and owner agreements
  2. capital formation, financing, and strategic partnering
  3. employment and compensation matters
  4.  intellectual property and trade secrets protection
  5.  corporate governance
  6.  securities law compliance
  7. international expansion and cross-border transactions
  8. business combinations, restructuring, and breakups

In this issue, the Business Visions Newsletter offers its members three articles covering diverse and timely topics. We hope you find these articles of interest and informative.

The MMSB Committee is grateful to its members for their contributions. We hope you will read and enjoy these articles.

Committee Facts

Some interesting facts about the MMSB Committee are:

•  The MMSB Committee comprises over 1,400 members, both in the United States and abroad.
•  The MMSB Committee holds live and in-person meetings 3 times a year in conjunction with the ABA Business Law Section Meetings. For 2019, these meetings include:
  •  Business Law Section Spring Meeting, Vancouver, British Columbia, March 28 – 30, 2019.
  • Business Law Section Annual Meeting, Washington, D.C., September 12 – 14, 2019.
  • Business Law Section Fall Meeting Washington, D.C., November 22-23, 2019.
•  Meetings of the MMSB Committee typically feature a mini-presentation on a substantive practice area and provide an opportunity to share practical advice relevant for smaller and medium-sized companies as well as the lawyers who counsel them.
• An area in which a great deal of the MMSB Committee’s efforts are directed involves the federal and state securities regulations that affect smaller public companies and capital-raising activities of private companies, including qualifications for exemptions from registration, qualifications for exemptions from registration for private placement brokers, and implementation of scaled disclosure regulations to help smaller and medium-sized businesses be able to raise legally the capital they need to expand their operations and without the need to comply with unnecessary, burdensome, and expensive regulatory requirements.
• Membership in the MMSB Committee provides numerous opportunities to participate in CLE panels and workshops, writing opportunities, and opportunities to comment on regulations proposed by the SEC and other regulatory agencies. Participation is strongly encouraged and the MMSB Committee welcomes all levels of experience. Please see the Leadership List in Section VII for people you can contact to get more involved.

Areas of Expertise

Some of the specific areas that are frequently covered by the MMSB Committee in our panel presentations, programs (CLE and otherwise) and workshops include the following:

• Entity organization and owner agreements
• Capital formation, financing, and strategic partnering
  
•  Employment and compensation matters
• Intellectual property protection and transference
• Corporate governance
• Securities law compliance
• International expansion and cross-border transactions
  
•  Business combinations and M&A activities
•  Business divorces, breakups, and restructurings

For our first article, members of the MMSB Committee get some valuable insights from a leading Delaware lawyer about some do’s and don’ts, and things to consider, when drafting shareholders agreements governed by Delaware law.