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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Commercial Real Estate Crowdfunding


Join host Michael Bull and his guest, Brian Korn from Manatt, Phelps, and Phillips, as they discuss strategies and tips for investors and sponsors

An Investment Decision – Single-Family Homes vs Multifamily Properties

Crowdfund Beat Editorial, Real estate investing has long been an enticing option for entrepreneurs looking to expand and diversify their investment portfolios, and for good reason. The housing market crash of the last decade has resulted in a hot rental market, as many Americans are choosing to forgo buying in favor of renting for flexibility and affordability. If you’ve been considering a foray into real estate, you’re not alone in your desire. Many are throwing their hats into the landlord ring, and hoping to make sustainable profits that cushion retirement funds and serve as immediate supplemental income. Before making an offer on a property, there’s…

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What to Know Before Purchasing a Restaurant Franchise

  Franchises have proven to be a lucrative venture for savvy investors, and the restaurant industry continues to remain a popular option for entrepreneurs looking to expand their business sights. While in theory it sounds like an easy venture—buy a pre-existing business that’s proven to be successful and oversee it—in reality, the ins and outs of securing and maintaining a restaurant franchise can be time-and-cost intensive. Consider the following facets of franchise endeavors and determine whether this venture is right for you. Raise the Funds While opening a franchise restaurant is generally much cheaper than starting a restaurant from scratch and building it from the…

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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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Understanding the 1031 Exchange and How it Affects Investors

By David Wieland, CrowdFund Beat Guest Post, The following is a guest post written by Realized Holdings, a valued WealthForge partner who helps investors reinvest their 1031 equity. With commercial real estate values at an all-time high, there’s been a lot of buzz about 1031 exchanges. Why all the excitement? For starters, investors can save 30% to 40% in taxes on the sale of their investment property by completing a 1031 exchange. While tax code may be boring, saving money is not. A 1031 exchange allows investors to defer payment of capital gains taxes when they sell properties by reinvesting or “exchanging” their equity into “like-kind” replacements.…

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SEC: Investment Adviser Boasted

SEC: Investment Adviser Boasted

FOR IMMEDIATE RELEASE 2016-161 SEC: Investment Adviser Boasted Phony Assets and Track Record, Stole From Client Washington D.C., Aug. 11, 2016 — The Securities and Exchange Commission today announced fraud charges against a San Francisco man and his investment advisory firm accused of pretending to manage millions of dollars in assets and then stealing money from the first client who invested with them based on their misrepresentations. The SEC alleges that Nicholas M. Mitsakos and Matrix Capital Markets, which is a state-registered investment adviser in California, solicited investors in a purported hedge fund while falsely marketing themselves as experienced money managers with a highly successful…

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The Tax Implications of Starting Your Own Business

Starting a small business is rife with regulations, tasks, and endless streams of expenses. One thing many entrepreneurs don’t consider at the onset of a new business is the major tax implications this venture can have. Check out what you can expect from the IRS after deciding to start your own business. Consider Your Business Structure As you begin your venture, consider how you’re going to structure your business. Will you classify your business as an LLC, partnership, S-corp, or C-corp? Many small business owners elect to declare their business as an LLC because this structure typically provides a larger amount of protection and a…

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iDisclose Launches a Free “SEC Scrubber” Tool for Crowdfunding Issuers

iDisclose Announces Free Online Tool to Conform Documents to SEC Acceptable Format NEW YORK, NY–(Marketwired – August 17, 2016) – iDisclose announced today that it is offering a free online service to help issuers and their counsel submit the required crowdfunding documents to the Securities and Exchange Commission. iDisclose CEO Georgia Quinn explained that “we have noticed a lot of people are having trouble uploading the required documents to the SEC’s online system known as EDGAR. This is due to the finicky nature of the system and somewhat archaic technology it uses. Several issuers’ uploads were getting bounced and the error messages were indecipherable.” Many…

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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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How CrowdFunding is Disrupting Old Banking

By Julie Hanna and Reid Hoffman, Crowdfund Beat Guest Post, In San Francisco, Teresa Goines is breaking down deeply entrenched cycles of poverty and crime, one bowl of peanut butter stew at a time. Old Skool Café, the 1940’s supperclub she started, gives jobs to at-risk and former gang youth. When banks turned her down, 41 people she’d never met crowdfunded a $5000 loan, putting their faith and money in Teresa, a former corrections officer with no restaurant experience in a city where most new restaurants fail. Their bet paid off. She repaid her loan in full. Each year, 25 troubled young people, most who…

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Improving Legal Documents in Crowdfunding: Get Rid of the State Legends!

