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We proudly invite you to 4th Annual Crowdfunding USA on May 4-5, 2017 National Press Club Washington, DC.

Crowdfund Beat Media Presents: 
 
The Important gathering will discuss what’s new on State of Investing and Risk Mitigation through evolving Internet finance space under the label “2017 the Year of 2.0 Equity & SME Finance-Online Lending or Investing- Crowdfunding “Jobs Act” under new congress & President Trump administration”

 See Conference website & Full Agenda Speakers 

 
For Promotional Opportunities, Group Discount, Sponsorship, and how to become a panelist call 1-888-580-6610 or email to info@crowdfundingusa.com

CF USA AGENDA’s  SNAPSHOT

SEC – FINRA – JOBS ACT – Early Investing
Family Offices – IRA Trust
Rules and Regulations Consideration
Rule 506(c) – Title II Tittle III REG D REG CF
Definition of accredited investor?
Liquidity for the private securities space
Redefining Securities Distribution through Crowdfunding

Real Estate Crowdfunding

Why Hot Real Estate CrowdFunding Is The Next  New Frontier?
Impact of crowdfunding on real estate finance and deal-making
Is Real Estate Crowdfunding Offers An Attractive Alternative For Secure Investments?
The Impact of Technology and Internet on Real Estate Crowdfunding

Trump to Lift Community Bank Regulations (and what that means for house flippers)

Shadow Banking
Dodd-Frank: A Republican Congress
will likely be looking for ways to scale back time and money on business regulation.
Real Estate Crowdfunding and Community Development

Pros & Cons of Internet finance and lending 

2017 State of CrowdFunding

Business of Crowdfunding & Reaching the Goal – How to Make It Happen

Multiple Faces of Crowdfunding on Equity

Future of EB-5 Business Finance & Crowdfunding
Disruption of Equity Crowdfunding on VC’s – Angel Investors
Is Online Lending & Fintech industry here to stay?

Exploring Title II
Why it dominates and will continue to dominate crowdfunding
What initiatives are being pursued to create secondary markets or other means
Effect of IPO window

Regulation A+ Mini IPO
Many of the Reg A deals got pulled this last year.
Is this offering type holding up to investor interest.
Need research on Reg CF, Reg A+ and other offerings.
How much was raised, and how have they performed.
Aftermarket performance of Reg A+ deals

After hours Networking 

Round table discussion

 

2017 Crowdfunding Persons of the Year

 

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Sherwood Neiss, Jason Best. Principals Crowdfund Capital Advisors, LLC

Each year, Crowdfund Beat Media Group assesses the landscape of the crowdfunding industry to identify thought leaders and individuals significantly impacting the evolution of digital finance.   To culminate this search, the Group selects a Crowdfunding Person of the Year, whom it believes has made an indelible mark to advance adoption and growth of the crowdfunding effort.  With Title III of the JOBS ACT, effectively Regulation CF, went live past May, we have identified two individuals that have been working tirelessly and successfully in making crowdfunding a reality, and feel honored to recognize them as 2017 Crowdfunding Persons of the Year.

Jason Best and Sherwood “Woodie” Neiss are Principals at Crowdfund Capital Advisors, where they have advised government agencies, NGOs and global leaders on the merits of crowdfunding and its impact on entrepreneurial activity.   Prior to the expanse of their travels and relationships, including with the World Bank and InterAmerican Development Bank, they initiated Startup Exemption, with Zak Cassady-Dorion, which laid the foundation of the legislative framework that evolved into Title III.

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It is due to these past and ongoing contributions that Crowdfund Beat Media feels compelled and honored to award Woody and Jason 2017 Crowdfunding Persons of the Year.

By Jorge Sanchez, Crowdfund Beat Guest Editor,

Innovation and entrepreneurial activity is driven by entrepreneurs, their ideas, actions, and the relationships formed in the marketplace. While this has been the case for economic growth, the primary funding mechanism we have had in place is not a natural extension of these business processes. We have had a large proportion of the entrepreneurial class being underserved by the capital needed to fund or grow their ventures. This was because the current legal landscape prohibited it.  However, today if a tech startup or business needs capital they have modern technology at their disposal that enables them to leverage their social networks in order to fund their startup or grow their businesses.

As a result of the Great Depression, regulatory actions were taken that imposed limits on where entrepreneurs can seek funding. Fueled by fear and desperation, the risks and power of investing in our nation’s business opportunities were removed from the public and placed in the hands of banks and wealthy investors. Because most people did not have access to these investors, small business, and startup financing became a function of bankers and collateral, not innovation and market demands.

Fortunately, this flaw in our funding landscape has been mended. Through the actions of a few ambitious and determined men, decades-old financial regulation have been amended to reflect modern capabilities and economic reality. Today, markets don’t just function to determine which businesses survive, but also which businesses are born.

