Category Archives: RegD

The Battle to Launch a Next-Generation Retirement Product & Control $14 Trillion in Investment Direction

By Dara Albright,CrowdFunding Beat Guest Editor, FinTechREVOLUTION.tv  , Dara Albright Media,

In the Fall of 2016, I penned an article entitled, “Modernizing the Self-direct IRA – The Trillion Dollar FinTech Opportunity” – the first in a new series of articles that focuses on next-generation retirement planning. The piece underscored how FinTech will mend America’s flawed retirement system and foster the growth of “digital” investing.

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This initial report drew attention to the growing necessity for a low-cost, high speed, autonomous retirement solution that would meet the demands of today’s alternative micro-investor. Most significantly, the piece summarized the two distinct individual retirement account prototypes – the Brokerage IRA and the Trust Company IRA – which are vying to become the self-directed IRA exemplar and dominate the $14 trillion retail retirement market.

Sometimes I feel like I am the only one sensing a war brewing in the retail retirement market. But then again, I am somewhat clairvoyant.

Perhaps the majority of America’s retail investors are too busy reluctantly allocating their retirement dollars to sanctioned bond funds – many of which yield more clout than performance – to even notice the race to create a next-generation retail retirement product that will economically custody coveted micro-sized alternative investment products and, in doing so, ensure that a greater number of Americans maintain more properly diversified retirement portfolios.

Maybe most old-school financial professionals are just too preoccupied chasing the “whale” to realize the imminent colossal impact of the rising micro-alternative investor.

No matter the rationale, the fact is that this battle to produce a next-generation retail retirement vehicle is likely to go down as the largest industry duel in the history of commerce – dwarfing the cola and software wars by trillions.

The victorious retirement product stands to inherit the power to redirect $14 trillion dollars of mutual fund assets and disrupt long-standing retirement asset monopolies – thus paving the way for a superior breed of investment products to emerge (download: http://www.slideshare.net/smox2011/the-trillion-dollar-fintech-opportunity).

Unlike previous corporate clashes, the winning IRA model is easy to predict. The frontrunner will be the one possessing the most optimum technological and regulatory framework to accommodate the needs of the modern retail investor. Today’s retail investor is not looking for another mutual fund. He is not begging for ETFs. Nor is he interested in day-trading stocks. Instead, he is craving yield, and he is demanding access to the same level of returns that institutions have been enjoying for years through alternative asset diversification. Simply put, modern investors are looking for a self-directed retirement vehicle that enables them to readily, easily and affordably spread tiny increments of retirement capital across a broad range of asset classes.

Except for the possibility of a sudden legislative change, hands down, the trust company based model will emerge as the clear victor. The Brokerage IRA is bound by too many compliance constraints to enable it to efficiently and cost-effectively facilitate micro investments into alternative asset classes such as P2P notes or crowdfinanced offerings.

The Trust Company IRA, by contrast, operates under a much more favorable regulatory scheme, and any technological shortcomings are presently being addressed and conquered (see: http://www.prnewswire.com/news-releases/ira-services-launches-p2p-lendings-first-cloud-based-api-driven-retirement-investment-solution-at-lendit-2016-300247413.html).

Because it is faster and easier to overcome a technological deficiency than it is to amend regulations, the Trust Company IRA will continue to amass a significant advantage. This is especially true as technology becomes less and less of a commodity and the political climate becomes more and more contentious

There are simply too many compliance-related obstacles that FINRA-regulated BDs would need to surmount in order to formidably compete with the trust company based model. Perhaps one of the most pressing is the Department of Labor’s fiduciary rule which is scheduled to take effect in April.

Under the new DOL rule – which expands the definition of a fiduciary to include commission-based brokers – brokerage firms that handle retail retirement accounts will find themselves facing additional and unwelcomed liability.

In the wake of the DOL rule, retail brokerages have already been seen scrambling to adjust their existing retail retirement product lines. Merrill Lynch has announced that it will be closing its commission-based retirement business altogether, and Edward Jones pronounced that it will simply stop offering mutual funds and ETFs as options in commission-based retirement accounts.

Yes, you read that correctly. Retail brokerages would prefer to limit access to investment products or exit the retail retirement business altogether than to deal with the regulatory headaches of helping small investors prepare for retirement.

Instead of being able to access “prepackaged” diversified investment products, Edward Jones’ retail clientele will either have to self-diversify across stocks, bonds, annuities and CDs, or move to a managed account that charges an asset-based management fee. Since the typical retail investor’s account is too small to properly self-diversify using individual investment products such as stocks and bonds, and since asset-based management fees tend to be much more expensive than one-time commissions, once again retail investors are getting the shaft.

According to CEI finance expert John Berlau, “The DOL fiduciary rule will restrict access to financial advice and reduce choices for lower and middle-income savers. The restrictions can deter companies from serving middle-class savers, creating a “guidance gap” that could cost an estimated $80 billion in lost savings.”

As the DOL Fiduciary Rule succeeds in eliminating both financial advisors and investment choices from the traditional retirement planning equation, smaller investors will be forced into taking a more autonomous stance to retirement prep – leading to a seismic shift in both retail assets and retirement vehicles.

This will have widespread implications on the financial services industry that will include a mass exodus from brokerage IRAs into Trust Company IRAs as well as a flock to robo-advisors, marketplace finance and well as P2P and digital investing – a trend in retail investing that is already well underway.

As the battle for the retail retirement account unfolds, I am going to be reveling in the irony of how once again needless regulatory oversight is helping fuel the FinTech revolution.

Originally published on Dara Albright Media.

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Dara Albright – President of Dara Albright Media, Co-founded the FinFair ConferenceFinTechREVOLUTION.tv

Recognized authority, thought provoker and frequent speaker on topics relating to market structure, private secondary transactions and crowdfinance. Welcome to my new personal blog where you can glean unique insight into the rapid transformation of global capital markets.

 

2017 State of Crowdfunding


Brian Korn is a corporate and securities attorney at the law firm Manatt, Phelps & Phillips, LLP

Crowdfunding- The Good, The Bad & The (really) Ugly

By Shane Liddell is the CEO and chief Crowdfundologist at Smart Crowdfunding LLC,. Crowdfund Beat Guest post,

Part 3 –The (really) Ugly

Introduction

In Part 1 I covered all of the good things that we have seen as crowdfunding continuously gathers momentum across the world. The future looks bright indeed!