By Mark Roderick CrowdFunding Beat  Sr. contributing editor and crowdfunding attorney with Flaster/Greenberg PC. I see lots of offering documents like this, with pages of state “legends.” The good news is that in Crowdfunding offerings – Title II (Rule 506(c)), Title III (Regulation Crowdfunding), and Title IV (Regulation A) – you can and should get rid of them.               The legal case is pretty simple: Before 1996, states were allowed to regulate private offerings. Every state allowed exemptions, but these exemptions often required legends, differing from state to state. The National Securities Market Improvement Act of 1996 added section 18 to the Securities…

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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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Crowdfunding in Emerging Markets

CrowdFund Beat Data Center, A new report, Crowdfunding in Emerging Markets: Lessons from East African Startups, captures lessons learned from East African entrepreneurs who were among the earliest adopters of crowdfunding in the developing world. Crowdfunding is the practice of raising monetary contributions from a large number of people, typically online, to fund a project or venture. In the past 10 years, crowdfunding has evolved into a $16 billion market, largely concentrated in North America and Europe. In developing countries, the crowdfunding market is expected to reach $327 million this year—about 2 percent of the global total. Despite this slow adoption, crowdfunding has been heralded as…

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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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Watch: Regulation A Plus Panel

Commonwealth Capital Adds New Crowdfunding Chapter to Its Premier E-Book,

CHICAGO, July 28, 2016 /PRNewswire/ — Commonwealth Capital LLC, a pioneering provider of Corporate Finance Advisory and Regulation Crowdfunding services, announced today that it has updated its popular e-book with a new Chapter Two dedicated entirely to crowdfunding. The definition of the term “crowdfunding” has evolved in recent years. The term was originally used for donation-based crowdfunding only, but is now used to define capital-based crowdfunding — also known as Regulation Crowdfunding — under Title II (2) and then under Title III (3) of the Jumpstart Our Business Startups (JOBS) Act of 2012. The JOBS Act has significantly leveled the investment playing field, encouraging a growing…

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Managing The Risks Of Crowdfunding

By Evan Bundschuh, RPLU  & CrowdFund Beat Guest Editor, For new ventures looking to raise capital or test their market/product, crowdfunding has proven to be the go-to solution with an ease and excitement that other methods of funding lack. With that excitement though comes challenges. As a fairly young platform with a legal landscape that has yet to develop, the risks of crowdfunding are often overlooked. While the risks may seem invisible, mistakes are inevitable, as are the lawsuits and damages that follow. The challenge is forecasting when and where the potential dangers/disasters will arise (before they do) in order to protect your business, its directors, and…

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Evaluating Crowdfunding for Architectural Projects

By Rachael Everly, Crowdfund Beat guest contributor, Crowdfunding is often described as a practice to start off online investment campaign by popular people and generate funds or finances for specific related projects. This practice can leverage entrepreneurs, tech enthusiasts or businessmen who can spur some community support and start a petition to motivate people for investing some small dollar contributions. But can it help architects? How is Crowdfunding Relevant with Architecture? Crowdfunding can be applied to a range of investment opportunities provided for a viable project, services or the idea of a physical structure which can present itself as a worthwhile investment option for the people.…

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Real Estate Crowdfunding Panel

Real Estate Crowdfunding Company Brelion – Launches Bitcoin Investment Opprtunity

Crowdfund Beat News Wire, Bitcoin digital currency users now have a new option to invest in real estate by using the funds they’ve stockpiled on Bitcoin and make up to 24% return. True to its cutting edge, alternative investment approach, real estate crowdfunding website Brelion is venturing into Bitcoin with a pilot property, making it the only company offering a Bitcoin real estate investment option. The property – a suburban, four bedroom, 1.5 bath residence – was purchased for approximately 30.83 XBT (click here for Bitcoin exchange rate), renovations are expected to cost an estimated 65.49 XBT. The project manager expects the property to appraise…