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Niess, Zak Cassady, Best

Sherwood “Woodie” Neiss, Jason Best, and Zak Cassady-Dorion are not politicians, they are not lobbyist, nor are they D.C. insiders. The men behind, perhaps the most important policy change of our lifetimes, are entrepreneurs. The three Thunderbirds are businessmen with experiences that awarded them with intimate knowledge about the needs of startups and the pains of raising capital. They did not just embark on a political journey, they instead created The Startup Exemption and to tackled head on the problem, making regulatory change. Their historic campaign lasted just 460 days, culminating in the framework that was adopted and signed into law by president Obama in April 2012.

The journey began with a problem that had been widely acknowledged, but was never addressed. The impact the group has and will continue to have is the direct result of their development of a solution with the collaboration of stakeholders and early thought-leaders like Kevin Lawton, Danae Ringelmann, and Steve Cinelli in the form of a framework that would later go on to become a part of the JOBS Act

In the halls of congress, the trio of entrepreneurs were an anomaly and there was doubt and pessimism that the group could accomplish their task at all, especially not with the absence of a large war chest and an army of lawyers. But perhaps that is exactly why the political neophytes were able to accomplish their lofty goal in a year and a half, instead of the five to ten policy experts predicted.

Those on The Hill turned out to be people that understood technology and how to leverage it, not the technological laggards that policy makers are commonly portrayed as. The group also discovered that they had tapped into a problem with universal support. During a time with an alarming unemployment rate, flat GDP growth, and a slowdown in the flow of cash from banks to small businesses, D.C. lawmakers were happy to be met with a solution for the biggest problem facing the nation.

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Sherwood Neiss, Karen Kerrigan , Jason Best, Douglas Ellenoff on May 16th, 2016 Capitol Hill in DC

In May 2016, Regulation Crowdfunding of the JOBS Act went live and the startup exemption become law. Over half a year later, we have seen a steady and methodical adaptation of the innovation. Jason and Sherwood are now principals at Crowdfund Capital Advisors (CCA), where they advise governmental leaders and stakeholders, like the SEC and the World Bank, on how to draft and implement crowdfunding in order to ignite job creation from the grassroots level.

When asked about the adoption of the regulation so far, the pair expressed optimism and satisfaction. They see success by how it is being embraced by the industry, thoughtfully and with care to ensure the integrity of the law is upheld and the balance of investor’s and entrepreneur’s needs and concerns are maintained. The crowdfunding community looks to amend the laws to further strengthen the fit between the needs of the entrepreneur and the laws regulating them.

Amendments to the original rules are coming to a boiling point. The Fix Crowdfunding act, proselytized by many within the crowdfunding world, aims to make the exemption more friendly and appealing to issuers by raising the limits on funds that can be raised, enabling the use of special purpose vehicles, and removing liabilities away from portals for the issuers who use their services. While any changes to the regulation are being carefully scrutinized to ensure adequate investor protection, Sherwood believes the regulatory bodies are motivated to support job growth by empowering entrepreneurs with access to capital. They will do so with the data and case studies that have been collected since the first iteration of the law went live in May 2016.

Jason and Sherwood’s outlook crowdfunding is bright, they see a thriving asset class which creates a new path to capital for underserved entrepreneurs who collectively make up the largest non government source of employment.

It is for these efforts and their continued commitment to the progression of Crowdfunding, that Sherwood Neiss and Jason Best are being honored as the 2017 Crowdfunding Person of the Year.

 

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The Search for Yield, Part 2: Refinancing Commercial Real Estate

By  Kyle EngelkenWealthForge Crowdfund  Beat Guestpost,

Ten years ago, you could not open your daily financial periodical without being bombarded with articles about the subprime loan crisis. However, quietly in the background, commercial mortgage backed securities (CMBS) were being issued at a record pace with loan to value ratios over 100 percent. In 2005, approximately $169 billion of CMBS loans were issued.

Two years later, this number reached $230 billion. Today, analysts are predicting just $50 billion in CMBS issuance for 2016—far less than the nearly $90 billion in loans due for refinancing this year and over $100 billion in 2017.1 Many of the commercial loans were issued at 10-year terms and the so-called “wall of maturities” has arrived. As a result, there are many opportunities for accredited investors to access private credit funds that seek to close the funding gap created by the supply and demand dislocation in commercial credit markets.

Traditional debt providers such as large banking institutions are limited in the capacity to refinance commercial debt due to regulations requiring lower LTV ratios and a continued aversion to the asset class from the Great Recession. Private Fund managers are stepping in to originate financing solutions for borrowers that are unable to secure funding. In many cases, high performing commercial properties with strong cash flow are unable to refinance with a traditional lender and private fund managers are able to get exposure to high yielding assets with reasonable risk exposure. In other instances, commercial borrowers that are currently “under water” on their loan have decided to forgo property enhancements and any other capital investment aimed at increasing rental income. Fund managers that step in to provide much needed recapitalization solutions to this subset of borrowers can turn around a non-performing asset at attractive terms.2 The supply of financing solutions in today’s market does not match the demand given the CMBS maturity wall. The imbalance continues to provide an opportunity for accredited investors to participate in funding opportunities that offer attractive current income on diversified commercial properties.

