David Weild Presentation at SEC 3.4.15

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    © IssuWorks – Proprietary and Confidential © 2014-2015 All Rights Reserved

    SEC Advisory Committeeon Small and EmergingCompanies ’15

    The U.S. Need For Venture ExchangesMarch 4, 2015

    David Weild IV

    [email protected] 646-472-9603

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    ’15

    SEC Advisory Committeeon Small and Emerging

    Companies 

    mailto:[email protected]:[email protected]

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    © IssuWorks – Proprietary and Confidential © 2014-2015 All Rights Reserved

    SEC Advisory Committeeon Small and EmergingCompanies ’15

    ’15SEC Advisory Committeeon Small and EmergingCompanies 

    Weild & Co. | IssuWorksReplacing lost distribution

    • We combine

    • Data acquisition

    • Data science (investor targeting)• CRM (institutional investors)

    • Direct marketing (customized outbound emails)

    • Computer-telephony (telephone follow-up)

    • Feedback

    • To provide:

    • Enhanced distribution to Wall Street

    • Enhanced distribution to Companies

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    SEC Advisory Committeeon Small and EmergingCompanies 

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    Background

    • Published Studies

    • Why are IPOs in the ICU? (Weild & Kim)

    • Market Structure is Causing the IPO Crisis (Weild & Kim)

    • Market Structure is Causing the IPO Crisis - and More (Weild & Kim)•  A Wake-up Call For America (Weild & Kim)

    • The Trouble with Small Tick Sizes (Weild, Kim & Newport)

    • Making Stock Markets Work to Support Economic Growth (Weild, Kim &

    Newport)• The U.S. Need for Venture Exchanges (Weild & Kim)

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    Widely followed:

    • SEC

    • Federation of European Securities Commissions

    • European Commission

    • OECD

    • G-20

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    SEC Advisory Committeeon Small and EmergingCompanies ’15

    ’15SEC Advisory Committeeon Small and EmergingCompanies 

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    SEC Advisory Committeeon Small and EmergingCompanies ’15

    ’15SEC Advisory Committeeon Small and EmergingCompanies 

     Agenda:

    • The Problem

    • Why It Is Important

    • Primary Cause• Solution: Venture Exchanges

    • Manage by Objective

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    SEC Advisory Committeeon Small and EmergingCompanies ’15

    THE PROBLEM

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    By the Numbers (1998 to Present)

    • U.S. Fell from #1 to #12 in Small IPOs

    • U.S. Fell from #1 to #2 in Large IPOs

    • U.S. Fell from 14% to 8% Start-ups• U.S. Fell from 9,000 to 5,000 Listed Companies

    • U.S. IPOs fell from 500/year to 150/year, should be 950/year

    • Lackluster employment

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    What IPO market?

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    What IPO market?

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    Investment Banking System Collapsed (1994)

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    No Money For Sales, Distribution and Market Making in

    Small Cap Stocks (2014 Bookrunners of Small IPOs)

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    What Some Academics Attribute to Weild & Kim as, “ The Ecosystem

    Theory of Small IPO Decline.”

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    What IPO market?

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    WHY IT IS IMPORTANT

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    Why Everyone Should CareJobs | Prosperity | Problem Solving

    • Jobs (10 million+ total, 1.5 million- 2.5 million direct)

    • Poverty (Full Employment)

    • Retirement (Growth)• Innovation

    • Oncology

    • Renewable Energy

    • Internet Security• National Security

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    PRIMARY CAUSE

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    Two Causes

    • Capacity (Diminished revenue to pay for investment banking,

    research, sales and capital commitment in support of liquidity)

    • One-size-fits-all market model

    • Works for naturally liquid stocks (large- and mid-cap)

    • Fails illiquid stocks (small-, micro- and nano-cap)

    • Cost to Issuers

    • Disclosure

    • Transaction failure

    •  Aftermarket failure

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    Loss of Economic Incentives

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    SOLUTION: VENTURE EXCHANGES

    Let’s put an end to “One-size-fits-all markets”

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    What is a “ Venture Exchange?”

    • NASDAQ in the 1970s and 1980s was the de facto U.S. Venture

    Exchange

    • London’s AIM

    • Toronto’s TSX Venture

     All have lost their way through a loss of the ecosystem-focused (as

    opposed to shareholder-focused) economic model.

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    Be Bold: Institutionalize the Solution

    • Create “Regulation Venture Exchange”

    • Establish a “Venture Exchange Division” of the SEC (and

    FINRA and DTCC)

    • Charter “member-owned” (sustains the ecosystem) “Venture

    Exchanges”

    •  Permit listings up to $2 billion (feeds ecosystem) in market

    value

    • Competition:

    • Between Venture Exchanges

    • Between Venture Exchanges and Other Exchanges for

    Listings Up to $2 Billion in Market Cap.

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    Exempt Venture Exchanges From:

    • Order Handling Rules

    • Reg. ATS and NMS

    • Unlisted Trading Privileges (Rule 12f-2)

    • Decimalization

    • Sarbanes-Oxley

    • State Blue Sky

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    Create a new pro-growth environment:

    • “Yes” to

    • SEC Review (not State, not NOMAD)

    • SEC Scaled Disclosure

    • JOBS Act Research Rules

    • “No” to

    • ETFs & Index Funds

    • Depress liquidity

    • Siphon capital from capital formation

    • Undermine ‘Entrepreneurial IQ’

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    In addition, some improvements to private

    markets:

    • Require basic disclosure

    • Require a consolidated tape

    •  Allow national aftermarket solicitation of accredited investors andinstitutions

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    MANAGE BY OBJECTIVE

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    The Objective: By the Numbers: 10 mil lion jobs

    • U.S. Fell from #1 to #12 in Small IPOs

    • U.S Back to #1

    • U.S. Fell from #1 to #2 in Large IPOs

    • U.S. Back to #1

    • U.S. Fell from 14% to 8% Start-ups

    • U.S. Back to 14%

    • U.S. Fell from 9,000 to 5,000 Listed Companies

    • U.S. Goes from 5,000 to 13,000+ growing at 3%/year

    • U.S. IPOs fell from 500/year to 150/year• U.S. Goes from 150/year to 950/year growing at 3%/year

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    © I W k P i t d C fid ti l © 2014 2015 All Ri ht R d

    SEC Advisory Committeeon Small and EmergingCompanies ’15

    The U.S. Need For Venture ExchangesMarch 4, 2015

    David Weild IV

    [email protected] 646-472-9603

    ’15SEC Advisory Committeeon Small and EmergingCompanies 

    mailto:[email protected]:[email protected]