SEC’s Martha Legg Miller and Her Office Hold the “Megaphone for Small Business” | NAWBO

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SEC’s Martha Legg Miller and Her Office Hold the “Megaphone for Small Business”

Every passion has its roots and for Martha Legg Miller, who was named the U.S. Securities and Exchange Commission’s (SEC) first director of the Office of the Advocate for Small Business (OASB) Capital Formation last December, her devotion to small business runs deep.

Martha was previously a partner at the law firm of Balch & Bingham LLP in Birmingham, Alabama, where she represented companies and investors across a spectrum of corporate transactions. But long before that, however, she grew up in a family of entrepreneurs. Her grandmother started her own business when she found herself a single mother to three young children. “She was very entrepreneurial and figured out how to stand up a business on her own in a small town in Alabama,” Martha recalls. “We talk about her business and really hold it on a pedestal. It’s something that has informed a lot of the rest of my family.”

Martha’s mother and sister also have the entrepreneurial gene and have started and run their own small businesses. “I have spent a significant amount of time brainstorming solutions to the different issues that can crop up with my sister’s business,” Martha shares. “There’s no manual for how to be successful in running your own small business. A lot of it is learning on the fly, from mentors and from people you can ask questions and trust with their answers. I’ve grown up surrounded by small business, and this makes it very personal to me when business owners talk about issues they face. It’s usually something I’ve heard my family talk about or helped a client try to solve.”

Today, Martha is proud to oversee the OASB, which is dedicated to advancing the interests of small businesses and their investors at the SEC and in the capital markets. Her team is responsible for advocating for small businesses and their investors by conducting outreach to solicit views on relevant capital formation issues, providing assistance to resolve significant problems, analyzing the potential small business impact of proposed regulations and rules, and recommending changes to mitigate capital formation issues and promote the interests of small businesses and their investors.

Here, Martha talks about this important role as well as how women- and minority-owned businesses can tap into the information and expertise she and her team members offer:

Q: Tell us about the motivation behind the creation of the OASB?

A: Our office was created by bipartisan legislation that had broad support across the aisle. I find that very exciting because it’s rare these days to have something nearly everyone agrees is necessary and important. That stems from the impact small businesses have in creating jobs, providing innovation and being sources of wealth creation for families across the country. Small businesses create the majority of net new jobs, including about 65 percent of net new jobs post-recession. But when you look at the flip side, four out of five entrepreneurs don’t access bank loans or venture capital financing, and over two-thirds rely instead on personal or family savings for start-up capital. And there is great disparity in terms of who has access to these resources. We have an expectation that small businesses be a generator and driver for our economy, which is not always matched with access to resources or knowledge on how to navigate those resources.

As the regulator of the capital markets here in DC, the SEC has a large impact on how and from whom businesses find investment capital. We hear a lot from companies who are very sophisticated and have a dedicated government relations staff, but we don’t always hear from smaller businesses. Our advocacy office was created, in a lot of ways, to be the megaphone for small business. We hear small business owners’ voices and make them even louder by making sure their perspective is brought to the table.

I’d also like to point out how our office defines small business is bigger than you probably imagine. We look at everything from the smallest start up and privately held company all the way up to companies that have gone public and have a public float of $250 million or less. It’s a huge segment of the marketplace.

Q: How do you describe your OASB’s mission to a small business owner?

A: I often use the megaphone and amplifier metaphor because we have the ability to make voices louder, including the voices we hear from across the country that offer different perspectives than what we hear from inside the beltway of DC. I also like to remind people we are here as their champion to help them be successful. We want to make sure we are resolving issues business and their investors are having and that we are an ally—a friend here in DC trying to make sure they have access to the resources and resolution to the issues they are facing.

Q: In working with small businesses, what have you found to be their greatest issues with capital formation? Have you found issues unique or greater for women- and minority-owned small businesses?

A: We hear about a variety of issues across the spectrum with so many businesses falling within our definition of small business. As part of our enacting legislation, we are proactively identifying any unique challenges faced by women- and minority-owned businesses. One recent example of the way we are gathering feedback happened in August when we held our annual Small Business Forum in Omaha, Nebraska. We brought together local panelists to share their capital formation successes and then had participants go into breakout sessions and discuss potential issues and solutions in capital raising. As we look at the fact that one size does not fit all, it is not surprising to see that very different issues come up, whether you are looking for your first round of capital, seeking your first set of investors or are a public company navigating your disclosure obligations. Examples of issues highlighted at the forum—which will be included in a report coming out with recommendations from forum participants—are:
 