Investors looking to allocate capital to real estate have many options. Private investments in core, value add, and opportunistic real estate funds continue to attract billions in capital commitments annually from high net worth family offices, endowments, and other institutional portfolios. Gaining access to quality offerings as an individual accredited investor is not as difficult as it used to be thanks to internet-based private investment platforms. Advisors are getting word of opportunities as they become available, and with minimums well below $1 million, investors can fulfill a commitment without over-allocating to the asset class. While investing in the equity side of a real estate transaction allows investors to participate in upside (and downside, for that matter) valuation potential, real estate debt can offer attractive risk-adjusted returns with current income. Fund managers participating in the refinancing of commercial real estate debt are touting target IRRs between 10% and 15% with quarterly cash distributions.3

The flow of “rescue” financing opportunities on commercial real estate debt should continue well into 2018 as the 10-year fixed rate debt issued during the “bubble” years comes due. High quality properties with outsized debt burdens are in the cross hairs of value-add and opportunistic fund managers. Public markets offer few options with meaningful yield potential in today’s low interest rate environment. Private funds, although illiquid and subject to a broader range of risks, are in a unique position to generate yield for accredited investors.

THE FINTECH REVOLUTION COMES TO REGIONAL AND COMMUNITY BANKS

Crowdfund Beat Fintech Center. 

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Manatt Survey Reveals Collaboration, Not Competition, Between Banks and Fintech Is the Way Forward

LOS ANGELES – Oct. 24, 2016 – Thousands of regional and community banks are turning to fintech in order to meet the needs of customers who demand services on their computers, tablets and phones, according to a new report by Manatt, Phelps & Phillips, LLP. Conducted in conjunction with Mergermarket, the report, “Growing Together: Collaboration Between Regional and Community Banks and Fintech,”  is based on survey responses of senior executives from regional and community banks (50%), fintech companies (25%), and private equity firms, venture capital firms and investment banks (25%).

The survey reveals that executives are optimistic about future collaboration between the two industries, with 54% of bank respondents calling fintechs a potential partner and 89% believing that partnerships between the two will reign in the next decade. The benefits are clear to both sides. As banks seek to gain a competitive advantage, they see fintech as a way to offer online services to customers while decreasing technology costs and offering lower lending rates. Fintech firms also see the potential in working together (58%) as an advantage to gain access to the clients of midsized and smaller banks.

“Rather than compete or acquire one another, we’re seeing these institutions begin to form partnerships, and we predict that collaboration will be the primary way that they continue to interact,” said Brian Korn, chair of Manatt’s digital finance and marketplace lending practice. “In September, Radius Bank announced it would team up with online lender Prosper in an innovative deal to help make small business loans, a model that continues the collaboration theme demonstrated by other banks and lending platforms, such as JPMorgan Chase and OnDeck and Regions Bank and Avant. This is the beginning of a new trend that points specifically to an increasingly symbiotic environment.”

While the benefits of working together are unmistakable, adapting to the fintech revolution is not always smooth. Banks need to be prepared for the challenges of implementation, as well as possible security risks. As an executive of one Southeastern community bank put it, “We would have to restructure all our processes and push management and employees through training in order to get accustomed to the new technology. But we foresee a slowdown in our business if we do not find new solutions to implement. So currently I would say we are unprepared, but on the way to getting prepared, for the necessary changes.”

Banks are hyperaware of regulatory risks and therefore demand high standards from fintech companies when it comes to compliance—bank respondents who are not partnering with fintech (19%) cited cybersecurity among their biggest worries. The threat of data breaches is part of digital services, and both banks and fintech firms know how dangerous security risks can be to their businesses. As a result, the two sides must pay careful attention to the issue when preparing to collaborate.

“Despite the demand for mobile services, cybersecurity will be the chief concern as these institutions come together. Fintech opens numerous doors for traditional banks, but at the same time, it leaves the possibility of a cyber breach wide open,” said Craig Miller, co-chair of Manatt’s financial services practice. “Manatt is well equipped to help these institutions navigate compliance challenges that will arise during this exciting time in financial services, from counseling on cybersecurity preparedness and response plans to exploring the different types of partnership agreements that exist and ensuring those agreements are legally compliant. Building on Manatt’s traditional strength of working with depositary institutions and our leading digital finance and marketplace lending practice, we look forward to helping banks, fintech companies and investors develop strategies to overcome these challenges.”

Here are four key takeaways that are useful to everyone in the banking and fintech sectors when approaching the challenges that come with collaboration:

 

  • Banks are on board with fintech. At 81%, the overwhelming majority of regional and community banks are currently collaborating with fintechs. In addition, 86% of regional and community bank respondents said that working with fintechs is “absolutely essential” or “very important” for their institution’s success.

