Equity Crowdfunding



By Samuel S. Guzik, CrowdFundBeat special guest editor,  Guzik & Associate Many have railed against what can be argued is the irrationality of protecting non-accredited investors from themselves, i.e. the accredited investor definition.   The definition was crafted by the SEC back in the early 1980’s as the centerpiece of what has been the most utilized method for companies to raise capital in an offering not registered with the SEC, Regulation D. In simple terms, if a company wishes to raise capital without registering its offering with the SEC, it can utilize the Regulation D “safe harbor” created by the SEC to sell securities to both accredited…

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Worried About Fraud with your Self Directed IRA? SEC says, Ask a Financial Advisor

Self-directed IRA & Crowdfunding

By Kirk Chisholm Wealth Manager and Principal at Innovative Advisory Group (IAG), CrowdFund Beat Guest post, If you are worried about the risks of fraud when using a self-directed IRA, then do as the SEC recommends in their Fraud Alert, “Ask a professional”. In their September 2011 Investor Alert, Self-Directed IRAs and the risk of fraud , the SEC outlined typical fraud risks when using a self-directed IRA. The top three self directed IRA fraud risks that they focus on are: Misrepresentations regarding custodial responsibilities Exploitation of tax-deferred account characteristics Lack of information for alternative investments While these may be common fraud risks that the SEC sees…

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Understanding the 1031 Exchange and How it Affects Investors

Picture Courtesy of digonline.org

By David Wieland, CrowdFund Beat Guest Post, The following is a guest post written by Realized Holdings, a valued WealthForge partner who helps investors reinvest their 1031 equity. With commercial real estate values at an all-time high, there’s been a lot of buzz about 1031 exchanges. Why all the excitement? For starters, investors can save 30% to 40% in taxes on the sale of their investment property by completing a 1031 exchange. While tax code may be boring, saving money is not. A 1031 exchange allows investors to defer payment of capital gains taxes when they sell properties by reinvesting or “exchanging” their equity into “like-kind” replacements.…

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iDisclose Launches a Free “SEC Scrubber” Tool for Crowdfunding Issuers

Idisclose : Crowdfunding New Legal Platform

iDisclose Announces Free Online Tool to Conform Documents to SEC Acceptable Format NEW YORK, NY–(Marketwired – August 17, 2016) – iDisclose announced today that it is offering a free online service to help issuers and their counsel submit the required crowdfunding documents to the Securities and Exchange Commission. iDisclose CEO Georgia Quinn explained that “we have noticed a lot of people are having trouble uploading the required documents to the SEC’s online system known as EDGAR. This is due to the finicky nature of the system and somewhat archaic technology it uses. Several issuers’ uploads were getting bounced and the error messages were indecipherable.” Many…

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Improving Legal Documents in Crowdfunding: Get Rid of the State Legends!


By Mark Roderick CrowdFunding Beat  Sr. contributing editor and crowdfunding attorney with Flaster/Greenberg PC. I see lots of offering documents like this, with pages of state “legends.” The good news is that in Crowdfunding offerings – Title II (Rule 506(c)), Title III (Regulation Crowdfunding), and Title IV (Regulation A) – you can and should get rid of them.               The legal case is pretty simple: Before 1996, states were allowed to regulate private offerings. Every state allowed exemptions, but these exemptions often required legends, differing from state to state. The National Securities Market Improvement Act of 1996 added section 18 to the Securities…

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“REG CF” An Analysis of the First 50 Crowdfunding Offerings


By Marc A. Leaf, Robert T. Esposito, and Abigail Luhn, The Securities and Exchange Commission (SEC) is now accepting Form C filings from private companies seeking to sell securities through registered crowdfunding portals. We have been following the nascent crowdfunding space closely and will continue to monitor the adoption of crowdfunding as a new method of financing private companies. In this alert, we will analyze offerings conducted through crowdfunding portals, offer tips for those thinking of entering the space, and provide a summary of the SEC’s final rules and forms for equity crowdfunding (“Regulation Crowdfunding”). The Drinker Biddle Crowdfunding Report, an open data set providing…

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

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

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. 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…

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A Reflection of Online Money Lending


By Steve Cinelli , CrowdFund Beat Sr. Editor, @stevecinelli Some many months back, in fact prior to their listings, I wrote a piece questioning the lofty valuations of the marketplace lending platforms (LC and ONDK) as they entered the public markets.  The basic thesis was recognizing the fundamental business these platforms engaged, i.e., money lending, and how others in the same space, albeit not as “technology positioned”, delivered the same product and/or service, and I thus intimated that the newbies should be valued with similar metrics to the incumbent financial institutions. In observing the platforms’ performances over the last year, as well as evolving market conditions,…

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Unregistered broker-dealer services can be illegal…and costly.