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iDisclose Partners With Republic on Its Title III Crowdfunding

Crowdfund Beat News, iDisclose Provides Republic Users With a Low Cost Legal Solution to Comply With Title III Crowdfunding Regulations NEW YORK, NY–(Marketwired – July 18, 2016) – iDisclose announced today that it is proud to be a part of Republic’s Title III crowdfunding launch. The AngelList spinoff and funding portal officially launched today with iDisclose as its exclusive Form C service provider. Each Republic issuer is provided with access to the iDisclose application to prepare their Form C at a fraction of the time and cost of using a traditional lawyer or law firm. Using a series of adaptive questions, similar to TurboTax TM,…

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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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Crowdfunding Curriculum

INTRODUCTION Four years after Congress passed the JOBS Act, requiring the relaxing of certain rules on raising funds, equity crowdfunding for non-accredited investors finally arrived May 16. According to The National Law Review, here are some of the most important facts to know:1 Non-public US companies may raise funds on the Internet from accredited and non-accredited investors alike. Crowdfunding must be conducted through SEC approved fundraising portals that are managed by registered broker-dealers (i.e., not a company’s own website). The amount raised cannot exceed $1,000,000 in a 12 month period. Individual investors with annual income under $100,000 are limited to investing the greater of $2,000…

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Early Problems in Reg A ?

By Scott Purcell,  Fund America Founder & CEO, CrowdFundBeat Guest post At the birth of any new industry, the early players never “get it right” at first as there is always a learning curve and some growing pains. In the early 90’s AOL, Compuserve, Netcom, Microsoft and others absolutely refused to interconnect (aka “inter-network”, aka “internet”) their private islands of electronic communities to each other. The industry paradigm was to run an exclusive service of content and tools (e.g. “email”) only accessible by their customers (“users”). They felt it made no economic or marketing sense to allow users of other private networks to access their proprietary…

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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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“Catalyzing Crowdfunding to Scale”

“innovation initiative,” Vote on Tuesday

WASHINGTON—House leaders said they have scheduled votes Tuesday on two more bills that are part of the GOP’s broader initiative aimed at reducing burdens on startups, spurring innovation and creating more U.S. jobs. The two bills, tied to angel investing and equity crowdfunding, are among more than 20 pieces of legislation rolled out under an “innovation initiative,” announced in April. A number of the bills in the innovation package, including one that would expand rural access to the internet, have already passed the House with bipartisan support, and both bills on Tuesday are expected to get backing from Republicans and Democrats. The two bills were introduced by Chief Deputy…

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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. …

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Evaluating Crowdfunding’s Potential for Investing Platforms

By Rachael Everly @RachaelEverly Crowdfund Beat 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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Fix Crowdfunding Bill Pass House

Crowdfund Beat News Wire, The Fix Crowdfunding Act (H.R. 4855) passed the  House of Representatives by a vote of 394 to 4. It doesn’t look much like the original bill we reported on here. As passed by the House, the bill allows special purpose vehicles, called “crowdfunding vehicles” to engage in crowdfunding, and to make investments in a crowdfunding issuer, subject to significant limitations. It also makes the Exchange Act registration exemption for crowdfunded issuers unconditional if the issuer has a public float of less than $75 million. The Supporting America’s Innovators Act of 2016 (H.R. 4854) creates an exemption from the Investment Company Act…

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Communications and publicity by issuers prior to and during a “Regulation CF” offering

By Sara Hanks , CrowdFundBeat  Sr.contributing Guest Editor  CEO/Founder, CrowdCheck, Inc. The idea behind crowdfunding is that the crowd — family, friends and fans of a small or startup company, even if they are not rich or experienced investors — can now invest in that company’s securities. For a traditionally risk-averse area of law, that’s a pretty revolutionary concept! In order to make this leap, Congress wanted to ensure that all potential investors had access to the same information. The solution that Congress came up in the JOBS Act with was that there had to be one centralized place that an investor could access that information —…

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Is Real Estate Crowdfunding Offers An Attractive Alternative For Secure Investments?