In Part 2 I wrote of changes within the industry, especially within rewards based crowdfunding – the competition which makes it so much harder for the small guys and the Indiegogo platform now giving preferential treatment to corporates, allowing them “…to pay for special placement on Indiegogo’s site, making them more discoverable than other campaigns”. I also explained that although campaign creators are often labelled as scammers when they fail to deliver on their promises, in many cases this is not true at all.

Here in Part 3, we delve into the dark world of extortion, blackmail and a whole host of other not so nice behavior. I’ll cover some real scams where the campaign creator’s intention from the very beginning was to steal people’s money, in some cases, with the crowdfunding platforms help too!

Part 3-The (REALLY) UGLY

Extortion and Blackmail

Ethan Hunt – Micro Phone

During our very early days of offering crowdfunding campaign marketing services, we were engaged by a Mr. Ethan Hunt who had just launched his Micro Phone campaign on the Indiegogo platform. Ethan and I shared a few phone calls as his campaign began to gather momentum and I specifically remember being on a call with him one day, while the money was rolling in, and each refresh of his campaign page showed more and more backers claiming the rewards on offer. Times were good and there was an element of excitement in his voice (and mine too). Who wouldn’t be excited to see such fantastic traction?

Around 4 weeks later, with almost $50,000 raised, Ethan reached out to me to say he’d been contacted by a guy named Michael Gabrill who claimed that he had some negative information about Ethan and that if he did not pay him $10,000 he would release this information to the public through various media channels. Ethan forwarded me the email communications so I could see for myself.

Low and behold, there it was in black and white.

My advice to Ethan at the time was to just ignore this guy, as I was sure that Gabrill was just a typical opportunist money grabber and was probably seeking attention too. Ethan wrote back to him, refusing to pay a single cent but what happened next surprised us both – Garbrill began contacting various media including Pando and even went so far as to create a webpage slandering Ethan and his Micro Phone project.

The story continued and in Ethan’s own words at the time:

“Did Michael Gabrill attempt to extort money from us? Yes, he did, this is fact he has admitted to doing it here and on one of the many webpages he has set up in an attempt to cover his actions and his motives, claiming it was a test to see if we would incriminate ourselves. Incriminate us for what? Running a successful and legitimate campaign? Or refusing to pay him money not to do what he has done, something he threaten(ed) to do if we did not pay him.

What did Michael Gabrill do exactly? Well, he approached me the day after our campaign reached 100% funding which means in laymans terms when our campaign had received enough contributions for our campaign to be successful and for us to receive payment of the funds at the end of the campaign.

It took more than 30 days to reach our goal and our campaign to be fully funded. During this time, Michael Gabrill sat back and waited until there was enough motivation for us as campaign owners to if he could build enough fear of loss by the thought of him getting our campaign closed down to pay him money for his silence.

Why if Michael Gabrill if he really believed the campaign was fraudulent did he not immediately report it? Simple up until the campaign is 100% there would be no motivation for campaign owners to pay him a penny. This was never about him believing there was an issue with the campaign it was about his motivation to gain financially from a successful campaign. Something, we are sure he has done many times before.

Why do we think he has done this before? He waited until we were 100% funded, he claimed he could shut us down, he claimed that we had no intention of delivering anything to contributors and were going to steal their money and he wanted his cut or he was going to have us arrested for fraud.

Michael Gabrill’s only motivation was money, he sent me a link to his first webpage and told me if we paid him it would not go up. That webpage included photos of myself, details Michael Gabrill had obtained from my eBay account (which could only have been accessed by an eBay employee) and he claimed I was a creep or in Australian terms a sex offender. When I refused to pay him and reported him, he had the webpage active in less than 10 minutes. Only an extortionist would have a pre built webpage ready to go to force his victims into paying him to remove it.

Is our campaign is legitimate? Yes it is, we have registered businesses in Hong Kong and Australia, neither Mike or I have ever been investigated for fraud and we have both been successfully running business in Australia, Hong Kong and China for more than 25 years.”

To end the story, Ethan initiated legal action and managed to have all the slandering webpages created by Gabrill removed and received a public apology from the man himself too. In turn, Indiegogo went on to ban Gabrill completely from their platform.

This turned into a very time consuming and costly endeavor for Ethan but unfortunately, there are many Gabrills lurking in the shadows and waiting to pounce.

 

Bob Rohner – RG Energy

Bob signed up with us a few months after Ethan but his story is a different one in that his crowdfunding campaign didn’t really do too well at all. We tried our best but the ‘crowd’ seemed to think that what Bob was attempting to do was nigh impossible.

However, during the third week of his campaign. Bob received an email from someone claiming to be the owner of RG Energy, a company based in Ohio. Bob’s business was registered in Iowa. They emailed Bob stating that because they were using their RG Energy’s company name, he would have to pay $10,000 (yes, coincidently the same amount as Ethan was asked for) in license or royalty fees. What??

After a little research, it turned out that this goon had registered a company by the same name in Ohio AFTER Bob had launched his crowdfunding campaign thinking he could get money out of him by playing this little game. This led Bob to get his legal team involved and the problem swiftly went away.

 

The Scammers – Very few real ones but they are out there!
Intentional scams are very rare. During my time in the industry I have seen no more than 3 or 4 which were clearly scams from the very beginning.
Many labelled as scams today are situations whereby the people involved set out with good intentions, only to find out that what they are attempting to do is either impossible or far costlier than they expected. Crowdfunding campaign first, homework afterwards rarely works.
Julien (Courteville) Buschor – Launching Multiple campaigns helped him steal almost $400,000

During July 2015, a campaign on the Indiegogo platform called Smart Tracker 2 (ST2) caught my attention for the simple reason that it had raised over $20,000 within the first 24 hours. Normally, campaigns that gain this kind of traction so quickly have done their homework and are fully prepared with social media assets before launch. In most cases, they have a substantial number of social media followers. However, when I looked at the Smart Tracker accounts I saw that they barely had any followers at all. In fact, at the time, their Facebook page showed only 149 ‘likes’ and their Twitter account a measly 19 followers. Maybe they’d done a fantastic job of building a targeted email database before launch, was a thought at the time. My suspicions were aroused though which lead me to delve a little deeper.

I returned to the ST2 campaign page and began to scroll through their backer list. As I scrolled down to the very first backer, and began searching through the list of names, low and behold, I began to see some of the same names appear as backer’s multiple times and eventually realized that 7 or more user accounts had contributed to the campaign many times over – a clear sign of self-funding taking place. This raised alarm bells and prompted further investigation.

What I discovered was a first for me. A look at the user account profile that created this this ST2 campaign showed that this was the 4th campaign launched since the beginning of the year by the very same person – Julien Scherer (whose real name turned out to be Julien Buschor) and now it was only July? Ding..ding..ding. The alarm bells grew louder!

