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.  For one, there may be no securities professionals involved in structuring the offering, or marketing or selling it.  Other professionals, such as attorneys, may recommend a Reg A offering but are not retained to provide guidance on how to market a successful offering.  Failure means a blow to a company’s reputation and coffers; simply wasted money.

To raise capital under Rule 506(c) or Reg A, a company must plan carefully its marketing campaign, including how it will attract interest in its securities offering, how it will draw visitors to its website hosting the offering, and why it is likely that an investor will press the “invest now” button and invest?   The company is driving the ship here, and must take responsibility for the offering to be successful.  If the company lacks the experience or confidence to do so, it should hire a broker-dealer to solicit the offering as this will increase its odds of success.  Broker-dealers have existing relationships with investors whom they can solicit and can provide advice on the terms of the offering.  A company initiating a marketing campaign needs to find ways to introduce itself to the public and network to and develop relationships with prospective investors.  The marketing should not be limited to creating a website and video and then expecting investors to come find the company as this alone generally will not work.

A few things to consider:

While a company may view its securities offering as great and a no brainer, others including prospective investors may not necessarily see it the same way.  A company needs to market the offering, and in a manner compliant with securities laws.

Who is the targeted audience?  Customers of a company and true believers are an ideal target audience.  If not them, who?  And what is the marketing strategy for reaching them?

Is a Reg A the right type of securities offering?  Maybe a Reg D or Title III make more sense initially, especially if this is the first time a company is raising capital.  In this way, a company pays lower legal fees while having an opportunity to test its online marketing strategy, the offering is ready to launch faster, and with Title III, a company can tap into a funding portal’s network of investors.

The minimum offering should both help a company take the next step in growing its business and be low enough that it is realistic for the company to successfully raise this amount.

A securities offering is not a race, and speed is a lot less important than success.  Careful planning of a company’s marketing strategy is essential, and the company should obtain the help it needs to be effective, persuasive and compliant.

The key goal for any securities offering is to be successful.  Without a proper marketing strategy, how can any company expect to attract visitors to a website to invest?  Without a proper marketing strategy, the answer to the question of who will buy your company’s stock is clear:  possibly no one.

***

About :Scott Andersen
Scott is principal at finLawyer.com and General Counsel of FundAmerica. He was most recently the Deputy Regional Chief Counsel at FINRA, and prior to that was the Enforcement Director at FINRA and the NYSE, Co-Chief of the Securities Prosecutions Unit of the NY Attorney General’s office, and Asst. Attorney General for the State of NY.  He concentrates his practice on securities law and regulatory defense.

The information in this article is provided for general informational purposes only and is not intended to be legal advice.  The issues discussed include complicated areas of law and legal advice should be obtained from a securities attorney about your specific circumstances.

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About Scott Andersen:
Scott is principal at finLawyer.com and General Counsel of FundAmerica. He was most recently the Deputy Regional Chief Counsel at FINRA, and prior to that was the Enforcement Director at FINRA and the NYSE, Co-Chief of the Securities Prosecutions Unit of the NY Attorney General’s office, and Asst. Attorney General for the State of NY. He concentrates his practice on securities and regulatory law.

The information and materials in this article are provided for general informational purposes only and are not intended to be legal advice. The issues discussed include complicated areas of law and legal advice should be obtained from a securities attorney about your specific circumstances.

 

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