Crowdfunding Update! Using Title III Disclosures In Title II

By Mark Roderick , CrowdFund Beat   Sr. Guest  Contributor, @CrowdfundAttny.

 

Microsoft-Update

 

 

 

 

 

Title III requires all these disclosures, reported on the new Form C:

The name, legal status, physical address, and website of the issuer
The names of the directors and officers of the issuer and their employment history over the last three years
The name of each person owning 20% or more of the issuer’s stock
The issuer’s business and business plans
The number of employees of the issuer
A statement of risks
How much money the issuer is trying to raise
How the money will be used
The price of the shares or the method for determining the price
The capital structure of the issuer, including the rights of all security-holders, restrictions on transfer, and how the securities are being valued
A description of the portal’s financial interests
A description of the issuer’s liabilities
A description of other offerings conducted within the past three years
A description of “insider” transactions
A discussion of the issuer’s financial condition
Financial statements or their equivalent
Any other information necessary in order to make the statements made not misleading
As I write this, a lot of very smart entrepreneurs and software engineers are working to automate these disclosures. They have to: to make money running a Title III portals, you’re going to have to automate everything that can be automated.

Now look at Title II. As a write this, the disclosures for almost all Title II deals are prepared the old-fashioned way, with a lawyer writing an old-fashioned Private Placement Memorandum. The PPM for Deal 1 on Portal X might or might not include the same information as the PPM for Deal 2 on Portal X, and almost certainly doesn’t include the same information or look the same as the PPM for deals on Portal Y. An investor trying to compare apples to apples would go, well, bananas.

That situation is ripe (sorry) for change and I think it will change as Title III comes online, for three reasons:

As someone argued recently, investors couldn’t care less about the distinction between Title II and Title III. They are going to want to see the same information in the same format.
Using the tools developed for Title III, Title II portals will be able to provide more information than they are currently providing, cheaper and more effectively.
There is no law that dictates what information must be provided in a Title II offering. But we still think about 17 CFR §240.10b-5, which makes it unlawful to “. . . .make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made. . . .not misleading. . . .” As the industry develops, it seems at least possible, if not likely, that the disclosures required by Title III could be viewed as the standard for avoiding Rule 10b-5 liability.
Questions? Let me know.

For more information on Crowdfunding, including news, updates and links to important information pertaining to the JOBS Act and how Crowdfunding may affect your business, follow my blog, or twitter handle: @CrowdfundAttny.

Tags: , , , , , , , , , , , ,

HEADLINE NEWS

Yahoo FinanceCan Equity Crowdfunding Be Fixed?Yahoo FinanceWith the adoption last year of the Regulation Crowdfunding (Reg CF) exemptions by the Securities and Exchange Commissionprivate companies can now raise capital from all 230 million American adults. Until now, businesses have b [...]

Phys.OrgCrowdfunding expands innovation financing to underserved regionsPhys.OrgThe study found that crowdfunding in a region, and in particular successful technology campaigns, appeared to cause an increase in venture capital funding in the region. This occurs as venture capitalists [...]

Telegraph.co.ukWellesley to freeze crowdfunding campaign as it courts City investorsTelegraph.co.ukPeer-to-peer property lender Wellesley is suspending its crowd-funding efforts as it courts City investors to help fund its expansion. Wellesley is set to pause its campaign that asked s [...]

Mountain XpressFaces in the crowd: WNC crowdfunding initiatives | Mountain XpressMountain XpressEach week, Xpress highlights notable WNC crowdsourcing initiatives that may inspire readers to become new faces in the crowd. This week features an album ...and more » [...]

Amanda Todd's mom nears crowdfunding goal to attend Netherlands trialCTV NewsThe mother of a B.C. teen who died by suicide after being sexually exploited online is raising money to travel to the Netherlands for the trial of a Dutch citizen who will eventually be extradited to Can [...]

Crowdfunding Helps Little Red Feather Buy Horse ShareBloodHorse.com (press release) (registration) (blog)"We have the budget for one or more additional purchases under this current Crowdfunding initiative," said LRF's founder and managing partner, Billy Koch. "We n [...]

EntrepreneurHow Will Donald Trump's Presidency Affect Crowdfunding?EntrepreneurDonald Trump will soon be inaugurated as the country's 45th president and will potentially impact the burgeoning crowdfunding industry in a "yuge" way. Before I share my thoughts as one [...]

VentureBeatHere's how regulation crowdfunding performed in 2016VentureBeatIn May, the third and final part of the 2012 JOBS Act, Regulation Crowdfunding, went into effect and 2016 ended with much promise for entrepreneurs seeking funding and our government seeking jobs. Regulatio [...]

STV NewsCouple launch crowdfunding campaign to start own energy firmSTV NewsA couple fed up with the performance of energy suppliers are launching a crowdfunding campaign to start their own company. David Pike and Karin Sode said their firm Our Energy will be "completely transpar [...]

Forbes'Star Citizen' Lumbers Into 2017 With $141 Million In CrowdfundingForbesWhile HL3 is more a question if Valve ever feels like making video games again, Star Citizen is another animal entirely, a game that's very publicly in development with a practically unlimited [...]

CFB Finance

Marketwired

  • Crowdfunding
  • Crowdfund
  • Peer to Peer Lending
  • FinTech
  • Reg A+
  • Reg CF
  • Crowdfunding USA

Press Release

Live Crowdfunding .tv

What's Next Step in Regulation A+ JOBS ACTS Title IIII :L Interview : Steve Cinelli with Brian Korn Securities and Crowdfunding/Peer-to-Peer Lending Lawyer, Watch more video library | Conference | Interview | Campaign Showcase | Research | Education |