March 24, 2006
March 24, 2006
Re: File Number 265-23
Members of the SEC:
This letter is in support of the SEC Advisory Committee on Smaller Public Companies (ACSPC) work and the Exposure Drafts recommendation. I have reviewed their Final Report in detail to better understand their process and findings which resulted in recommendations.
American River Ventures is an early stage, high technology venture capital firm. Our first fund is $100m and is a Small Business Investment Corporation (SBIC). An SBIC receives funding from the Small Business Administration (SBA) in a public/private partnership to invest in startup companies in order to help stimulate Americas entrepreneurship and economy.
We typically invest $1m to start and up to $7m total in any one startup company. The companys management team is kept very focused on at least three things: meeting product and revenue milestones, keeping to a tight budget, and working on their next round of financing. As a result of this, we cannot carry the additional time and cost load by having the management team de-focused and spending relatively large amounts of money supporting SOX 404. We already require outside audits for every company. We have established Compensation and Audit Committees for every company. As an SBIC, we already require every companys CEO or CFO to certify the year end financial statements. This process works very well for everyone involved.
Our private companies typically have zero to $50m annual revenue before they are sold to larger companies. Before the time of sale, the companies make internal preparation to comply with the requirements of the larger acquiring company. Corporate governance, SOX 404 requirements, stock option pricing and expensing are all addressed prior to acquisition.
In addition, our companies business condition, technology, and strategy are considered extremely confidential. Public disclosure becomes conflicts of trade secret and potential path to failure for most of these companies. Can you imagine what would happen if foreign companies had sudden access to public information on startup companies in the U.S.?
Americas past has been significantly shaped by entrepreneurship mentality and actions. We need to keep nimble and aggressive in this area. As a Chief Financial Officer, I am in full support of excellent internal controls but balance that with cost and time and effort of these microcap private and public companies.
I, along with testimony and comment letters received by the Advisory Committee, support the proposal put forth by Advisory Committee. I urge the SEC and ACSPC to include recommendations pertaining to internal controls for these microcap companies. I would rather see a real exemption from SOX 404 for these companies rather than unless and until a framework for assessing internal control over financial reporting is developed. Proposed exemptions from SOX 404 do not exempt any company from good corporate governance or adherence to other securities laws and regulations and the remainder of the Sarbanes-Oxley Act.
Sincerely,
Janice OBrien
Chief Financial Officer
American River Ventures