 

  • Lower costs + a better brand = a win-win. For regional and community banks, enhanced mobile capabilities and lower capital and operating costs were highlighted as the benefits of collaborating with fintechs. Fintechs named market credibility and access to customers in regional markets as the main benefits to partnering with banks.

 

  • Data security remains a challenge. Both banks and fintech companies are highly sensitive to the ways in which data is shared and secured. This means extra attention must be paid to cybersecurity when the two sides collaborate—especially given the cultural mismatch that can exist between them. Despite the optimism among banks for collaboration, preparedness is a large concern. Almost half of regional and community bank respondents said they are just “somewhat prepared” or even “somewhat unprepared” for this kind of partnership.

 

  • Regulatory concerns remain paramount. For banks and fintech firms, structuring relationships that are regulatory compliant, including, if required, prior regulatory approval, is critical to ensuring success and the opportunity to change the way financial services are ultimately delivered.

The full report is available for download on Manatt’s  website. 

 

 

REPORT: Equity Crowdfunding – Risks and liabilities as the industry matures

 

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BY Ronald Kleverlaan Crowdfunding strategy, CrowdfundingHub, advisor European Commission, co-founder European Crowdfunding Network

Within the rapidly-expanding alternative finance industry, equity crowdfunding is emerging as a popular method of growth finance. Equity crowdfunding is a mechanism by which a broad group of investors can fund start-up companies and small businesses in return for equity.

In collaboration with UK insurance company AIG, the researchers of CrowdfundingHub worked together with leading European experts from SyndicateRoom, Seedrs, AIG, CrowdCube, Invesdor, Twintangibles and Legal Alternative to create a state-of-the-art overview of the Equity Crowdfunding industry.

Summary of report

Introduction: The rise and rise of equity crowdfunding

Overview of the growth of the equity crowdfunding industry globally and in Europa.

Chapter 1: Latest developments in equity crowdfunding

Secondary markets, business angels and equity crowdfunding, growth in deal sizes, serial crowdfunding and DIY crowdfunding campaigns.

Chapter 2: Striking the right regulatory balance

Investor protection versus access to finance for companies. Do regulations help or hinder the growth of the equity crowdfunding industry? What will be the impact of Brexit on the equity crowdfunding industry.

Chapter 3: Tackling investor protection

Direct shareholder versus nominee structure, due diligence and cross-border considerations

Chapter 4: Mind the gap: Risks and liabilities associated with crowdfunding platforms

Risks and liabilities associated with crowdfunding platforms, insurance as mechanism for sustainable growth of platforms and fraud risk case studies.

Download free report:

The full report can be downloaded here: Equity Crowdfunding – Considering potential risks and liabilities as the industry grows and matures.

Real Estate Crowdfunding for Retirement

Crowdfund Beat Media,

Real estate is an important part of any well-diversified portfolio. Not only is it a good way to protect yourself against volatility in the stock market, it can also provide retirement income.

One of the best things about investing in real estate is that you have so many different ways to do it. House-flipping is one option if you want to pocket big profits all at once. Becoming a landlord is another way to go if you’d rather be on the receiving end of monthly rental payments.

 

Real estate finance

Real estate crowdfunding, is an alternative that’s gaining popularity. It’s estimated that the real estate crowdfunding industry topped $2.5 billion in 2015 and is still growing. If you are wondering if this is a good time get in on the game and start fortifying your retirement goals, here’s a overview of real estate crowdfunding.

Real estate becomes more accessible. Private real estate deals have historically been reserved for high net-worth investors who possess the right connections to gain access. Real estate crowdfunding opens up many of these opportunities to the average investor.

This is a great opportunity for investors who are struggling to find an entry point into the real estate market. Crowdfunding enables investors of all ages, risk profiles and wealth levels to acquire real estate for the first time. With as little as a $5,000 investment or in some cases even less, investors can buy a stake in a property. From residential projects to shopping malls to office buildings, there are numerous options.

Crowdfunding is removing barriers to investing in real estate that previously shut a large number of investors out of the game. The SEC’s approval of Title III of the JOBs Act in October 2015 widens the possibilities even further by allow non-accredited investors to take part in crowdfunded real estate deals.

The opportunity for diversification expands. With direct ownership, your options are more limited when you don’t have the ability to purchase multiple properties. Real estate crowdfunding eliminates that obstacle.

Instead of being locked in to a single property type, investors have more flexibility where they put their money. They also have a choice between investing in equity in return for a share in a particular property, or debt investments, which are tied to the property’s mortgage.

If you buy a property to flip or rent, you’ll most likely feel more comfortable investing in your own backyard. When you are investing through crowdfunding, you can invest throughout the country and more easily diversify across property types, investment types and geographies.

It’s a less stressful way to invest in real estate. Owning a rental property or tackling a flip project is great for investors who prefer an active role but it’s not necessarily a good fit for someone who wants to relax in retirement.

