Subject: File No. 265-27
From: Keith Paul Bishop

September 23, 2015

I am writing to submit comments to the Advisory Committee on Small and Emerging Companies (“Committee”).  

1. The notice and request for comment was inadequate.  It was published on September 18 before a meeting scheduled for September 23.  Providing the public less than 1 week’s notice strongly suggests that the Securities and Exchange Commission (“Commission”) and the Committee were not serious about receiving and considering comments.
2. The link in the notice to the Commission’s Internet submission form was inoperable.
3. The Committee should consider recent legislative efforts by states to recognize the role of finders in securities transactions.  The California legislature recently passed AB 667 (Wagner).  If signed by the Governor, this bill would exempt from California’s broker-dealer registration requirement an individual who is a finder, as defined, who satisfies specified requirements, including, among other things, filing an initial statement of information with the Commissioner of Business Oversight and paying a filing fee.

I previously served as California's Commissioner of Corporations and in that capacity administered and enforced California's securities laws.  I have taught as an adjunct professor at the University of California, Irvine and Chapman School of Law. I have also served as Co-Chairman of the Corporations Committee of the Business Law Section of the California State Bar and Chairman of the Business and Corporate Law Section of the Orange County (California) Bar Association.  This letter is written in my individual capacity and not on behalf of either of these groups.

Very Truly Yours,