Securities and Exchange Commission (SEC) Chairman William H. Donaldson this week announced the appointment of 19 additional members of the SEC Advisory Committee on Smaller Public Companies. The additional appointments bring the total number of members of the advisory committee to 21. Chairman Donaldson previously had announced the appointment of Herbert S. Wander, a prominent Chicago securities lawyer, and James C. Thyen, President and CEO of Kimball International, Inc., as Co-Chairs of the advisory committee. The Chairman also announced today that representatives of three groups, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and the North American Securities Administrators Association, have accepted invitations to become official observers of the committee.
The SEC is establishing the advisory committee to examine the impact of the Sarbanes-Oxley Act and other aspects of the federal securities laws on smaller companies.
In making today's announcements, Chairman Donaldson said that the "Sarbanes-Oxley Act has already benefitted America's investors enormously and will spur further improvements in our securities markets." He stressed that
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the role of the advisory committee is to advise the SEC on how best to assure that the costs of regulation for smaller companies under the Act and other securities laws are commensurate with the benefits. He said that his appointments to the advisory committee "are intended to assure that the Commission receives input on these issues from a broad range of market participants, including individuals from diverse industries, geographical areas, professions and categories of smaller companies and investors."
Chairman Donaldson also said the Co-Chairs of the advisory committee expect to schedule its first public meeting for early April in Washington, D.C. The SEC will publish an official notice of the date, time and place of the meeting in the Federal Register and on the SEC's web site.
The members of the advisory committee named by Chairman Donaldson to date are:
Patrick C. Barry, Chief Financial Officer and Chief Operating Officer, Bluefly, Inc. (Nasdaq SC: BFLY), New York, N.Y, Mr. Barry's company markets designer apparel and home accessories through the Internet at discount prices. BlueFly has a market capitalization of $20 million. Mr. Barry is a Certified Public Accountant with an M.B.A. from Columbia University. He will represent microcap, emerging technology and retailing companies.
Steven E. Bochner, Partner in the law firm of Wilson Sonsini Goodrich & Rosati, Palo Alto, Calif. Mr. Bochner has more than two decades of experience practicing corporate and securities law in Silicon Valley. He received his J.D. from Boalt Hall of the University of California, Berkeley. He will represent emerging growth companies, venture capital funds and lawyers working with these types of clients.
Richard D. Brounstein, Executive Vice President and Chief Financial Officer, Calypte Biomedical Corp. (Amex: HIV), Pleasanton, Calif. Mr. Brounstein's company has a market capitalization of $60 million and recently moved its primary trading market from the Over the Counter Bulletin Board to the American Stock Exchange. He is a Certified Public Accountant with an M.B.A from Michigan State University. He will represent microcap companies and companies in the life sciences industry.
C.R. "Rusty" Cloutier, President and Chief Executive Officer, MidSouth Bancorp, Inc. (Amex: MSL), Lafayette, Louisiana. Mr. Cloutier's bank has capital of $50 million and a market capitalization of $126 million. He will represent smaller public entities in the banking and thrift industries.
James A. "Drew" Connolly III, President, IBA Capital Funding, Perrineville, N.J. Mr. Connolly was a founding member of the CEO Council, an organization of executives of smaller public companies. He works as a capital formation specialist with smaller public companies whose securities are traded over the counter and private companies seeking to access the public capital markets. He also invests in these companies. He will represent smaller over the counter companies and professionals who work with them, as well as investors in these companies.
E. David Coolidge, III, Vice Chairman, William Blair & Company, Chicago, Ill. Mr. Coolidge is the former CEO of William Blair and manager of its Corporate Finance Department. The firm has substantial investment banking experience advising small and mid-cap public companies. Mr. Coolidge will represent investment banking firms that advise smaller public companies, as well as the companies they advise.
Alex Davern, Chief Financial Officer and Senior Vice President of Manufacturing and Information Technology Operations, National Instruments Corp., Austin, Texas. Mr. Davern is chairman of the working group of the American Electronics Association ("AeA") on Section 404 of the Sarbanes-Oxley Act. He also serves on the board of directors and is chair of audit committee of SigmaTel Inc. Mr. Davern has a post-graduate diploma in professional accounting from the University of Dublin. He will represent smaller technology companies, which comprise a large portion the AeA's membership, and directors of public companies.
Joseph "Leroy" Dennis, Executive Partner, McGladrey & Pullen, Minneapolis, Minn. Mr. Dennis's firm is one of the prominent "second tier" public accounting firms, which frequently provide auditing services to smaller public and private companies. His firm's client base includes a substantial number of publicly traded financial institutions. He will represent middle market accounting firms, smaller public and private companies and publicly traded financial institutions.
Janet Dolan, Chief Executive Officer, Tennant Company (NYSE: TNC), Minneapolis, Minn. Ms. Dolan's company manufactures industrial and commercial floor maintenance applications. It has a market capitalization of $355 million. She has been an advocate of assuring that the costs of compliance with the Sarbanes-Oxley Act are commensurate with the benefits, especially for smaller public companies. Ms. Dolan will represent mid-sized smaller public companies, especially those in manufacturing industries.
Richard M. Jaffee, Chairman of the Board, Oil-Dri Corporation of America (NYSE: ODC), Chicago, Ill. Mr. Jaffee is the retired President and CEO of Oil-Dri, a producer of sorbent products, such as cat litter, with a market capitalization of $75 million. He will represent microcap companies, especially those in basic industries.
