Subject: File No. JOBS Act Title I
From: william k woodruff
Affiliation: member William K. Woodruff Co. LLC

July 14, 2013

I was in the investment banking business for 30 years raising capital for growth companies. Talk of caoital gains taxes effecting small companies ability to raise capital is noise. The U.S. has lost several mid level investment banks that raised billions for growth companies i.e. Robertson Stephens, Hambrecht,Alex Brown L.F. Rothchild etc. The markets are broken for small cap companies, trading with penny spreads makes it impossible for any investment bank or broker dealer to write research or make markets in smaller growth companies.Bid/Ask spreads need to be wide enough to justify research and capital commitments for underwriters. The current market place for IPO's is "Goldman, J.P.Morgan and a few other, from there the quality of the underwriters drops. I have spoken to several of my friends that used to be in the business and have no interest in returning. Penny spreads, high frequency traders and dark pools make it impossible to try to do business. The markets need to be what they are supposed to be, a place where companies can raise capital to grow. What we have now is too many players and not investors GAMING the market this has driven away research driven investors and resulting in money flows into index funds and away from people that picked stocks. Think Peter Lynch.