  1. Concerns with the current accredited investor standard, which impacts who can invest in different private offerings.
  2. The need for clarity and harmonization of exempt offering rules: People not only want to know how they go about educating themselves on opportunities to raise capital, but also if there are ways the rules should be changed to work more cohesively together.
  3. The need for explicit and clear guidance surrounding use of so called “finders,” who are not registered as broker dealers, but are offering assistance in identifying potential investors: There are often intermediaries who help find a potential investor then step away and don’t have the same level of involvement as some registered participants.
  4. The need for expanded access to quality deals through new or alternative investment vehicles, which would allow investors to participate through a pooled fund.
  5. The need for improvements in securities-based crowdfunding: We’ve heard that women are proportionately raising more money using crowdfunding than they are with the other private offering exemptions, which is a promising sign.
     

In short, I think there are a lot of interesting areas right now where we can focus our attention. Women-owned businesses and minority-owned businesses have the same playbook and rulebook that every other company does. Sometimes friction points impact those populations a little differently even though the rules are designed to apply to everyone.

Q: What is the OASB doing now to provide small business owners, and particularly, women small business owners, improved understanding of and access to capital?

A: It’s important for women business owners in particular to know they have a champion here who is thinking about their issues and wants to hear their perspectives and help fix problems they are facing. We’re also working to increase accessibility of our existing resources and to develop new educational tools based on feedback we have received.

One example of that is we have been creating videos explaining how to participate in the comment process on new SEC rulemakings that could impact their businesses. We don’t use regulatory jargon, and they’re short and easy when you have a thousand other things on your plate. You might not have time to sit down and read a 150-page release to figure out if it applies to you, but in a 2- to 3-minute video, you can figure out if it peaks your interest. That’s a big value add, particularly for women business owners, who have a lot they are juggling.

Another example of what we’re doing to provide additional access is traveling outside of DC to meet with entrepreneurs and investors rather than just hoping people will come to us. We’re reaching out to groups that are gathering entrepreneurs and investors together where we can join in the conversation.

Also, I’d encourage everyone to look at our Foundational Business Plan. Just as thousands of start ups across the country do each year, we began building out our office like a start up by developing a business plan and defining our minimum viable product and then what we would do with full-scale programming. That was a really important thing for us to do not only as an exercise in goal setting, but also to show we are thinking like the businesses with which we are working.

Q: What top policy issues are you focused on right now for small business?

A: This is a really exciting time if you are a securities law nerd, or even if you are just interested in how companies raise capital. There’s more happening now that impacts capital formation than I can recall having seen before at the Commission. In June, the Commission published a concept release seeking feedback on how to harmonize the various ways companies raise capital without going through an initial public offering or using the public markets. Right now, we are focused on engaging with new perspectives to gather feedback. We have been traveling the country meeting with businesses, investors and thought leaders who can add valuable perspective and challenge the way we think about these issues. It’s incredibly important that we hear from women business owners and women investors as part of this process to make sure their very important voice is represented as we look at the rules that will help businesses thrive.

Q: What support do you want small business to know the OASB offers them?

A: Think about us as a gateway to a lot of information and expertise. If you have an issue or interpretive question, we can help you find what you need. We’re here to help you navigate the very complex system of finding resources within the government or even the right person to help who may not be at the SEC. We’re your ally with issue resolution. We have a tremendous network of support that we want to use to help business owners and women business owners in particular to be successful. The securities laws are complex, and while most people are fantastic at running a business, they don’t often come with securities training.  And that’s okay. If you do have questions, we have answers. If you do have an issue, contact us so we can connect you with the right resources to help resolve your issue. If there’s an area you have identified where a policy change could help your business access capital, we want to know about it and make sure your voice is heard.

Q: How can NAWBO’s members engage with you and your team?

A: If you search images of small businesses, you’ll find hundreds of pictures of people flipping the “open for business” sign and inviting people in. That’s us—our door is
always open, and anyone who wants to talk to us or access any of our resources can by:

  1. Going online at www.sec.gov/oasb.
  2. Emailing us at smallbusiness@sec.gov.
  3. Calling us at (202) 551-5407.
  4. If you are in DC, visiting in person to talk about issues that matter to you.

Whatever channel you use to communicate, we’re likely reachable. We are so grateful for the feedback and connections we already made with so many members of NAWBO who have reached out in response to this summer’s NAWBO Advocacy Day in DC. We want to make sure we continue this relationship and that NAWBO members know they have friends here in DC who want to make sure they’re successful.