Mark Jensen, National Director, Venture Capital Services, Deloitte & Touche, San Jose, Calif. The clients of Mr. Jensen's firm, a "Big Four" accounting firm, include numerous smaller public companies. Mr. Jensen himself has a diverse background in venture capital. He is a Certified Public Accountant, has worked on numerous initial public offerings and other securities offerings, and has served as audit partner for numerous companies in the venture capital, life sciences and information technology industries. He will represent emerging growth companies, venture capital funds and their auditors.
Deborah D. Lambert, Co-Founder, Johnson Lambert & Co., Raleigh, N.C. Ms. Lambert is Chairperson of the task force of the Council of Sponsoring Organizations of the Treadway Commission that is studying implementation for smaller companies of COSO's framework on internal control for financial reporting. She is also on the board of directors of the American Institute of Certified Public Accountants. Ms. Lambert will represent smaller public accounting firms and the companies they serve.
Richard M. Leisner, Partner in the law firm of Trenam Kemker, Tampa, Fla. Mr. Leisner is a senior securities lawyer specializing in providing legal services to growing companies in capital formation and other corporate transactions and on ongoing SEC reporting issues. He has been active in the American Bar Association and is the former Chairperson of the Small Business Committee of the ABA's Business Law Section. Mr. Leisner will represent emerging growth companies and lawyers working with these types of companies.
Robert E. Robotti, President and Managing Director, Robotti & Company, LLC, New York, N.Y. Mr. Robotti's firm provides broker-dealer and investment advisory services relating to small to mid-cap companies. His firm also invests in these companies. He will represent investors in small to mid-cap companies as well as the interests of financial services firms active in the markets for the securities of these companies.
Scott R. Royster, Executive Vice President & Chief Financial Officer, Radio One, Inc. (Nasdaq NM: ROIAK), Washington, D.C. Mr. Royster has been Chief Financial Officer of Radio One, the nation's seventh largest radio broadcasting company, since 1996. The company primarily focuses on African-American and urban listeners. Before joining Radio One, Mr. Royster was a principal in private equity and private capital investment firms and an analyst with Chemical Bank/Chemical Venture Partners. He has an M.B.A. from Harvard Business School. He will represent rapidly growing smaller public companies and telecommunications companies.
Pastora San Juan Cafferty, Professor, School of Social Service Administration, University of Chicago, Chicago, Ill. Professor San Juan Cafferty sits on the boards of Harris Bancorp, Waste Management, Inc., People's Energy Corporation and Kimberly Clark Corporation. Her fields of special interest include cultural diversity, race and ethnicity in the context of American politics and government. Professor San Juan Cafferty will represent directors of public companies.
Kurt Schacht, Executive Director, CFA Centre for Financial Market Integrity, Charlottesville, Va. Mr. Schacht has been involved in the investment management business since 1990, serving as COO for a retail mutual complex, General Counsel and COO for a hedge fund, and chief legal officer for the State of Wisconsin Investment Board. Mr. Schacht will represent investors in smaller public companies.
Ted Schlein, Managing Partner in the firm of Kleiner Perkins Caufield & Byers, Menlo Park, Calif. Mr. Schlein sits on the board of directors of the National Venture Capital Association. He has been with KPCB, a premier venture capital firm, since 1996. He is credited with establishing Symantec Corporation in the utilities and antivirus markets before joining KPCB. Mr. Schlein will represent venture capitalists, companies funded by venture capitalists, technology companies and investors in venture-backed companies.
James C. Thyen, President and CEO, Kimball International, Inc. (Nasdaq NM: KBALB), Jasper, Ind. Mr. Thyen has served in various financial and executive capacities since he joined Kimball in 1966. The company manufactures furniture, cabinets, and related components for the office, hospitality, entertainment and retail infrastructure markets and electronic contract assemblies for the durable electronics markets. It has a market capitalization of $354 million. Mr. Thyen serves as Co-Chair of the advisory committee and represents mid-sized smaller public companies on the committee, especially manufacturing companies and companies in highly competitive markets.
John B. Veihmeyer, Mid-Atlantic Area Managing Partner for Audit and Risk Advisory Services of the accounting firm of KPMG LLP, Washington, D.C. The clients of Mr. Veihmeyer's firm, a "Big Four" accounting firm, include numerous smaller public companies, including many technology companies. He will represent larger public accounting firms and the smaller companies they serve.
Herbert S. Wander, Partner in the law firm of Katten Muchin Zavis Rosenman, Chicago, Ill. Mr. Wander is a Chicago lawyer who concentrates on business law, especially corporate governance, securities law and merger and acquisition transactions. Much of his practice has focused on companies classified as small and mid-cap. Mr. Wander serves as Co-Chair of the advisory committee and represents smaller public companies served by firms like his, as well as representing lawyers working with these types of companies.
The official observers of the advisory committee named by Chairman Donaldson are:
George J. Batavick, Member, Financial Accounting Standards Board, Norwalk, Conn. Mr. Batavick is the Board Collaborator for the FASB Small Business Task Force.
Daniel L. Goelzer, Member, Public Company Accounting Oversight Board, Washington, D.C. Mr. Goelzer served as General Counsel of the SEC from 1983 to 1990. He is a Certified Public Accountant in addition to being a lawyer.
Jack E. Herstein, Assistant Director, Nebraska Bureau of Securities, Lincoln, Neb. Mr. Herstein will serve as an official observer representing the interests of the North American Securities Administrators Association (NASAA), the organization of state securities regulators.