Opinion

On the SEC’s New Intrastate Crowdfunding Rules and the Nanny State

By Samuel S. Guzik, CrowdFundBeat special guest editor,  Guzik & Associate On October 26, 2016, the SEC’s three Commissioners convened at their headquarters to adopt new rules intended to modernize what had historically been a little used path of raising capital for startups, early stage businesses and community-based enterprises: the so called intrastate exemption. It had its origins in our federal securities regulation legislation adopted back in 1933, which required the federal registration of the sale of securities in the U.S.  absent an exemption from registration. In 1933 Congress, in its wisdom, carved out from the registration requirement those offerings that were purely local in character,…

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Making Money, People and Power Work

BY CYNTHIA NEVELS • What do you think of when you see a vacant commercial building in a middle-class neighborhood? Do you say to yourself, “I could start my own business there if I had the capital,” or “a Whole Foods should open here and bring new jobs”? Have you ever asked yourself how enterprises such as Whole Foods, Toyota, Jamba Juice, or Amazon.com select cities to plant their seeds to grow and the impact that decision has on local communities? You can thank your powerful local economic development agents and their collaborative partners for the harvest in fast-growing cities throughout North Texas. Since the…

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

By  Kyle Engelken, WealthForge 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…

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SEC REGULATORY ALERT: COMMISSION POISED TO ADOPT EXPANDED INTRASTATE CROWDFUNDING RULES

By Samuel S. Guzik, CrowdFundBeat special guest editor,  Guzik & Associate The Securities and Exchange Commission has announced that it will be meeting on October 26, 2016 to consider and adopt amendments to Rule 147, the safe harbor for the issuance of securities pursuant to the so called intrastate exemption.  Rule 147 has been problematic for issuers in the past, as it restricts offers and sales of securities solely to residents within a state’s borders. SEC informal written Staff interpretations issued in 2014 took the position that open internet solicitation by an issuer would preclude the use of this exemption for local businesses, even if sales…

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An Upcoming Opportunity for Private Companies to Explore Regulation A+ Financing Options

By Samuel S. Guzik, CrowdFundBeat special guest editor,  Guzik & Associate Though I regularly speak at national alternative finance events it has not been my custom or practice to independently publicize these events.  So today being Columbus Day, an historic event marking the voyage of Christopher Columbus toward new horizons, I thought this would be as good a day as any to break with tradition and call attention to my next speaking event – open to the public. On November 10, 2016, I will be joined by more than a dozen of some of the most prominent professionals in the new Regulation A+ financing space, representing…

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Reg A Success Stories

Reg A Success Stories

At Dealflow’s Crowdfunding Conference in NYC last week one of the speakers (a good friend of mine) said that only 2 Reg A+ offerings thus far have closed (been successful), one in real estate (Fundrise) and one in automotive (Elio Motors, a FundAmerica/StartEngine/Hambrecht/Jumpstart customer). That’s incorrect. FundAmerica has, thus far, been a technology and compliance service provider to 11 Reg A+ offerings. Of those, 3 have “failed”, meaning they did not reach their minimums and investors were refunded from escrow. Of the other 8, 6 have met their minimums (and started receiving disbursements from escrow even as they continue to raise capital) and 2 are…

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Crowdfunding Is Just Beginning

By Mark Roderick CrowdFunding Beat  Sr. contributing editor and crowdfunding attorney with Flaster/Greenberg PC. For those of us who work in the Crowdfunding space, it can seem as if we’ve covered a lot of ground since April 5, 2012, the day President Obama signed the JOBS Act into law. At a conference in New York earlier this year, a panelist actually referred to Crowdfunding as a “mature” industry. Nothing could be further from the truth. Crowdfunding is actually just beginning. A couple weeks ago I received a promotional email from OurCrowd. Founded by Jon Medved, one of the most successful venture capitalists in the world, OurCrowd has developed into the…

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IS THE SEC’S ACCREDITED INVESTOR DEFINITION UN – CONSTITUTIONAL?