Upon further investigation I discovered that Mr Buschor first launched a campaign called Last Crime in January 2015 raising over $7,000 and claiming:

“Last Crime was made with cutting edge technology that can easily analyze data, provide facial recognition, perform phone and email scanning and much more”

A month later yet another campaign had launched by the name of Innovative Swiss Teeth Whitening Machine raising over $ 60,000 and with a tagline of “Swiss White Teeth, the most advanced swiss teeth whitening light with color screen and USB interface

A few short weeks later the Smart Tracker campaign launched and managed to raise just over $18,000. And finally, the ST2 campaign as initially mentioned above.

The answer to the question – How had the Smart Tracker 2 campaign managed to raise over $20,000 so quickly? –  was now fairly obvious as it was clear that Mr Buschor had rolled funds from his other campaigns into this new one.

Armed with this information, we reached out to Mr Buschor using a private email address and began a lengthy exchange of emails over the following few days. Initially he was panicked and changed user names on the campaigns listed above and sometimes became aggressive in his defense, but he did begin to accept that we knew his game. We threatened to report his campaign to Indiegogo and eventually, he did confirm that he had self-funded the ST2 campaign and his defense was made with a claim of “I’ve done nothing wrong as it’s legal so Indiegogo won’t cancel our campaign”

Mr Buschor self-funded his ST2 campaign to the tune of over $20,000, using money collected from previous campaigns to create a sense of popularity in the eyes of the public. No doubt in my mind that we were seeing a real con man in action!

As my marketing agency, Smart Crowdfunding is listed as a ‘Partner’ on Indiegogo itself, I reached out directly to their Trust and Safety division armed with all of the evidence needed to show that Mr Buschor had been scamming the public. I was certain they would listen, or at least reach out to me for more details. Nope. I received a canned email response saying very little except that they would investigate the matter. Did I hear back from them after this? Nope.

Of even more concern was that the ST2 campaign continued and on July 12th was promoted through the Indiegogo newsletter to a huge database of millions of people. Funding continued to ramp up and eventually the campaign raised more than $300,000.

Was it really a scam you may ask? Absolutely! The comments page on the ST2 campaign tells the whole shameful story!

As for Mr Buschor, he was resident in Switzerland and made local news for all of the wrong reasons as seen HERE

 

BioRing- The Amazing Ring That Made $460,000 Disappear

Now, this one had scam written all over it from the very beginning. However, even some notable Crowdfunding Marketing agencies were taken for a ride in the process too.

During mid-January 2016, we (Smart Crowdfunding) received an email inquiry from a Daniel Johnson asking about our services. After a few back and forth emails with our team, this lead to a Skype call booked for the 20th January. For some reason, they had to reschedule and we rebooked a time for 9am on 27th January, this time with a James Lee.

The call went ahead as planned, and James told me all about BioRing and that they were going to launch a crowdfunding campaign to raise the funds to manufacture the product and get it out there into the market. I explained our campaign development and marketing process, and the need to build an audience prior to launching. James asked if we would work on a percentage only basis to which I replied “No” and then went on to explain that without any validation testing we do not know if his product is a good fit for crowdfunding. Upon concluding the call I did say that I would email through our fee structure and the call ended.

My thoughts at the time were that what they were trying to do was nearly impossible, so a few days later I emailed again stating that after careful consideration I could not help them as I felt their product was impossible to develop.

We did not hear from either Daniel or James again.

The BioRing campaign eventually launched in June 2016 and did rack up over $700,000 in funding.

Fortunately, at least some of the backers were refunded, as Indiegogo did not release any of the InDemand money to the campaign owners. The total amount ‘stolen’ is now showing at $424,664 as of today’s date.

Now, that’s a lot of money and has, in effect, added to a community of backers claiming to never back another Indiegogo campaign again as can be clearly seen on the comments section of the BioRing campaign page. There are many other campaigns with such negative comments.

These disgruntled backers have a right to be pissed and there are hundreds of thousands of them who have supported other campaigns that are disgusted with the treatment they receive from Indiegogo themselves.

You can read more about this scam in this excellent investigative article from Sara Morrison here

The ironic thing with BioRing is that the marketing agencies involved – Funded Today (FT), Herscu and Goldsilver (H&G) and Command Partners (CP) – were up in arms when they didn’t get paid after the campaign concluded, having raised over $700,000. It surprises me that none of them thought that this campaign was nothing but a scam from the very beginning, considering FT were taking a 25% cut of funds raised, H&G a 10% cut and I assume CP a minimum 10%….so, a minimum of 45% off the top! Add to this the 5% Indiegogo platform fee and payment processing fees of around 3.5% meaning that BioRing were giving away more than 50% of the backer’s money!

A screenshot of the BioRing campaign team captured prior to the campaign been flagged as fraudulent. Since then all associated team members removed themselves from the campaign, most likely out of embarrassment. 


2017 Real Estate Crowdfunding Sites

Alphabetically

CrowdFundBeat Media, Copyright © All Rights Reserved

Report: Real Estate Crowdfunding Set to Be $5.5 Billion Industry in 2017

Also:  CrowdFunding Lists, Data, Analytics, Research, Statistics, Reports, Infographic

Crowdfund Beat Media, “2020 Prospect Report”the leading research and advisory and firm specializing in  crowdfunding solutions for private, public and social enterprises, has announced the release of its comprehensive 2017 CF-RE Crowdfunding for Real Estate report, which will provide the first ever detailed look at the intersection of real estate and crowdfunding. The 120-page report features data on the exponential growth of real estate crowdfunding, the emergence of specialized real estate crowdfunding platforms and how this revolutionary new method of real estate finance and investment is disrupting this asset class.

Interesting to note that some platforms are purely providing additive capital to sponsored deals, earning a fee for intermedition, while some are a bit more compensatory, with the inclusion of management fees and a carried interest. As of now, all are focused on accredited investors, though one has included DPOs in their mix. Here is the lists:

2017 Real Estate Crowdfunding Sites. Alphabetically

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Not in the list? News@crowdfundbeat.com

CrowdFundBeat Media Copyright © All Rights Reserved

IPO Fintech Startup ClickIPO Will Bring Initial and Secondary Public Offerings to Main Street Investors 

By Jorge Sanchez, Crowdfund Beat Guest Editor,

 

The Initial Public Offering(IPO) has long been one of the most honored and revered business milestones. For entrepreneurs, early employees and investors IPOs are seen as the ideal liquidation event. But it is also seen by many as more, the IPO represents the ultimate validation of a business: a metamorphosis of a private company into one subjected to the democracy of the public equity market.