With house-flipping, investors have to factor in all the costs involved, from buying the property to physical construction, as well as the interest paid to lenders if you’re financing the project. Besides that, there are the tax implications that go along with realizing short-term financial gains. Bottom line, it takes a long time to master the art of rehabbing. Investors have to be able to anticipate problems and have a counterattack ready.

Owning a rental house is no less of a challenge. There are the difficulties that go along with finding tenants and making sure you’re adhering to the legal guidelines for renting. Then there’s the day-to-day demands associated with managing a property, which can be time-consuming.

The passive nature of real estate crowdfunding as being more suited to retirees who have less of an interest in direct involvement.

Real Estate Investing is a Great Way to add Retirement Income
For some investors, real estate is a viable option for generating money and diversifying your investments.

Understand the risks. While real estate crowdfunding may be more preferable to direct ownership for some retirees, there are some potential drawbacks.

Liquidity is one issue that may be of more concern to retirees. Depending on how a deal is structured, you may be looking at a holding period of anywhere from 18 months to seven years before you’re able to recoup your investment.

In that scenario, owning a rental property or flipping homes could begin to look more attractive because there’s a more immediate payoff. Factoring in the holding period is important if you have a pressing need for sustainable cash flow outside your existing investments.

With crowdfunding deals that are structured as debt or loans, investors receive returns for loaning the owner/ developer money.

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What to Know Before Purchasing a Restaurant Franchise

 

Franchises have proven to be a lucrative venture for savvy investors, and the restaurant industry continues to remain a popular option for entrepreneurs looking to expand their business sights. While in theory it sounds like an easy venture—buy a pre-existing business that’s proven to be successful and oversee it—in reality, the ins and outs of securing and maintaining a restaurant franchise can be time-and-cost intensive. Consider the following facets of franchise endeavors and determine whether this venture is right for you.

Raise the Funds

While opening a franchise restaurant is generally much cheaper than starting a restaurant from scratch and building it from the ground up, that’s not to say it doesn’t come with its fair share of expenditures. Whether you choose to crowdfund your venture or pursue more traditional loans, you’ll need a huge cache of capital to even get your restaurant idea off the ground. Fortunately, securing the financing for a franchise is often easier than searching for capital for an independent business idea, because the success of the proposed business has already been proven. The cost of opening a restaurant can vary, but it’s easy for entrepreneurs to see themselves spending hundreds of thousands to millions of dollars.

The Struggle to Secure Permits

Restaurants require a bevy of permits and there are many stipulations regarding legality. The food industry faces some strict governing policies, and you’ll need to be knowledgeable about local and state laws to ensure your doors stay open. Always consult restaurant legal counsel to maintain your business and be sure to give yourself enough time before opening to secure the zoning permits and determine local government hurdles you’ll need to jump. The permits you require will depend heavily on the franchise you wish to acquire.

Some franchises may require additional permits, for example, alcohol. Alcohol sales make up a bulk of restaurant profits, and if your franchise is well-known for its bevy of spirits, beer, and wine, you’ll need to keep up by securing the right liquor license depending on your state and local laws. Depending on your geography, you can face some tough competition for alcohol permits. Consider this: Some liquor licenses in California (a highly populous state with fierce competition when it comes to the restaurant and hospitality industries) can cost upwards of hundreds of thousands of dollars. The cost is one thing to consider, but the availability is a concern all on its own. In most states, the limited amount of alcohol permits have already been issued, meaning you’ll have to finagle a license from a pre-existing pool of liquor license owners that are in the market to sell. Keep in mind that you won’t be alone in your efforts; the restaurant business is competitive, and it’s highly likely you’ll need to outbid other willing buyers, so again, accessing the right capital as mentioned above is paramount.

The Personal Responsibility

Beyond hiring the right employees, coming up with sufficient funds to keep your franchise’s doors open, and utilizing the best marketing techniques to harness loyal patrons, you’ll also need to be prepared to dedicate your own time to an extent you might not have expected. Most franchise owners find themselves the first to show up in the morning and the last to leave at night. There’s also a heavy amount of liability that you’ll open yourself up to as the owner of a small business. If you’re not looking for a time-heavy commitment, franchising may be the wrong choice. There are personal benefits in comparison to solo restaurant ventures, however. Franchisees find themselves inundated with a well of knowledge, as the corporate side of the business will send along training manuals, necessary equipment, and customer support options that will help you navigate the process and maintain the company’s success.

Franchising can be a lucrative opportunity so long as you’re prepared with the right funding and the proper education. Keep these tips in mind before you place an offer on the franchise you’ve been eyeing.

 

 

Regulation A Timeline

By Mark Roderick CrowdFunding Beat  Sr. contributing editor and crowdfunding attorney with Flaster/Greenberg PC.

“How long will it take?” That’s one of the two questions I’m asked most often about Regulation A.