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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Issuer-Dealer and Agent Registration Requirements for Issuers Not Utilizing a Registered Broker-Dealer for Offers and Sales of Securities under Tier 2 of Regulation A

By Sara Hanks , CrowdFundBeat  Sr.contributing Guest Editor  CEO/Founder, CrowdCheck, Inc. The Securities and Exchange Commission’s (“SEC”) amendments to Regulation A went into effect on June 19, 2015. Those amendments provided companies not just with greater access to capital through the ability to raise up to $50 million, but also a greater ability to communicate with investors through novel communication rules previously unavailable to issuers in a public offering of securities. Whereas previously, communications for public offerings were limited to the information contained in an offering prospectus or offering circular, the amendments to Regulation A instead allow issuers to freely communicate before any filing or qualification with…

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Evaluating Crowdfunding’s Potential for Investing Platforms

By Rachael Everly, CrowdfundBeat 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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Improving Legal Documents in Crowdfunding: New Tax Audit Language for Operation Agreements

By Mark Roderick CrowdFunding Beat  Sr. contributing editor and crowdfunding attorney with Flaster/Greenberg PC. Last year I reported that Congress had changed the rules governing tax audits of limited liability companies and other entities that are treated as partnerships for tax purposes. The changes don’t become effective until tax years beginning on or after January 1, 2018, but because most LLCs created today will still be around in 2018, it’s a good idea to anticipate the changes in your Operating Agreements today. Under the current rules, the IRS conducts audits of LLCs at the entity level through a “tax matters partner” (normally the Manager of the LLC), and…

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

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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HEADLINE NEWS

BBB Tip of the Week: Giving to crowdfunding sitesThe Spokesman-ReviewThere is a good chance if you are on social media or have an email account that you have been sent a link to a crowdfunding site to support an individual or organization. GoFundMe.com, YouCaring.com, Kickstarter.com [...]

messenger-inquirerLaw change could boost state crowdfunding lawsmessenger-inquirerVideoscore owner Darryl Ingram decided to seek Wisconsin investors through a process called state crowdfunding, a relatively new and underused tool available to small businesses. What he didn't real [...]

NanalyzeSelf Crowdfunding and the Failure of PlastcNanalyzeDeath is a sad thing when if befalls the people around us, and there are 5 stages of grief that people go through when they are mourning the loss of a loved one. There is now a 6th stage of grief that seems to have appeared la [...]

Madison.comLaw change could boost little-used state crowdfunding lawsMadison.comDarryl Ingram of Racine founded a consulting business, Videoscore, that helps high school athletes connect with college teams. He hopes relaxed federal rules for state crowdfunding makes it easier for entr [...]

PR Newswire (press release)Vodi's Crowdfunding Round Reaches More Than $60,000 Raised in ...PR Newswire (press release)The next-generation mobile messaging app eclipses its first fundraising milestone with more than 70 investors on the WeFunder platform.and more » [...]

Daily MailCrowdfunding for 'off-road wheelchair' for Luke WoodDaily MailA student left in a wheelchair and unable to communicate after a horrific car crash is trying to crowdfund £15,000 to buy a 'life-changing' wheelchair that will let him leave his rural home whe [...]

Black EnterpriseWomen Are Crowdfunding Their Maternity Leave in DrovesBlack EnterpriseWith only three states (California, New Jersey, and Rhode Island) mandating paid family leave, expecting parents are turning to crowdsourcing platforms to fund maternity and paternity leave after the [...]

Mitchell Chapman: Crowdfunding proves to be no panaceaBerkshire Eagle (subscription)PITTSFIELD — Since the establishment of crowdfunding sites such as GoFundMe, Kickstarter, and Patreon, individuals and teams on the internet have been able to subvert traditional means of publishing an [...]

NewsOK.comVideo: Crowdfunding campaign launched on behalf of Jimmy LaFave, who has rare terminal cancerNewsOK.comRed dirt music pioneer Jimmy LaFave, who came of age in Stillwater and went on to become an Austin, Texas, music icon, has been diagnosed with a rare form of terminal cance [...]

MetroMP crowdfunding election campaign raises thousandsMetroJess Phillips, who represents Birmingham Yardley, asked people 'to 'give as little or as much as you can' to help her retain her seat in June's general election. She claimed that elections in her constitue [...]

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