By Yemani Mason Founder at VestMunity.com, Crowdfund Beat Guest post, Over the past several years, home prices have been on the rise – particularly in South Florida. According to the Sun-Sentinel, “In South Florida, median home prices have been on the upswing in recent years and rose modestly in April.” Additionally, more and more people are moving to Miami, adding to an already active real estate market.Realestatearama reports that, “South Florida’s tax environment (no state income tax in Florida), growing tech industry and infrastructure improvements are leading more Americans to relocate to Miami…The trend of Americans moving to Miami is going to continue.” Still, many people may…

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CROWDFUNDING JOBS

        Send your company’s  job opportunity to:  info@crowdfundbeat.com   CMO / Co-Founder to join a Property Crowdfunding Platform London Bridge, South East London – We are looking for a CMO/Head of Marketing to join Homegrown, a new Property Crowdfunding Platform as a Co-Founder. BACKGROUND Our mission is to use the power of crowdfunding to help solve the UK’s Housing Crisis by providing a platform that allows UK House Builders to ‘build real people’s homes using real people’s money’. Our unique proposition allows retail investors to invest equity in residential development projects in return for a share of profits. This allows investors… more…

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HEADLINE NEWS

HuffPostRapper BoB Wants To Use Crowdfunding To Prove That The Earth Is FlatHuffPostRapper B.o.B. Wants To Use Crowdfunding To Prove That The Earth Is Flat. He really doesn't understand the gravity of the situation. By David Moye. 8.6k. 38. Rapper B.o.B thinks the world is flat a [...]

TNWThe next era of crowdfunding: why entrepreneurs need to look beyond the launchTNWWith more young companies and first-time entrepreneurs turning to crowdfunding platforms like Kickstarter and Indiegogo the B2C startup world has been reenergized by the possibility of growing a compan [...]

HuffPostHow to Effectively Market an Equity Crowdfunding/Reg A+ OfferingHuffPostEquity crowdfunding appears to represent a simple solution for businesses – both start up and firmly established – that are looking to raise money to fund their vision. By allowing investors (and fans of t [...]

Forbes6th Annual Global Crowdfunding Convention Sponsored By ForbesBooksForbesIn 2012, crowdfunding raised $1.7 billion in capital – but last year, total capital raised using crowdfunding reached over $60 billion. This represents a seismic shift in the way that startups, non-profits, [...]

Entrepreneur5 Ways to Learn the Nuts and Bolts of CrowdfundingEntrepreneurCrowdfunding is a multibillion dollar worldwide industry that continues to disrupt the traditional world of corporate finance, as well as change the way products go to market. Businesses new and old, small and l [...]

WBIW.comCrowdfunding Campaign Launched For Linden Project In ColumbusWBIW.com(COLUMBUS) - Local and visiting families to Columbus will soon be able to enjoy an innovative new place thanks to a new crowdfunding campaign. The campaign, sponsored by the Indiana Housing and Community Deve [...]

West Seattle Blog (blog)SAVING FALCONRIDGE FARM: Riding instructor launches 'long-shot' crowdfunding campaign to buy it for therapeutic ...West Seattle Blog (blog)Julia Montagnet of Vashon Island has put that pricetag on a Generosity.com campaign to try to buy and save Falco [...]

Pacific StandardHow Public-Sector Crowdfunding Can Influence Government Decision MakingPacific StandardEither on their own or via the government-specific crowdfunding platform Citizinvestor, which launched in 2012, governments have run successful campaigns big and small. In 2015, 51 p [...]

Forbes5 Crowdfunded Side Projects That Became Million-dollar CompaniesForbesCrowdfunding has also given many side projects a fighting chance, when no one else would. Many startups that originally launched on crowdfunding platforms have gone on to build $100 million businesses from the [...]

Boing BoingCrowdfunding a major new critical study of Robert A HeinleinBoing BoingIt's a huge book -- as befits an author with such a massive oeuvre -- and would have cost a fortune for a traditional academic press to publish, so she's crowdfunding the book on Unbound. Ebook [...]

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