Showing 17 posts by Iris K. Linder.
Deadline for Comments. The SEC's proposed crowdfunding regulations have now been published in the Federal Register. The deadline for submitting comments is February 3, 2014. As noted in our prior article, comments can be submitted electronically through the SEC's website, www.sec.gov, and at times, the SEC chooses to extend the comment period.
Format for Issuer Disclosures. Under the JOBS Act, the issuer (the company raising capital) must file specific disclosures with the SEC, and provide these disclosures to investors and the registered intermediary hosting the offering. The proposed regulations require the disclosures filed with the SEC to be filed through EDGAR (the SEC's Electronic Data Gathering Analysis and Retrieval System) on a new Form C. Read More ›
As a reminder, under the JOBS Act, each investor is limited as to how much the investor can invest in an issuer (the company raising capital) using the crowdfunding exemption during a 12-month period of time. There were some ambiguities in the language of the Act. The SEC proposes to clarify the ambiguities such that the limitations are as follows:
Use of Intermediary. The proposed crowdfunding regulations require the issuer (the company raising capital) to make an offering through only a single intermediary. The SEC apparently believes that in order for an intermediary to perform the necessary monitoring functions, the intermediary needs to be the sole provider of intermediary services. Furthermore, the SEC sees value in having all public comments and discussions about an offering posted in one place. Read More ›
Platform for Offering. The SEC is proposing to limit the availability of the crowdfunding exemption to offerings that are made through a registered intermediary on an Internet website or similar electronic medium, referred to in the proposed regulations as a “platform.” Accessibility through mobile devices is permitted. What the SEC wants to assure is that the offering occurs in a technology environment that will be accessible to the public and allow members of the crowd to share information and opinions. The JOBS Act does not require this limitation. It appears that the SEC is placing considerable emphasis on the benefits of the role of online discussion forums. Read More ›
In his recent blog posting, my colleague, John Mashni, noted that on October 23, 2013, the SEC issued a release containing the long awaited proposed crowdfunding regulations.
The SEC release is 568 pages long with an additional 17 page exhibit. Reviewing the release is not for the faint of heart!
We will share some of the highlights from the release and proposed regulations in bite sized pieces over a period of several weeks. We hope this will make the information easier for you to digest. Read More ›
Access to capital is one of the most challenging issues facing young companies today. In order to engage in a private placement of securities that is exempt from registration under the federal securities laws, the most popular approach has been an offering under Rule 506, under which most of the requirements that may be imposed under state law are preempted. An offering under Rule 506 permits sales of securities to an unlimited number of accredited investors, and up to 35 non-accredited investors. As described in greater detail below, accredited investors are people who meet minimum wealth or income standards, or institutional investors. Read More ›
Categories: Venture Capital/Funding
Here in the U.S., we continue to wait for the SEC to issue regulations before we can use investment based crowdfunding under the JOBS Act. In the meantime, investment crowdfunding has been available in the UK for two years.
On January 10, 2013, FINRA (the Financial Regulatory Authority) issued a voluntary Interim Form for Funding Portals. Under the JOBS Act, once the SEC adopts its crowdfunding regulations and equity crowdfunding becomes legal in the United States, equity crowdfunding portals will be required to become members of FINRA. FINRA currently regulates broker-dealers.
In the meantime, FINRA is requesting confidential information from equity crowdfunding portals that it can use to help it develop the rules it will impose on portal members. Click here for the FINRA release and link to the form.
The SEC has a very large task ahead of it in order to complete adoption of the regulations required under the JOBS Act.
One provision of the JOBS Act permits general solicitation of investors by a company if only accredited investors are allowed to invest. This will permit the use of a web portal or other electronic platform for the solicitation of accredited investors. Congress gave the SEC a deadline of July 4, 2012 to adopt regulations specifying the steps a company is required to take in order to clearly establish that each investor is accredited. The SEC proposed these regulations on August 29, 2012. Because the SEC had invited comments before the proposed regulations were issued and those comments were factored into the proposed regulations, we had anticipated that final regulations would issue soon after expiration of the comment period. Read More ›
The JOBS Act, which became law on April 5, 2012, included for the first time in the U.S., a legal structure that will permit the use of general solicitation in connection with small, non-registered investment offerings in the context of crowdfunding. The SEC still needs to adopt implementing regulations before this funding vehicle becomes available and the market decides if it is viable. This will take several months, if not a year. In the meantime, and even after investment crowdfunding becomes available, regular, non-investment crowdfunding may be a viable alternative for your enterprise. Read More ›