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As monumental as an IPO is, both for the company and members of the public which support the business, investing in an IPO is anything but public or democratic.

ClickIPO Securities, a FINRA registered broker dealer, is a financial technology startup that is changing the way underwriters allocate shares in public offerings by inviting individual investors into the IPO market with an easy to use app and creating the infrastructure to facilitate the process from the underwriter to the investor.

Based in Scottsdale, Arizona, Click IPO Securities is led by finance leaders Scott Coyle and James Farrelly, while development efforts are lead by tech startup veterans Jerrod Bailey and Vann Gutierrez.

To bring individual investors back into the IPO market, ClickIPO has created a technology pipeline that connects the underwriting investment bank to the retail investor. Underwriters are provided with a dashboard that makes the process transparent. The turnkey platform provides syndicate managers a single point of contact through which they can allocate shares through dozens of broker-dealers to thousands of investors with one simple allocation. A broker-dealer dashboard complete with compliance and regulatory automation technology allows online brokerage firms to integrate their clients into the IPO pipeline. To give retail investors access to IPOs and secondary offerings, ClickIPO has created a mobile app with a scoring system that minimizes the risk to issuers and underwriters of IPO flipping. The app allows a user to research available IPO and secondary offerings, choose a company they like, and place an order, all through the app. Once the shares are purchased, they will be placed in the customer’s existing brokerage account.

The significant account minimums at large investment banks that underwrite public offerings have limited the investment in IPOs to institutional investors and the wealthy. The only way for an individual investor to gain access to an IPO is through a broker-dealer or a relationship with the investment bank underwriting the offering, this route is limited, based on connections, and suffers from difficulties that arise due to compliance and technology issues.

There is also another risk inhibiting the entry of individual investors into the IPO market; All too often when a syndicate manager allocates shares of an IPO, some of those shares end up in the hands of an IPO flipper disguised as an individual investor. A flipper is someone who through a broker-dealer is allocated shares of an IPO and quickly sells them (any time in the first 30 days is considered flipping) once the shares start trading on an exchange. With the intent to sell early regardless of the price, the IPO flipper creates downward pressure on the share price. The IPO flipper does not add any value in this process but instead diminishes value for everyone else. Once a syndicate manager allocates the shares of an IPO, they don’t have an effective way to track which investors held shares and which investors flipped(sold) shares . They can only minimize flipper risk by limiting IPO flippers from getting shares in the first place, which has proven to be difficult in the current model for syndicate managers.

The team at ClickIPO has developed a solution to mitigate the risk of IPO flipping. At one end of the ClickIPO pipeline is a mobile app that is incredibly frictionless: the ClickIPO app is connected directly to an investor’s existing brokerage account. This mobile app may likely partner with every major brokerage firm and create a pure network of buy-and-hold IPO and secondary offering investors.

At the core of the mobile app is the ClickIPO Investor Score. Something akin to a credit score for IPO and secondary offering investors, the ClickIPO Investor Score takes into account the investor’s behavior and generates a metric representative of the desirability of that investor to an underwriting firm. The allocation algorithm awards priority to those on the platform who have proven they do not engage in IPO flipping behavior through the development of an attractive ClickIPO Investor Score. While the proprietary algorithm takes into account many factors that make an investor desirable to an underwriting firm, the most highly weighted factor is the average duration that an investor holds shares. Holding shares for more than 30 days will reward the investor with a higher score, the longer an investor holds his shares, the more significant the positive impact will be; Those that exit their position prior to the 30 day mark will receive a negative impact on their score, however, if the price of the offering has a significant increase, the negative impact of selling shares in the first 30 days will be less.

ClickIPO also provides value for broker-dealers offering their customers access to IPOs. The burden and risk associated with regulatory and compliance issues has diminished the broker-dealer benefits of offering IPOs to investors until now. The ClickIPO broker-dealer dashboard comes complete with regulation and compliance automation technology, allowing the broker-dealer to provide access to IPOs to their customers while mitigating the risks associated with regulation and compliance. There is also a monetary incentive for broker-dealers to join the network; When ClickIPO places shares into the accounts of broker-dealers, they receive a commission from the underwriter. ClickIPO allots a portion of this commission to the broker-dealer, often making it a more profitable transaction for the broker-dealer than a traditional marketplace transaction.

The deal flow provided by underwriters (major investment banks) is critical to the ClickIPO business model, ClickIPO has developed a powerfully simple process on top of a sophisticated technology infrastructure to assist underwriters. Where the ClickIPO Investor Score eliminates most of the risk of IPO flippers to an underwriter, ClickIPO delivers additional value with an automated, compliant, and secure process with their syndicate manager platform. Because ClickIPO aggregates thousands of investors onto a single platform, syndicate managers will  have a single interface through which they can allocate millions of shares efficiently to these individual investors. After determining how many shares will be allocated to ClickIPO Securities, the ClickIPO allocation algorithm automatically distributes the shares throughout the broker-dealer network and directly into the accounts of the end users based on their priority set by the ClickIPO Investor Score. Additionally, the ClickIPO pipeline generates a great deal of data that is not available today. These data points are presented on the platform and give underwriters insight into the behavior of investors.

The waitlist for the app is live and can be found on ClickIPO’s website where interested investors can sign up to access IPOs and secondary offerings when the app goes live during the second quarter of 2017.

ClickIPO has integrated a series of complementary tools that allows individual investors to access IPOs. With such a deeply integrated and efficient distribution system, it seems ClickIPO may have an infrastructure capable of conducting all non-institutional IPO allocations for any offering and any underwriter. Non-institutional allocations represent approximately 20% of most offerings. I spoke with Scott Coyle, CEO of Click IPO Securities and asked about the ambitions of the company, he said, “we intend to become the premiere retail aggregation pipe by providing access to hundreds of IPO and Secondary offerings every year, to millions of individual investors”.

 

NextGen Crowdfunding Video Awards

Crowdfund Beat News Wire,

Public Will Vote on First Round of Contestants to Determine Winners of New Online Awards Shows

LOS ANGELES–(BUSINESS WIRE)–NextGen Crowdfunding®, the leading company that helps people explore new types of crowdfunding, announces the season one premiere of the Crowdfunding Video Awards (CVAs). This new, six-part series of online awards shows will showcase videos from both rewards-based crowdfunding campaigns featured on Indiegogo, Kickstarter and other platforms, as well as equity crowdfunding campaigns.

