Subject: File No. S7-09-13
From: Phil Johnston, JD

February 3, 2014

Dear Chair Mary Jo White:

As the former head of the Corporate Governance Practice at Nexsen Pruet, and reading the 585 page proposed equity Crowdfunding for unaccredited investors, the intent of the proposed legislation has been thwarted by unnecessary complexity.

You will want to rely on your own private sector experience:  cap unaccredited investment to $5,000 per investor; eliminate Funding Portals all together and require only Financial Reviews.

In effect, the $5,000 cap obviates the burdensome and expensive Audit and Funding Portal on the emerging small business allowing intended job creation to flourish without undue risk to the all-important working man.

Thank you for your valuable time, consideration and your public service.


Phil Johnston, JD