The answer is that if everything goes smoothly, it should take about 20 – 24 weeks from the day an issuer decides to raise money using Regulation A until it begins selling securities. Every company is different, of course, and lots of things can delay the process, but 20 – 24 weeks is a good rule of thumb.

With this Regulation A Timeline, I hope to provide issuers and their advisors with a framework for conducting a Regulation A offering, with tasks and milestones. Three notes:

  • Don’t try to view this on your phone! There’s a lot to cover.
  • As you’ll see, there’s a lot to do in the first few weeks. The more thorough the attention given to the earliest tasks, the more smoothly the process will roll out.
  • By definition, this Timeline is from the perspective of the lawyer. Each member of the team – the accountant, the escrow agent, etc. – will have a separate timeline, all within the same 20 – 24 week framework.

What is the other question I’m asked most often about Regulation A? You guessed it. I’ll cover assembling the team and the cost of Regulation A in another post.

The JOBS Act created three flavors of Crowdfunding:

  • Title II Crowdfunding, which allows issuers to raise an unlimited amount of money from an unlimited number of investors using unlimited advertising – but is limited to accredited investors.
  • Title III Crowdfunding, which allows issuers to raise up to $1 million per year from anyone, including non-accredited investors.
  • Title IV Crowdfunding, which modified the old Regulation A and is sometimes referred to as Regulation A+.

Quick Summary of Regulation A

  • Raise up to $50 million per year for each issuer
  • Raise money from both accredited and non-accredited investors
  • Register with the SEC
  • Takes about five months, start to finish
  • No State-level registration
  • Shares freely tradeable from day one
  • Sales by existing shareholders
  • Regulation A shareholders not counted toward Exchange Act limits for full reporting
  • Mini-IPO, but with much lower cost

Two Tiers

Theoretically, there are two “tiers” under Regulation A:

Tier One Tier Two
Amount Per Year $20 million $50 million
Non-Accredited Allowed Yes Yes
Limits on Investment None For non-accrediteds, 10% of income or net worth, whichever is greater, per offering.
Audited Financials No Yes
Registration with SEC Yes Yes
Registration with State Yes No
Excluded from Exchange Act Limits Yes Yes
Shares Freely Tradeable Yes Yes
Post-Offering Reporting No Yes
Testing the Waters Yes Yes
Online Distribution Allowed Yes Yes
Bad Actor Limits Yes Yes

 

Because of the exemption from State registration, most companies will choose Tier Two.

Companies That Cannot Use Regulation A

Investment Companies Companies that own stock or other securities in other companies.
Foreign Companies Issuers must be organized and have their principal place of business in the U.S. or Canada.
Oil and Gas Companies Can’t sell fractional undivided interests in oil and gas rights, or a similar interest in other mineral rights.
Public Companies Can’t be a publicly-reporting company.
Companies Selling Asset-Backed Securities For example, interests in a pool of credit card debt.

 

Where Regulation A Makes the Most Sense

  • Pools of high-quality real estate assets, especially REITs
  • High quality assets in inefficient markets
  • Sexy companies (companies with high social-media followers or potential)

Additional Resources

 

 

 

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Markley S. Roderick concentrates his practice on the representation of entrepreneurs and their businesses. He represents companies across a wide range of industries, including technology, real estate, and healthcare.

 

 

 

 

Commonwealth Capital Adds New Crowdfunding Chapter to Its Premier E-Book,

CHICAGO, July 28, 2016 /PRNewswire/ — Commonwealth Capital LLC, a pioneering provider of Corporate Finance Advisory and Regulation Crowdfunding services, announced today that it has updated its popular e-book with a new Chapter Two dedicated entirely to crowdfunding.

Secrets of Wall Street E-Book (PRNewsFoto/Commonwealth Capital LLC)

The definition of the term “crowdfunding” has evolved in recent years. The term was originally used for donation-based crowdfunding only, but is now used to define capital-based crowdfunding — also known as Regulation Crowdfunding — under Title II (2) and then under Title III (3) of the Jumpstart Our Business Startups (JOBS) Act of 2012.

The JOBS Act has significantly leveled the investment playing field, encouraging a growing number of entrepreneurs to begin fielding their own crowdfunded offerings. Unfortunately, in their excitement to take advantage of these new opportunities, many entrepreneurs fail to recognize that significant legal and managerial risks remain when raising crowdfunded capital. These risks can be devastating professionally and personally if not identified and addressed from the start.

“What most entrepreneurs don’t understand is that seeking capital though Regulation Crowdfunding is a securities offering and is still a very tricky business,” said Timothy D. Hogan, CEO of Commonwealth Capital.  “We’ve witnessed too many entrepreneurs making too many unnecessary mistakes and we want to do our part in correcting that problem.”

To help entrepreneurs get started right, Commonwealth Capital provides a complimentary 40-page Abridged Edition of the e-book, downloadable from its website. The new Chapter Two includes comprehensive excerpts and summaries from the 685-page document known as the SEC Final Rules regarding crowdfunding.  More importantly, the Abridged Edition enables entrepreneurs to make qualified decisions on whether a securities offering is right for their company’s capitalization needs.