“The campaign videos we’ll be showing viewers over the course of this season showcase creativity, passion and the entrepreneurial spirit.”

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Season one kicks off on Wednesday, January 25 with a live-online show at 3:00pm PT/ 6:00pm ET. Viewers will log on to NextGenCrowdfunding.com to watch and vote on their favorite crowdfunding campaign videos. The first season of the CVAs will include five preliminary awards shows, and will culminate in a final seasonal awards show highlighting the best videos of the season as voted on by the public.

“We received a wide variety of submissions from crowdfunding campaigns — spanning industries from technology to pets to wellness — to participate in the first season of the Crowdfunding Video Awards,” said NextGen founder Aubrey Chernick. “The campaign videos we’ll be showing viewers over the course of this season showcase creativity, passion and the entrepreneurial spirit.”

The contestants that will be showcased during the first round of the Crowdfunding Video Awards include:

  1. Codeybot by Makeblock: Makeblock is an open-source Arduino robot building platform to turn ideas into success.
  2. Cowin Ark by Cowin Music: Innovative audio company pioneering revolutionary Bluetooth speaker design.
  3. Flash Porter by DFiGear: Flash Porter lets you quickly and easily backup your precious digital photos and videos from any device – smartphones and digital cameras.
  4. FlowMotion by FlowMotion: FlowMotion ONE – Capture smooth cinematic videos with your smartphone. Auto-follow tracking, motion time-lapse, and so much more.
  5. High-End Theater by XGIMI H1: High-end Theater with 5 minute setup | 1080p LED Projects Up To 300″, Transform 2D Film Into 3D, Android OS.
  6. Limitless Phone Case by Mous: Whether you drop your iPhone from your pocket or from 45ft, Limitless cases will protect your phone from breaking.
  7. Modobag by Modobag: Modobag is the World’s First Motorized, Rideable Luggage and is changing the way people travel.
  8. Piqapoo by Piqapoo: A team of dog lovers that love their dogs but not picking up after them.
  9. PowerFilm: The revolutionary solar panel with an integrated battery to charge your devices anywhere, anytime.
  10. ZEEQ Smart Pillow by REM-Fit: REM-Fit is a team of dedicated individuals who believe in a restful night’s sleep. We all know that sleep is often put to the wayside in our busy lives.

Supporters of NextGen’s CVAs include the Crowdfunding Professional Association (CFPA), an organization supporting the growth of the crowdfunding industry, as well as the crowdfunding portals OurCrowd, SeedInvest, StartEngine, Republic and WeFunder and media companies Crowdfund Beat and Crowdfund Insider.

To learn more about the contestants participating in the first CVAs show, please click here.

About NextGen Crowdfunding

NextGen Crowdfunding helps people explore the new era of equity crowdfunding. With unique in-person events and live streaming video content, NextGen enables individuals to discover, research and support specific companies launching crowdfunding campaigns. NextGen’s unique Ignition Events showcase the companies and emerging businesses presenting equity crowdfunding campaigns. NextGen also provides educational content, including online webinars, boot camps and videos, to inform the public about equity crowdfunding. NextGen also provides education to, and visibility for, companies with crowdfunding campaigns. As a purpose-driven company, NextGen aims to encourage entrepreneurship and help spark a new economy. Visit http://www.nextgencrowdfunding.com.

Contacts

Media
For NextGen Crowdfunding
Jason Feldman, 212-319-3451, ext. 644
jason@goldin.com

Targeted IRRs in Crowdfunding

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

 

Closeup sad young man with worried stressed face expression and brain melting into lines question marks. Obsessive compulsive, adhd, anxiety disorders
Closeup sad young man with worried stressed face expression and brain melting into lines question marks. Obsessive compulsive, adhd, anxiety disorders

Targeted internal rate of return, or IRR, is used widely to advertise deals on Crowdfunding sites, real estate and otherwise. While target IRR means something to sophisticated sponsors and investors, its widespread and uncritical use makes me a little uneasy, for the following reasons:

  • If pressed, many people don’t know what IRR really means. Investors assume that a higher IRR is better than a lower IRR, but many couldn’t explain exactly why or how.
  • IRR can be misleading. For example, a bond purchased for $100 that pays interest of $10 at the end of each of the first four years and $110 at the end of the fifth year has an IRR of 10%. A bond purchased for $68.30 that pays nothing for four years and $110 at the end of the fifth year also has an IRR of 10%. But those two investments are very different. The IRR calculation assumes that the $10 interest payments on the first bond can be reinvested at 10%, which is probably not true.
  • The IRR of a real estate deal (or any deal) increases when the asset is refinanced and the proceeds distributed to investors. But refinancing the asset doesn’t necessarily make for a better investment.
  • There being no such thing as a free lunch in capitalism, a higher IRR generally coincides with higher risk. For example, I can usually increase my IRR by borrowing more money. That relationship is not typically highlighted.
  • For a typical startup outside the real estate industry, IRR has no meaning. Or to put it differently, a 28% target IRR for a startup plus $2.75 gets you on the New York subway.
  • The term “target IRR” tends to mask what’s really important:  the factual assumptions concerning sales and asset appreciation. To say “We expect a target IRR of 18%” is somehow easier to sell than “We expect the property to appreciate at 6% per year.”
  • Under FINRA Rule 2210, offerings conducted through a broker-dealer may not advertise target IRRs. FINRA also prohibits Title III Funding Portals from advertising target IRRs, and the SEC prohibits new issuers from advertising a target IRR in Regulation A offerings, even for sponsors with extensive track records. Hence, target IRR cannot be used to compare offerings across all platforms and all deal types.

What can we do better as an industry? Here are a few ideas:

  • We can explain internal rate of return better, maybe with examples and a standardized presentation and graphics.
  • We can develop other apples-to-apples metrics for comparing deals.
  • We can make clear that higher IRRs generally come with higher risks.
  • In Regulation A offerings, and even in Rule 506(b) offerings where non-accredited investors are involved, the issuer is required to provide extensive information about the sponsor’s track record. Some version of that concept, applied consistently and allowing for side-by-side comparison, might be the most valuable information for investors.

Mark Roderick is one of the leading Crowdfunding lawyers in the United States. He represents platforms, portals, issuers, and others throughout the industry. 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 Mark’s blog, or his twitter handle: @CrowdfundAttny. He can also be reached at 856.661.2265 or mark.roderick@flastergreenberg.com.

Crowdfunding: Can It Work for Brick & Mortar?

