RESOLUTION SUPPORTING SUBMISSION OF COMMENTS OF THE BUSINESS LAW SECTION REGARDING CROWDFUNDING TO THE SECURITIES AND EXCHANGE COMMISSION

WHEREAS, the Securities and Exchange Commission has proposed rules (the "Proposed Rules") pursuant to Title III of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") to implement the "crowdfunding" provisions contained in the JOBS Act; and

WHEREAS, an ad hoc subcommittee of the Securities Regulation Committee of the Business Law Section has drafted a letter commenting on the Proposed Rules and making suggestions to remove some of the burdens the Proposed Rules would impose on issuers seeking to use the crowdfunding exemption provided in the JOBS Act; and

WHEREAS, the chair and vice chair of the Securities Regulation Committee have worked with a drafting committee consisting of members of such Committee, all of whom have approved of the draft comment letter; and

WHEREAS, the draft letter has been approved by the Executive Committee of the Business Law Section.

NOW, THEREFORE, BE IT RESOLVED that the Board of Governors supports the submission of the comment letter by and representing the position of the Business Law Section to the Securities and Exchange Commission in substantially the form attached hereto.

PHILADELPHIA BAR ASSOCIATION
BOARD OF GOVERNORS
ADOPTED: January 27, 2014