A complimentary copy of the Abridged Edition can be downloaded at http://commonwealthcapital.co/get-your-ebook.  The complete, 140-page Expert Edition can be purchased online and downloaded at http://commonwealthcapital.co/purchase-expert-edition-e-book/.

About Commonwealth Capital LLC
Commonwealth Capital LLC, a pioneering provider of Corporate Finance Advisory and Regulation Crowdfunding services, is a subsidiary of Commonwealth Capital Advisors (CCA). Since 1998, CCA has successfully engaged hundreds of start-up and early stage companies in their quest for raising millions of dollars in capital. As former Wall Street investment bankers and experts in compliance matters related to selling securities, the company’s executives are intimately familiar with the criteria employed to successfully raise seed, development and expansion capital. Learn more at www.commonwealthcapital.co.

Managing The Risks Of Crowdfunding

By Evan Bundschuh, RPLU  & CrowdFund Beat Guest Editor,

For new ventures looking to raise capital or test their market/product, crowdfunding has proven to be the go-to solution with an ease and excitement that other methods of funding lack. With that excitement though comes challenges. As a fairly young platform with a legal landscape that has yet to develop, the risks of crowdfunding are often overlooked. While the risks may seem invisible, mistakes are inevitable, as are the lawsuits and damages that follow. The challenge is forecasting when and where the potential dangers/disasters will arise (before they do) in order to protect your business, its directors, and its newly formed brand. We outline these risks not to discourage the usage of crowdfunding but to bring risk concerns to the forefront so that they can be properly assessed, managed and mitigated.

  1. Poor communication and lack of transparency. When it comes to describing the performance/effectiveness of your product, prices, associated fees, turn around times, etc. be as descriptive and transparent as possible. In a well published recent case, a disgruntled buyer filed a lawsuit over the failure to disclose a simple shipping fee, ultimately bankrupting the company which could not afford to issue full refunds to its purchasers.
  2. Lack of solvency and reserve capital: The same case example above also highlights the importance of having enough reserve capital on hand for the unexpected. The unexpected can come in the form of disgruntled backers demanding returns, expedited fulfillment costs following unexpected success, or attorney’s fees to defend your IP to name a few.
  3. Poor customer support & upsetting dissatisfied customers. Whether or not you are contractually required to provide a full refund, consider erring on the side of generosity when encountering dissatisfied backers. Dissatisfied customers are, without saying, the most vocal and the most likely to take action, whether that be taking to social media to inflict brand damage or taking legal action. Most crowdfunding backers are also of the tech generation and know how to effectively utilize social media outlets to voice dis-taste for a company.
  4. Failure to qualify and diversify: In order to help ensure business continuity, attempt to source from multiple suppliers/manufacturers and diversify your supply chain when possible. Dependence on any single supplier/manufacturer can prove financially damaging if/when they encounter a loss. Losses can range from natural disasters to political unrest to bankruptcy. The inability to obtain your product is only the tip of the iceberg. It’s the inability to fulfill orders and deliver on your goods sold that can quickly escalate financial damages sustained. Developing and maintaining vendor qualification checklists also help ensure manufacturers, suppliers, vendors and outside parties meet certain risk criteria to ensure product quality and business continuity.
  5. Exposing your (unprotected) intellectual property: For companies planning on filing patents, it’s wise to discuss this with a qualified IP attorney as early in the process as possible and before beginning any campaign. Beginning a crowdfunding campaign also begins a one year “time to file” clock, as it is considered public disclosure. If any patents are planning to be filed, that have not been already, they must be filed within that one year clock. Once expired, the ability to file can be lost. In addition to working with an IP attorney to protect your own IP, it is equally important to do so early in the process to ensure that you are not infringing on others. Without thorough trademark searches, you are exposing your company to potential trademark infringement claims.
  6. Overlooking a proper insurance portfolio: When it comes to placing insurance, companies will often only place what is either being requested of them, or seek out the coverage that is believed to be “standard”, but may fail to listen to the advice of their actual broker. The most commonly requested insurance is general & product liability. While this is often a good place to begin, securing only the most basic insurance leaves many of your exposures still exposed. For companies without excess capital and an in house risk manager, this can be particularly problematic. Placing insurance protections for: cargo (during shipment), the directors & officers of the company, product recalls and cyber liability for data breaches is equally important. Considering that many of policies require careful review, coordination and negotiation further highlights the importance of working with a knowledgeable broker that can help you assess your risk and craft a proper portfolio.
  7. Compliance & accusations of fraud: With crowdfunding bypassing any meaningful reporting/oversight, the threats of fraud accusations are increased. A recent FTC Alert warns companies engaged in crowdfunding to: 1) ensure crowdfunding promises be kept, and 2) utilize crowdfunding funds only for the purposes advertised. The SEC has also issued a recent alert (among others) adressing acceptable donation limits. Understanding the compliance environment and implementing best practices & strong internal controls can help avoid accusations of fraud.
  8. Lack of sufficient R&D: It is important that sufficient R&D has been performed under varying conditions before bringing any product to market. Will this product cause electrical shocks? Is this product mixed or bottled in a factory that contains allergens? Is there any potential for injury? Is the product properly labeled? Is it in compliance with all US customs laws? Are the claims that we are asserting, properly supported? Purchasing product liability insurance does offer protection, but it’s no substitute for sufficient R&D, internal controls and legal counsel. For higher risk products a product liability audit may also be recommended.
  9. Implementing outside ideas: It’s important to read the platform’s user agreements and understand exactly what implications they have. There has been much talk about the concern of companies implementing product feedback from users/backers. Whether it be in the form of comments on the platform or elsewhere, implementing ideas provided by users/backers can create a potential legal issue.
  10. Overlooking tax liability & implications: Complete tax compliance can be deceivingly difficult. Crowdfunding poses many tax questions and areas of concern including applicable securities laws, differing state laws, and requirements of 1099’s to name a few. Before launching any campaigns be sure to contact an accountant or financial advisor that understands the crowdfunding sector.  Source @ http://www.gbainsurance.com/

