What “Solicit” Means Under Title III

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

Before the JOBS Act came along, listing a security on a public website would itselfhave been treated as an act of “solicitation.” That’s the odd thing: Title III portals aren’t allowed to “solicit,” yet in the traditional sense of the term that’s the most important thing Congress created them to do.

red-figure_listen-to-me.jpg

 

 

 

 

The fact is that Congress was ambivalent when it created Title III portals. They are allowed to list offerings of securities, but are not allowed to do other things often associated with the sale of securities, including holding investor funds or offering investment advice. They are regulated by the SEC and FINRA, but with a light touch compared with other regulated entities. They are privately-owned, but are required to provide educational materials to investors, police issuers, provide an online communication platform, and ensure that investors don’t exceed their investment limits – in short, they are required to assume a quasi-governmental role.

Title III portals are a new animal, part fish, part bird. Which makes it that much more difficult to decide what “solicit” means when they do it.

Based on the statute, the SEC regulations, the legislative background of the JOBS Act, and the history and overall context of the U.S. securities laws, I think a Title III portal engages in prohibited “solicitation” anytime it tries to steer an investor to a particular security. If it’s not trying to steer an investor to a particular security, then it’s probably okay.

I’ve included some practical guidelines in the chart below. Although there are plenty of gaps, I hope this helps.

Click the following for a print ready version of the complete chart: Rules for Title III Portals

1c53d7e-1-120x120

 

 

 

Mark also maintains a widely-read Crowdfunding blog at crowdfundattny.com. In addition to Flaster/ Greenberg’s Crowdfunding Practice, Mark is also a member of the firm’s Mergers and Acquisitions, Business and Corporate, and Taxation Practice Groups. He represents entrepreneurs and their businesses across a wide range of industries, including technology, real estate and healthcare. Mark holds a Master’s degree in mathematics as well as a J.D. from the University of Virginia. You can reach Mark at 856.661.2265 or mark.roderick@ flastergreenberg.com.

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, : @CrowdfundAttny.

 

 

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

Tags: , , , , , , , ,

HEADLINE NEWS

This RSS feed URL is deprecated, please update. New URLs can be found in the footers at https://news.google.com/news [...]

ForbesHow This Millennial Built A 7-Figure Business Using Equity CrowdfundingForbesJules Schroeder , Contributor I write about millennials following nontraditional paths Opinions expressed by Forbes Contributors are their own. Most people I talk to are astonished when I tell them I sp [...]

Entrepreneur3 Crowdfunding Tips Every Company Forgets From a Brand That Raised $800000 and Got AcquiredEntrepreneurCrowdfunding takes a lot of planning, whether you're gearing up for a launch, a ship date or thinking about the next source of funding you'll pursue. But it [...]

Boing BoingCrowdfunding for medical costs is turning health-care into a reality-TV competitionBoing BoingIt's a sad -- if gripping -- document of the wildly inefficient, friction-hot mess of medical care in the US, where one-fifth of household spending is lavished on healthcare, [...]

Youris.comApproaching energy crowdfunding with eyes wide openYouris.comFor example, in Germany cooperatives have always been important in financing small-scale solar energy. And if you look at all the renewables capacity in the country, I think more than 50% is in the hands of private [...]

Telegraph.co.ukBrewDog keeps the taps open after hitting £10m crowdfunding markTelegraph.co.ukPunk IPA maker BrewDog has surpassed its £10m crowdfunding target but opted to extend the deadline in a bid for even more cash.BrewDog extends crowdfunding deadline after raising £11.3m - BBC [...]

VentureBeatIndiegogo moves beyond crowdfunding to help startups with manufacturingVentureBeatIndiegogo made its name as a crowdfunding site where startups could get cash for their big dreams. But the San Francisco company is moving beyond that idea to helping startups with design for [...]

Comics BeatCrowdfunding Watch: Curiously Cute Critters and a Cyberpunk CollectionComics BeatI recently returned from the Penny Arcade Expo (PAX) in San Antonio, Texas and I can't stop thinking about the games I saw. From the interactive love story Florence to Tunic, a story about [...]

Entrepreneur12 Key Strategies to a Successful Crowdfunding CampaignEntrepreneurI've Raised Close to $2 Million in Crowdfunding Campaigns -- Here Are My Secrets · Next Article. 12 Key Strategies to a Successful Crowdfunding Campaign. Image credit: Shutterstock · Aj Agrawal • Contr [...]

EntrepreneurLive at CES: Indiegogo CEO Predicts What's Next for CrowdfundingEntrepreneurAt CES, hundreds of companies of varying sizes and stages can attribute crowdfunding platforms to their funding, product design and success. One of those being Indiegogo. Founded in 2007, the [...]

CFB Finance

Marketwired

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

Press Release

CrowdFund Beat Media

2018 Fintech World Conference & Workshop, Announcement:Game Changer” Fintech World Media, PR & Marketing Group Proudly Presents: lnkd.in/gqdCrTr

Live Crowdfunding .tv

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