My ABA Panel: Part I - Simplified State Filing of Form D

For the fourth consecutive year, I was honored to be invited to join a panel of distinguished speakers at the American Bar Association Section of Business Law conference, this year in Denver. I got out of there just in time as they were expecting snow last night! The topic of our panel: current securities law issues for smaller companies. The other panelists were Denise Crawford, head of the North American Securities Administrators Association (NASAA), Jerry Laporte, head of Small Business Policy at the SEC, Mary Sjoquist, head of communications for the Public Company Accounting Oversight Board (PCAOB), and the amazing Ann Walker, partner at Wilson Sonsini in San Francisco. Our incredible moderator for the fourth year in a row, Lee Liebolt, former partner at Brown & Wood and Sidley & Austin. Pretty distinguished company!

There was a good amount of news made at the panel, enough so that my coverage will be split into multiple parts. Most of this will be of interest to my fellow attorneys, but the rest of you are welcome to read along as well! First bit of news from the panelists relates to electronic filing of Form D with individual states. Earlier this month the SEC and NASAA signed a memorandum of understanding on the topic. When the SEC updated Form D and mandated it be filed electronically, they were hopeful that the states would coordinate to have one-stop filing, where the states access the Forms D on the SEC site and then charge filing fees in their state. The ultimate compromise, contained in the MOU, is essentially a two-stop filing.

To implement this, the SEC will send you an email when you file your Form D with a link to a new site to be created by NASAA. The NASAA site will let you upload the Form D, click on which states you want to file it in, and then will calculate and charge your filing fees right there. Pretty nifty! This will save the sometimes annoying hassle of sending multiple Forms D to many states along with individual checks for filing fees, waiting for confirmations of filing, etc. Dennie Crawford of NASAA said she hopes this will be up and running by the end of the year.

More big news to come!

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