4 Crowdfunding Tips for Women Entrepreneurs

By Rayanne Dany CrowdfundBeat Media Gust Post.

When joining the entrepreneurial journey as a woman, you must be well aware of the fact that how difficult it is to make your mark as an entrepreneur in the male-dominated world of business. It is also a fact that most male funders are notoriously slow in investing in women-led startups.

 

crowdfundingLuckily, women don’t have to stick to the traditional ways of finding the funds for their business. There is Crowdfunding for them, and it is getting popular every passing year.

Crowdfunding is a great way for women to pave their way into the business realm. There are two ways of going about it: rewards-based or through equity. For a reward based funding method, you send a product or any service of your company in exchange for the money.

For equity, you can simply ask your funders to buy stocks of your company. This way, they’ll have a fair share and the proper know-how.

Below are a few ways you can run a crowdfunding campaign successfully.

1. Social Networking Platforms
Build a strong network of followers. The majority of your crowdfunded money comes from the people who know you directly or through connections.  They are the ones who take a special interest in what you’re doing. You also need their help to help you make your campaign go viral.

Before you head out to a crowdfunding platform, you should already have a social media pages devoted to your cause. Gain a following by interacting with the people. Get a strong hold and backing. But don’t stop here.

Promote yourself and your cause through other, traditional means as well. Take the opportunity to connect with your community in public events.  You can also speak about causes which you are connected to, and like-minded people will rally to support you.

2. Do a Thorough Research
Make sure that you choose a platform that put your idea in front of the right target audience. It will help if the platform particularly targets your cause and generates good traffic. Carefully research the benefits and services they provide.

Do your homework well, and see what’s best for the business. Is it reward based, equity or security? Is it targeted towards other women?

You can also see what the other companies are doing on that platform. To get yourself familiar with the process, fund a small amount to a cause you are interested in. This will help you put yourself in your customer’s shoes.

3. Effective Communication
Be sure to communicate well with your audience. It can be in terms of sales tax or new developments. Keep your audience updated with all the current happenings in your startup or cause.

Make a convincing business plan because it will help you engage well with your customers. Keep in mind that all your efforts should effectively communicate your message with your audience. For instance, if you’re planning to offer True assignment help to school girls, your message needs to highlight this point.

You must keep in mind that you are not employing a traditional method where you pitch in your ideas to venture capitalists before speaking out in public. You are looking forward to grabbing the attention of a crowd that is a mix of both professionals and volunteers looking to put their money for the right cause.

4. Goals
Plan what goals you hope to achieve and how you would achieve them. Your efforts are determined by your passion. Properly plan how everything should be executed and how you hope to communicate. Make sure your audience understands your goals.

If you’re making a video, it should be short, clear and concise. If it’s more than three minutes, it might not make that much of an impact. If it is a message that takes no more than a minute for it to be conveyed but your video is taking more than 1 minute, you’re not doing it right.

Women mostly fund other women, so it’d help if your goal is to target the women audience too. Recognize the hole in the market and fill it.

 

By crowdfunding, you manage to evade through the prejudice held against women startup businesses. Being a woman, you can get offered special benefits, allowing you to bypass male funders.

You can directly reach out to friends, family, colleagues, and other like-minded people. All you need to have is a convincing power and the ability to sway other people to your cause.

 “When you’re trying to influence, persuade or convince people, nothing is more powerful than a good story,” says Donna Cravotta, CEO of Social Sage PR.

By Line: Rayanne Dany is a growth hacker currently working for a tech startup. When not working, he spends his time writing blogs on topics related to business growth, fundraising, etc.

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