Georgia P. Quinn is the CEO and co-founder of iDisclose, an adaptive web-based application that enables entrepreneurs to prepare customized institutional grade private placement
By JL Law, Co – Founder verify investor and Georgia Quinn CEO idisclose.com, CrowdFundBeat guest contributors,
The Securities and Exchange Commission’s website states that the two basic objectives of the Securities Act are to (1) require that investors receive financial and other significant information concerning securities being offered for public sale; and (2) prohibit deceit, misrepresentations, and other fraud in the sale of securities. The objectives for the state blue sky laws are typically similar.
To help address these objectives, both federal and state securities laws prohibit a misstatement or omission of a material fact in connection with an offering of securities. These rules, generally known as anti-fraud provisions, have no exemption. They must always be complied with, even if the securities are registered. Though the mandate to disclose information in a non-fraudulent manner seems simple, determining what is “material” which must therefore be disclosed can be difficult. Generally speaking, something is considered material if there is a substantial likelihood that a reasonable investor would consider the fact to be important in deciding whether or not to invest.
A tool to provide these disclosures is what is commonly called a private placement memorandum (PPM). The PPM, which may sometimes be called a prospectus, offering memorandum, confidential information memorandum, or some similar term is a document which discloses information about the securities offering and the risks associated with an investment in the offering.
For many offerings, a distinct PPM may not be technically be required. A company may satisfy its anti-fraud obligations by providing material information to investors through any means of disclosure. However, a PPM is generally useful as it serves to evidence exactly what was disclosed to an investor and what was not. It also often serves as an important marketing tool to investors; while the PPM is fraught with disclosures of multiple ways investors might lose their money, it serves as a tool of validation that the offering is real and professionally conducted.
To learn more about PPMs, iDisclose and VerifyInvestor.com have prepared this helpful infographic:
Georgia P. Quinn is the co-founder and CEO of iDisclose, a new legal technology company focused on the disclosure needs of small business and startup entrepreneurs accessing capital. Quinn is also a securities attorney specializing in crowdfunding at the firm of Ellenoff Grossman & Schole LLP. Quinn was recognized in 2014 as a Top Female Attorney in New York City by Thomson-Reuters. Earlier this year she was joined by other honored attorneys in a special section about “Super Lawyers” featured in the New York Times. She is on the advisory board for the American Banker Lending and Investing Conference and NextGeneration Startups, an online resource for young entrepreneurs. Wealthforge, an early entrant in the crowdfunding space, has called Quinn one of the top influencers in the private placement industry. Quinn is a senior contributor to Crowdfund Insider, an online crowdfunding publication.
Jor Law is a co-founder of Homeier & Law, P.C., where he practices corporate and securities law, including helping companies take advantage of alternative forms of capital raising such as venture capital, EB-5 finance, Regulation D, Rule 506(c) offerings, Reg A+ offerings, and crowdfunding. Jor Law is also a co-founder of VerifyInvestor.com, the resource for accredited investor verifications trusted by broker-dealers, law firms, companies, and investors who insist on safety and reliability. These verifications are required by federal laws for generally solicited Regulation D, Rule 506(c) capital raises. Jor is frequently sought out as a speaker internationally on the topics of capital raising, investing, EB-5 finance, securities, and other corporate matters relevant to attorneys, entrepreneurs, and investors. Jor is licensed to practice law in California and New York. Jor received his J.D. from Columbia University and his B.A. from UC Berkeley.
*Homeier & Law, P.C., is not affiliated with VerifyInvestor.com.
By Kimberley Brown , CrowdFundBeat guest editor,
Idisclose is Adaptive web-based app that guides entrepreneurs through the process of generating their own customizable private placement memorandum at a fraction of the cost
This will be major game changer this year in facilitating legal protection throughout the crowdfunding industry.
Doug Ellenoff and Georgia Quinn, are leading securities attorneys at New York’s Ellenoff Grossman & Schole, and are major forerunners and advocates in the crowdfunding space. Both have always seen the lack of affordable and efficient disclosure as a major roadblock for small businesses seeking online capital, especially since creating a disclosure document (a PPM) can cost between $25,000 and $100,000, making the cost of raising capital with legal protection extremely prohibitive for entrepreneurs.
With the passage of the JOBS Act and the many new avenues for accessing capital, such as crowdfunding and other online platforms, disclosure is more important than ever. iDisclose helps protect the company raising money, and those assisting with the offering, against investor suits and SEC actions and provides the necessary information to investors.
iDisclose is a web-based application that streamlines the legal procedure of raising capital by guiding entrepreneurs through an adaptive process to customize institutional quality disclosure documents, including Private Placement Memorandums (PPMs). Built by a team of experienced securities lawyers, iDisclose fuses cutting-edge technology with legal know-how to significantly reduce the time, money and effort traditionally exerted on the disclosure process.
iDisclose allows business owners to “make their own counsel”, saving them thousands of dollars in fees as they draft their own, highly-accurate and comprehensive PPM documents in collaboration with their own team and attorney.
But now, Doug and Georgia are breaking down these cost barriers by launching an innovative platform this month called iDisclose.
iDisclose is a highly “intelligent” web-based application that allows entrepreneurs to create an institutional quality disclosure document (a PPM) online, while collaborating with their attorney only as needed or required throughout the entire process. This delivers up to 80% in cost savings for the business owner, while also significantly reducing the attorney’s time spent on drafting drudgery so they can focus on the real aspects of being a lawyer – offering real legal counsel and reviews.
Note that other key benefits provided by iDisclose include…
· For business owners, it allows them to draft their own, highly-accurate and comprehensive PPM document in collaboration with their team and legal counsel, which saves them thousands of dollars in fees.
· For investors, iDisclose provides robust disclosure in an easy to evaluate format, empowering them to make informed investment decisions.
· For platforms, it standardizes deal documentation allowing investors to make an apples to apples comparison and reducing risk.
· For lawyers, it eliminates much of the drafting drudgery required with PPMs, so lawyers can focus on offering real legal counsel and document review, as needed.