By Tim Boykin Corporate Counsel at WealthForge, Crowdfund Beat Guest Contributor, Last month, in our blog post “Unregistered? You might be breaking the law… and the SEC is watching.,” we discussed the importance of the registration requirement of Section 15(a)(1) of the ’34 Act. We suggested that Section 15(a)(1) requires registration as a broker-dealer when a person effects or induces the purchase or sale of securities. Recent SEC action suggests that the SEC is construing the registration requirement broadly and is bringing related enforcement actions. The previous post discussed a specific SEC enforcement action involving an unregistered online platform. This post dives a bit deeper into the…

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FinLaw:  Who will buy your company’s stock?


By Scott Andersen, CrowdfundBeat Guest Contributor, Principal at finLawyer.com There is a maxim used by securities professionals that “stocks are sold, not bought.”  This maxim summarizes the view that for a securities offering to be successful, it needs a broker-dealer to solicit and recommend the offering to prospective investors. Now with the JOBS Act and companies selling securities directly to investors through general solicitation (advertising), the question is raised:  who will buy your company’s stock?  Moving away from a broker-dealer to reliance on advertising alone requires careful planning for an offering to be successful.  This is difficult for a company that has not raised capital before. …

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Evaluating Crowdfunding’s Potential for Investing Platforms


By Rachael Everly @RachaelEverly Crowdfund Beat Guest Post, Crowdfunding is now being viewed as a financial innovation for entrepreneurial projects or other investment prospects. The true success stories can be examined from the Silicon Valley projects as many entrepreneurs made their start-up plans into successful businesses. The initiative created focus for entrepreneurs and the tech ecosystems which ignited the drive for innovation and sustainability. There are a number of factors which lead to Crowdfunding such as lack of mobile/web infrastructure, high cost for the implementation of high end technology, developmental costs and restrictive financial regulations. For most students who become entrepreneurs after graduation, it is more challenging…

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Communications and publicity by issuers prior to and during a “Regulation CF” offering


By Sara Hanks , CrowdFundBeat  Sr.contributing Guest Editor  CEO/Founder, CrowdCheck, Inc. The idea behind crowdfunding is that the crowd — family, friends and fans of a small or startup company, even if they are not rich or experienced investors — can now invest in that company’s securities. For a traditionally risk-averse area of law, that’s a pretty revolutionary concept! In order to make this leap, Congress wanted to ensure that all potential investors had access to the same information. The solution that Congress came up in the JOBS Act with was that there had to be one centralized place that an investor could access that information —…

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BloombergCouples Desperate For Children Turn to Crowdfunding FertilityBloombergCrowdfunding has become a popular mechanism for many couples who can't afford the high costs of IVF, or adoption and surrogacy. “It's not an easy thing to share publicly,” says Crystal Barrett, 33 [...]

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

Crowdfund InsiderMassive Rule 147 Amendments May Be On The Horizon Impacting Intrastate CrowdfundingCrowdfund InsiderAlmost a year ago, the SEC proposed certain amendments to the current Rule 147 which were intended to help foster, and increase the viability of, Intrastate crowdfundin [...]

AZCentral.comTiny companies lure investors under Arizona crowdfunding lawAZCentral.comInvestors who make bets under the state's one-year-old crowdfunding law certainly have the potential to get in on the ground floor, but they must be patient and might not receive any returns. Th [...]

MarketWatchWhy a crowdfunding site is giving out $10,000 scholarships ...MarketWatchIt's another indication that families are struggling with college costs.and more » [...]

Huffington PostReal Estate Crowdfunding's Pathway of ChangeHuffington Post“Crowdfunding is just the Internet,” stated Attorney Mark Roderick as he opened last month's RealCap Chicago. RealCap is an annual conference that joins crowdfunding leaders and innovators to propel th [...]

BBC NewsNHS trust 'relies' on crowdfunding to equip wardBBC NewsAn NHS trust has launched a crowdfunding appeal to buy equipment for a new hospital unit because "it cannot get started without donations". The Royal National Orthopaedic Hospital (RNOH) in Stanmore, n [...]

MottoIVF: More Couples Crowdfunding to Pay for Procedure - MottoMottoMore and more couples are turning to crowdfunding to fund costly in vitro fertilization (IVF) treatments, Bloomberg reports.More Couples Who Can't Afford IVF Are Turning To Crowdfunding For HelpRomperCouples des [...]

EntrepreneurIs Crowdfunding Right for You? Answer These 7 Questions to Find ...EntrepreneurLess than a third of crowdfunding campaigns reach their financial goals. Will yours be one of them?and more » [...]

ForbesVenture Crowdfunding Revisited: An Update with NIN VenturesForbesI am about to head off to attend the Global Crowfunding Convention (GCC) 6 in Las Vegas. It will be my fourth time attending. The crowdfunding industry has grown from $16 billion in 2014 to $34 billion in 2015, and [...]

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