By , Crowdfund Beat Guest Post,

Founder + CEO of PieShell – Crowdfunding for food + beverage,

Having a store front or restaurant is expensive, especially when you’re just getting started. Between build-out and equipment costs, starting inventory, licenses, fees, and working capital, starting a brick and mortar business can easily add up to hundreds of thousands of dollars. It’s because of this that many people say that rewards-based crowdfunding isn’t a good option for brick and mortar businesses, but we beg to differ.

Crowdfunding is a great option for restaurants, bakeries, coffee shops, and more (if it’s done in the right way and on the right scale). We’re here to tell you how to make crowdfunding work for brick and mortar operations!

First, A Word of Advice

In previous blogs we’ve cautioned against being overly ambitious when it comes to crowdfunding. Instead, we advise breaking down your grand vision into a series of stepping-stones, picking one and making that the first stepping-stone for your crowdfunding project. Ask yourself, what’s the next step in my business?

We’re doubling down on this advice. If you’re already in business, we recommend using crowdfunding for upgrading or expanding your existing restaurant operation. You may want to invest in new kitchen equipment, renovate your space, or add new offerings to your menu. If you’re still pre-launch, then crowdfunding can be an excellent way to supplement funding from traditional sources like investors and banks. In fact, sometimes crowdfunding can be a precursor to traditional investment, as it shows that there is genuine interest in your venture.

For Existing Restaurants

Crowdfunding, much like running a restaurant, is time consuming and can be hectic. However, we think that brick and mortar businesses actually have a leg up when it comes to crowdfunding.

Unlike online-only businesses or those without a permanent location, owning a restaurant gives you the opportunity to interact with potential supporters in person and on a regular basis. Use this exposure to reach people who love what you’re doing and want to see it continue. Your “regulars” are the perfect people to tap for support, either by asking in person or advertising your crowdfunding project in your space (get ready to make some killer table tents!).

A great example of restaurant crowdfunding comes from Manu Alfau, chef and owner of La Bodega in Seattle, Washington. Manu used his existing customer base to raise $9,000 to build an outdoor patio. For gifts, he offered parties and food from La Bodega — things that he already knew his supporters would love.

For Startups

If you’re in the pre-launch phase, make sure that you’ve invested in the community where you plan to set up shop. That means doing things like being at local farmers’ markets, building an audience on social media that’s made up of people who are local to the area, and networking with other business owners to tap into their pool of customers.

Like we said earlier, it’s unlikely that you’ll be able to raise the full cost of starting a restaurant, so pick a reasonable crowdfunding goal and plan on supplementing it with personal funds, traditional financing, or a combination of both.

For startups, one advantage of crowdfunding is the opportunity to make people feel like they are truly invested in the success of your business. Simply put, crowdfunding is a way to create a sense of community ownership, which is incredibly important when it comes to sustaining a small business.

Gifts that Make Sense

Brick and mortar businesses also have a great opportunity to make a positive impression through gifts. Gifts should get people back into your establishment where they can experience the fruits of their contributions and also become repeat customers!

For example, in 2010 in the small town of Vergennes, Vermont, Julianne Jones and her husband decided to take over a former laundromat and transform it into a French-style bakery. They rewarded their supporters with tokens that could be exchanged for goods once the bakery opened.

Obviously, this strategy is limited to those in the area, so make sure to have a back-up plan for supporters who won’t be able to make it in person.

Meet OUR First Brick and Mortars

Ok, ok, there’s a reason that we chose to focus on crowdfunding for restaurants for this blog. We’re welcoming our first three brick and mortars to the PieShell family!

The first, The Cookie Cups, was live on PieShell at the end of 2016 and successfully reached their first stepping-stone, moving them closer to their bakery cafe dreams!

Second is Bon Chovie, a rock-and-roll seafood restaurant that started life at the “flea food market” Smorgasburg. They will be launching their crowdfunding project on PieShell in the next couple months to help fund the move to a new location in Brooklyn.

And last but not least, LC Farmery. A casual and engaging experience, connecting West Chelsea patrons to passionate craft producers from around the state via a rotating menu of locally sourced ingredients from farmers, fisherman, and purveyors, will be launching a project in the spring.

We’re excited to see them pave the way for many more restaurants to come!

Crowdfunding Beat Media Announces 2017 Conference & Expo USA Tour

 

You are invited to attend:

Crowdfunding Beat Media, Conference & Expo Tour 2017

New York – Silicon Valley – Washington DC.-  Denver

By Sydney Armani, Founder / CEO / Publisher / Speaker, 

Happy Holidays 

Crowdfunding Beat Media, Conference & Expo – Tour 2017 will explore new methods of finance, as well as review existing and developing legal considerations and international initiatives.

We will bring together investment community and the new generation of social entrepreneurs – crowdfunders. The event offers you unique opportunity to promote your business in the center of private investments and innovations. We have several options available for those who will participate in the conference. Also, we offer packages of the virtual exhibitor and advertiser, for those who won’t be in the conference.

As you know, we have built CrowdFund Beat  into a leading media platform covering the crowdfunding and marketplace finance space.  Our viewership continues to grow daily as we are Internationally recognized as the definitive “Go-To” for all news & trends Crowd Fund Related. . .

Before we do our normal general Marketing, we are offering you first rights of participation to personally “touch” the eager CrowdFunding National Community and showcase YOU to this ever growing community by Inviting you to be a Conference Speaker and/or Sponsor of any of the following exciting 2017 Opportunities:

We are looking forward to your participation and much appreciate if you share these events with your social network.

Furthermore, we are now advancing our efforts into proprietary research on the space, and are pleased to introduce “2020 Vision”,  a  prognostication report on equity crowdfunding that will be released with much fanfare at our 5th Annual Silicon Valley Fintech Conference that will now have a new, and even larger home, at the Santa Clara Convention Center.  The Report will have general distribution to the International Crowdfunding Industry as well as being promoted at each and every 2017 CrowdFundBeat USA Tour Conferences. 

About:

CrowdFund Beat Media International ” Established  2012″ is an online source of news, information, events and resources for crowdfunding. We e-publish latest news and expert view related to the crowdfunding industry in the USA, Canada, UK, Italy, Germany, France, Holland and coming soon in Spain, Australia, Japan and China on a daily basis. With support of a group of crowdfunding professionals and experts, We are including an editorial column to our journal, in order to present a better perceptive on this new industry to our readers. At crowdfundbeat.com we think of our effort as an educational and informative service to the crowdfunding community, and appreciate your suggestions to make our work more helpful and efficient.

