Opinion

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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Regulation A Timeline

By Mark Roderick CrowdFunding Beat  Sr. contributing editor and crowdfunding attorney with Flaster/Greenberg PC. “How long will it take?” That’s one of the two questions I’m asked most often about Regulation A. The answer is that if everything goes smoothly, it should take about 20 – 24 weeks from the day an issuer decides to raise money using Regulation A until it begins selling securities. Every company is different, of course, and lots of things can delay the process, but 20 – 24 weeks is a good rule of thumb. With this Regulation A Timeline, I hope to provide issuers and their advisors with a framework for conducting…

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Intermediaries, Trust and Equity Crowdfunding

By Paul Niederer CrowdFundBeat Sr. Contributing Editor Intermediary-controlled trust has been the main game in selling shares and equity since the 1930’s. That is why regulators have latched onto intermediaries, and their existing regimes to regulate the emergence of crowdfunding. However intermediary-less trust is on its way. A truism that is getting stronger and stronger is that “the crowd will catch a bad actor long before the regulator will”. The persistent focus on intermediaries by regulators means that they have not empowered the assistance the crowd can give in keeping equity crowdfunding participants honest. If blockchains become the new way to evidence trusted equity crowdfunding transactions we…

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Crowdfunding Aggregators Help Investors Gain Efficiency, Convenience

By Jorge Newbery,  CrowdFundBeat contributing Guest Editor,  Founder and Chief Executive Officer of American Homeowner Preservation LLC Crowdfunding is predicted to account for more funding than venture capital in 2016. This relatively new tool is rapidly emerging as a powerful capital-raising option for startups, small businesses, and real estate operators. Equity crowdfunding, or investment crowdfunding, empowers investors to fund ventures in return for equity or debt. But with countless deals available on a wide range of online platforms, would-be investors may not know where to look for deals, or may feel overwhelmed by the abundance of choices. In order to help potential investors navigate this sea…

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Understanding Reg CF: Discussing financial results

Understanding Reg CF: Discussing financial results

By Sara Hanks , CrowdFundBeat  Sr.contributing Guest Editor  CEO/Founder, CrowdCheck, Inc. As we have previously discussed, the Regulation CF disclosure requirement for thefinancial condition of the issuer has the potential to get inexperienced companies in trouble. It is in this section of the disclosure that optimistic entrepreneurs may provide misleading information by not providing the full details of performance measurements, or by not including information on the assumptions underlying any financial projections. Such statements may be misleading in their own right, or may omit information necessary to make the provided information not misleading – also known as securities fraud(link is external) (see paragraph (c)). As we have…

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Death to the Accredited Investor Rules

By Jorge Newbery,  CrowdFundBeat contributing Guest Editor,  Founder and Chief Executive Officer of American Homeowner Preservation LLC The American Dream is dying. Social mobility in America has all but perished for the majority of Americans. With an extraordinary concentration of wealth amongst the richest, working-class Americans are often shut out of opportunities that could allow them to rise. Investments enable citizens to bolster their incomes and plan their financial futures. But, while rules and regulations prohibit most Americans from participating in higher yielding ventures, our society’s wealth gap will continue to widen. The inequality of investment possibilities can be largely attributed to the Security and Exchange…

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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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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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HEADLINE NEWS

Types of Crowdfunding for your Small Business  Small Business TrendsFor small businesses looking to bypass traditional sources of financing, crowdfunding is a great choice. Here's a quick primer on the types of crowdfunding. [...]

Northern Monk completes rebrand after £1.5m crowdfunding campaign  The Drinks BusinessLeeds-based brewery Northern Monk has completed a rebrand of its range and released new gluten-free and low-alcohol beers after raising £1.5 million in 13 ... [...]

Crowdfunding offers promise for women and junior academics  Times Higher Education (THE)Study's authors suggest women are better able to communicate the value of science to score public donations. [...]

Unpaid Fyre Festival Cook Wins Back Life Savings From Crowdfunding Campaign  TheWrapMaryann Rolle, who appeared in Netflix documentary "Fyre," earned over $139000, surpassing her $123000 fundraising goal. [...]

How To Set Yourself Up For Crowdfunding Success  ForbesIf you want your crowdfunding venture to become a wild success, it's important to prepare to give yourself the best shot. [...]

How Crowdfunding Works For Entrepreneurs  ForbesHow does crowdfunding work for startup entrepreneurs? Crowdfunding exploded onto the internet a few years ago. Since then early platforms like Kickstarter ... [...]

Woman crowdfunding to have vaginal mesh removed  BBC NewsVictoria Adams is crowdfunding to have it removed after the NHS refused to do so. [...]

Syrian refugee attack: Boy's family crowdfunding to sue Tommy Robinson and Facebook over 'defamation'  The IndependentLawyers representing a Syrian boy who was attacked at school are crowdfunding to sue Tommy Robinson and Facebook. Footage of the 15-year-old victim ... [...]

How Crowdfunding Is Helping Homeless People Turn Their Lives Around  ForbesUK-based tech startup Beam has developed a crowdfunding platform that's helping homelessness people upskill and pursue successful careers. [...]

CRE Crowdfunding Platforms Must Focus on Realistic Returns  National Real Estate InvestorCRE crowdfunding platforms need to focus on stringent underwriting and transparency to avoid misleading investors about potential returns. [...]

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