Crowdfunding Beat Media, Conference & Expo Tour 2017

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HR 3784 – SEC Office of Small Business Advocate – Is Now the Law of the Land

By Samuel S. Guzik, CrowdFundBeat special guest editor,  Guzik & Associate

On December 16, 2016, President Barack Obama Signed into Law HR 3784 – SEC Office of Small Business Advocate, creating an independent Office of Small Business Advocate at the SEC, reporting directly to the full Commission and Congress. This legislation was first introduced into Congress in October 2015, where it was originally co-sponsored by former House Representative John Carney (D-Del) (now Governor-Elect of the State of Delaware) and Congressman Sean Duffy (R-Wisc) and was passed unanimously by the House of Representatives in 2016. It was passed unanimously by the U.S. Senate on December 9, 2016, as part of a flurry of year-end bills passed by the Senate before it recessed for the year.

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The bill had broad industry support upon its introduction in October 2015, including the U.S. Chamber of Commerce, the National Venture Capital Association, National Small Business Association, Small Business Investor Alliance, SBEC, and the Crowdfunding Professional Association (CfPA), of which I served as its Chair and President at the time.

Remarkably, this Bill passed Congress unanimously without the support of the SEC. In testimony from SEC Chair Mary Jo White before the Senate Banking Committee in June 2016 she was asked by the Senate bill co-sponsor, Heidi Heitkamp (D-ND), whether she supported this legislation. Her response:

 “We currently have the Office of Small Business Policy within the Division of Corporate Finance. I am an advocate for small business.” 

A roundabout way of saying “no” – it seems to me.

In the past I have referred to this bill as the missing title of the JOBS Act of 2012. Though it parallels to a large extent to the SEC Office of Investor Advocate – part of the Dodd Frank Act of 2010 – the need for this legislation goes back decades.

The successful passage of this law was the result of the participation and support of many individual and groups. However, I am proud to have had a major role in initiating this legislation, among other things:

  • I was the first person to publicly advocate for this legislation, in Feb 2014, in an article published on Crowdfund Insider.
  • I met with former SEC Commissioner Daniel M. Gallagher in June 2014 to advocate for this bill.
  • I was cited by Commissioner Gallagher in a public address (Note 36) by Commissioner Gallagher given at the Heritage Foundation in September 2014 where he advocated for the need for a permanent Office of Small Business Advocate.
  • I worked with the original sponsor, Rep. John Carney (D-Del) (now Governor-elect of Delaware) in drafting this legislation prior to its introduction in Congress.
  • I assisted in procuring the initial Republican co-sponsor – Rep. Sean Duffy (R-Wis).

A special thank you is in order for SEC Commissioner Gallagher. Without his public and vocal support for this legislation it might have taken many more years for this historic legislation to become a reality.

A copy of the Bill can be found here.

For those of you who want to dig deeper on this subject, here is some background material on the Bill and my role in its journey:

http://www.crowdfundinsider.com/2016/12/93592-sec-small-business-advocate-moves-closer-reality-senate-passes-bill/

http://www.crowdfundinsider.com/2016/11/92607-unstacking-deck-smes-washington-call-sec-small-business-advocate/

This entry was posted in Capital Raising, Corporate Governance, Corporate Law, Crowdfunding, General, Regulation A+ Resource Center, SEC Developments and tagged , , , . Bookmark the permalink.

Crowdfunding- The Good, The Bad & The (really) Ugly

By Shane Liddell is the CEO and chief Crowdfundologist , CrowdfundBeat guest post.

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Introduction

Crowdfunding is by definition, “the practice of funding a project or venture by raising many small amounts of money from a large number of people, typically via the Internet.” The earliest recorded use of the word was by Michael Sullivan in Fundavlog during August 2006. The term crowdfunding was used for the first time in the year 2006 when Michael Sullivan launched Fundavlog. This, however, was a failed attempt to fund events and projects related to a video blog.

With the signing of the JOBS Act on April 5th 2012, the word of the day became “crowdfunding” and publicity from this historic event generated interest from all corners of the world and helped push crowdfunding into mainstream news.

The first instance of online crowdfunding took place during 1997, when fans funded the entire U.S. tour for the British rock group Marillion, raising just over US$60,000 in donations through a fan-based Internet campaign.

If the crowd and the web are considered to be two essential elements of crowdfunding, its very first examples came into being in the 1990s with the emergence of platforms for charity fundraising and projects funded by Internet-based campaigns. The UK-based charity fundraising platform JustGiving was founded in the year 2000.

The modern crowdfunding model is generally based on three types of actors: the project creator who proposes the idea or project to be funded, individuals or groups who support the idea, and a platform that brings the parties together and facilitates the transactions.

Part 1-The Good

The crowdfunding industry is doubling or more every year, and is spread across several types of funding models including rewards, donation, equity, and debt/lending.

Just five years ago there was a relatively small market of early adopters within online crowdfunding, helping raise $880 million during 2010. Things changed fast with $6.1 billion raised in 2013, $16.2 billion in 2014, and a whopping $34.4 billion in funds raised during 2015. In comparison, the Venture Capital industry invests an average of $30 billion each year. By 2016 the crowdfunding industry is on track to account for more funding than venture capital, according to a 2015 report by Massolution.

 

The highest reported funding by a crowdfunded project to date is Star Citizen, an online space trading and combat video game being developed by Chris Roberts and Cloud Imperium Games, which – as of 21 November 2016 – claims to have raised over $133,000,000 USD using a combination of crowdfunding platforms including its own.

One of the most influential factors behind the rapid growth of crowdfunding over the past 10 years was due to the global recession of the late 2000’s and early 2010’s. This highly turbulent time saw many small and established businesses struggling to survive.  Crowdfunding saved some of these businesses from crumbling into nonexistence by facilitating the raising of much needed capital. Traditional sources of funding – bank loans, overdrafts, credit cards – were all but drying up as the financial industry strained under the immense pressure the recession brought, with several household brand names suddenly put out of business too!

There are many success stories around, some of which I have personally been involved in helping reach way beyond their initial funding goals. FOBO TIRE, the tire pressure monitoring system (TPMS) managed to raise a total of $186,105 USD through their Indiegogo campaign back in 2014 but then went on to even greater things. Their products entry into retail happened through UK retailer Maplin and since then they have picked up a few awards along the way too.

Just last week, Phazon CEO, Chris Houle was chosen to appear on the CBC show Dragons Den, securing a great deal from the Dragons. His Indiegogo campaign, having raised over $2M earlier this year.

Many have heard of the highly successful Occulus Rift Kickstarter campaign launched during Q3 of 2012, raising a total of $2,437,429 and with Mark Zuckerberg of Facebook announcing the purchase of the company for a huge $2B USD on March 25th, 2014

There are many other similar successes out there including the renowned Pebble Watch who managed to raise a total of over $30M through 2 crowdfunding campaigns on the Kickstarter platform.
Conclusion

Startups rarely survive without funding and crowdfunding has enabled entrepreneurs to bring their ideas to the crowd for validation, and through engagement with potential customers, gain valuable feedback too.

Crowdfunding is here to stay!

Look out for Part 2 – The Bad, where I delve into the aspects of crowdfunding that are rarely spoken of, including the use of the dreaded word “scampaigns”.

About The Author

Shane Liddell is the CEO and chief Crowdfundologist at Smart Crowdfunding LLC, the crowdfunding marketing agency. He became active within the crowdfunding industry early in 2012, seizing the opportunity to offer help to crowdfunders from all corners of the world. He has delivered successful campaigns for entrepreneurs, startups, corporations and filmmakers and has assisted over 500 crowdfunders with campaign development, consulting, marketing and promotion services, some of which have raised millions of dollars in the process. He has attended numerous equity crowdfunding industry events, including the SEC Small Business Forum and the CfPA Summit in Washington DC. Shane holds the position of Executive Director of the Crowdfunding Professional Association (CfPA)

SEC Makes Intrastate Crowdfunding A Little Easier

By Mark Roderick CrowdFunding Beat  Sr. contributing editor and crowdfunding attorney with Flaster/Greenberg PC.aaeaaqaaaaaaaaf7aaaajdm2zwu1ywjmlwe2zjgtndljns04mtu3ltzmnza4mde3m2y4ma

The SEC just adopted rules that should make intrastate Crowdfunding easier, at least if State legislatures do their part.

To understand how the new rules help and how they don’t, start with section 3(a)(11) of the Securities Act of 1933, which has been, until now, the basis for all intrastate Crowdfunding laws. While section 5 of the Securities Act generally provides that all sales of securities must be registered with the SEC, section 3(a)(11) provides for an exemption for:

Any security which is a part of an issue offered and sold only to persons resident within a single State or Territory, where the issuer of such security is a person resident and doing business within or, if a corporation, incorporated by and doing business within, such State or Territory.

In 1974 the SEC adopted Rule 147, implementing section 3(a)(11). That was long before the Internet, and as state legislatures have enthusiastically adopted intrastate Crowdfunding laws since the JOBS Act of 2012, some aspects of Rule 147 have proven problematic. The rules just adopted by the SEC fix some of the problems of Rule 147:

  • In its original form, Rule 147 required that offers could be made only to residents of the state in question. The revised Rule 147 says it’s okay as long as the issuer has a “reasonable belief” that offers are made only to residents.
  • In its original form, Rule 147 required issuers to satisfy a multi-part test to show they were “doing business” in the state. Under the revised Rule 147, an issuer will be treated as “doing business” if it satisfies any one of several alternative tests.
  • The revised Rule 147 provides safe harbors to ensure that the intrastate offering is not “integrated” with other offerings.
  • In its original form, Rule 147 provided that securities purchased in the intrastate offering could not be sold except in the state where they were purchased for nine months following the end of the offering. The revised Rule 147 provides, instead, that securities purchased in the intrastate offering may not be sold except in the state where they were purchased, for a period of six months (not six months from the end of the offering).

Those are all good changes. But the SEC didn’t stop there. In addition to changing Rule 147 for the better, the SEC has adopted a brand new Rule 147A. Rule 147A more or less begins where Rule 147 leaves off and adds the following helpful provisions:

  • Most significantly, offers under Rule 147A may be made to anyone. That means the issuer may use general soliciting and advertising – and the Internet in particular – to broadcast its offering to the whole world. Purchasers – the investors who buy the securities – must still be residents of the state, but offers may be made to anybody.
  • The issuer doesn’t have to be incorporated in the state, as long as it has its “principal place of business” there – defined as the state “in which the officers, partners or managers of the issuer primarily direct, control and coordinate the activities of the issuer.” Thus, a Delaware limited liability company could conduct an intrastate “offering in Indiana, as long as all the officers and managers live and work in Indiana.

Why did the SEC bother to create a whole new Rule 147A to add these provisions, rather than just adding them to Rule 147?

The answer is that Rule 147 is an implementation of section 3(a)(11) of the Securities Act, and if you look at section 3(a)(11) you’ll see that the additional provisions in Rule 147A – allowing offers to everybody, allowing a non-resident issuer – are prohibited by the statutory language. To add these provisions, the SEC had no choice but to create a new Rule 147A that is entirely independent of section 3(a)(11).

And there’s the rub. Many of the existing intrastate Crowdfunding laws require the issuer to comply with Rule 147 and section 3(a)(11). Texas, for example, says:

Securities offered in reliance on the exemption provided by this section [the Texas intrastate Crowdfunding rule] must also meet the requirements of the federal exemption for intrastate offerings in the Securities Act of 1933, §3(a)(11), 15 U.S.C. §77c(a)(11), and Securities and Exchange Commission Rule 147, 17 CFR §230.147.

This means that issuers in Texas will not be allowed to conduct an offering under the more liberal provisions of Rule 147A until the Texas State Securities Board changes that sentence to read:

Securities offered in reliance on the exemption provided by this section must also meet the requirements of the federal exemption for intrastate offerings in the Securities Act of 1933, §3(a)(11), 15 U.S.C. §77c(a)(11), and Securities and Exchange Commission Rule 147, 17 CFR §230.147, or, alternatively, the requirements of the federal exemption for intrastate offerings in Securities and Exchange Commission Rule 147A, 17 CFR §230.147A.

To those who have spent the last three years pushing intrastate Crowdfunding laws through state legislatures, it might look as if the boulder has rolled back down the hill. But there might also be a silver lining. Almost all the state rules were adopted before Title III became final, and almost all include very modest offering limits. Now that Title III is working as promised, Rule 147A might present an opportunity for legislatures not just to take advantage of the more liberal provisions, but also to raise offering limits and make other adjustments, seeking to make their state rules more competitive with the Federal Title III rules.

In the big picture, the SEC has once again proven itself a fan of Crowdfunding. And that’s good.

Questions? Let me know.

Mark Roderick is one of the leading Crowdfunding lawyers in the United States. He represents platforms, portals, issuers, and others throughout the industry. 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 Mark’s blog, or his twitter handle: @CrowdfundAttny. He can also be reached at 856.661.2265 or mark.roderick@flastergreenberg.com.