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Category Archives: Crowdfunding

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Complimentary Teleconference: Too Many Exempt Offering Choices?

Posted in Crowdfunding, Events, IPO On-Ramp, Regulation A+, Rule 506

On November 16, 2015 at 12:00 p.m. EST, Morrison & Foerster Partners David Lynn and Anna Pinedo will lead a teleconference on exempt offering choices available to issuers. Now that the final Regulation Crowdfunding has been released, all of the new offering formats contemplated by the JOBS Act will be available to issuers. Of course,… Continue Reading

SEC Proposes Rule Changes to Pave the Way for Intrastate and Regional Offerings

Posted in Crowdfunding, Regulation D, SEC News

At the same time the Securities and Exchange Commission (the “SEC”) adopted rules implementing Regulation Crowdfunding pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), the agency proposed rule changes that could potentially facilitate intrastate and regional offerings that are subject to state blue sky regulation. In particular, the SEC… Continue Reading

Following the Wisdom of the Crowd? A Look at the SEC’s Final Crowdfunding Rules

Posted in Crowdfunding, JOBS Act News

In our latest client alert, we provide a detailed overview of the final rules, Regulation Crowdfunding, which will be applicable to crowdfunding offerings conducted in reliance on Section 4(a)(6) of the Securities Act of 1933 as amended (the “Securities Act”), which was added by Title III of the Jumpstart Our Business Startups Act of 2012… Continue Reading

SEC Final Crowdfunding Rules and Proposed Amendments to Rule 147 and Rule 504

Posted in Crowdfunding, SEC News

The SEC has published the Final Crowdfunding Rules following their earlier meeting wherein the rules were adopted. The final rules can be found here: http://www.sec.gov/rules/final/2015/33-9974.pdf. Additionally, the SEC has posted the proposed amendments to Rule 147 and Rule 504, available here: http://www.sec.gov/rules/proposed/2015/33-9973.pdf.

Regulation Crowdfunding

Posted in Crowdfunding, Exchange Act Registration Thresholds, SEC News

Today, the SEC voted to adopt final rules permitting crowdfunding.  Regulation Crowdfunding allows issuers to engage in securities-based crowdfunding through the internet pursuant to Section 4(a)(6) of the Securities Act.  The final rules reflect an effort to address some of the concerns raised during the comment process, and appear to provide some greater flexibility for… Continue Reading

Crowdfunding Nears?

Posted in Crowdfunding

The SEC announced (see: https://www.sec.gov/news/openmeetings/2015/ssamtg103015.htm) that the Commission will hold an open meeting on Friday to consider the final crowdfunding rules, as well as to consider whether to propose amendments to Rule 147 (intrastate crowdfunding) and Rule 504. As discussed in prior posts, the SEC has received a number of recommendations to modernize Rule 147… Continue Reading

PLI Seminar: Understanding the Securities Laws Fall 2015

Posted in Crowdfunding, Events, Private Placements, Regulation A+, Regulation D, Rule 144A

PLI’s Understanding the Securities Laws Fall 2015 conference on December 17-18, 2015, will provide an overview and discussion of the basic aspects of the U.S. federal securities laws by leading in-house and law firm practitioners and key SEC representatives. Emphasis will be placed on the interplay among the Securities Act of 1933, the Securities Exchange… Continue Reading

Sign of Things to Come?

Posted in Crowdfunding, FINRA

FINRA recently filed a proposed rule change with the Securities and Exchange Commission in order to adopt the final rules relating to Title III crowdfunding “funding portals.”  This may signal that indeed the final crowdfunding rules may be released before year-end. The proposed rules were released at the end of 2013 in Regulatory Notice 13-34. … Continue Reading

Unlawful Crowdfunding? — SEC Institutes Public Administrative and Cease-and-Desist Proceeding Against Unregistered Broker-Dealer

Posted in Crowdfunding, Regulation A+, SEC News

In a proceeding on September 28th, the SEC ordered a public hearing to be held before an Administrative Law Judge within the next two months.  Further, the SEC ordered the Respondent and two companies under his control, to cease and desist from any engaging in any unlicensed and/or criminal acts of securities dealing. The Respondent… Continue Reading

Kauffman Foundation Study on Funding for Start-Ups

Posted in Crowdfunding, Start-Ups

In a recent edition of its Entrepreneurship Policy Digest, the Kauffman Foundation provides interesting data on the types of funding relied upon by emerging companies.  The report notes that approximately 40% of startup capital is in the form of bank debt.  The report also notes the increased reliance by entrepreneurs on online lending platforms.  For… Continue Reading

SEC Advisory Committee Agenda Published

Posted in Advisory Committee on Smaller and Emerging Companies, Crowdfunding, Public Companies, SEC News

The SEC announced that the next meeting held on June 3rd of its Advisory Committee on Small and Emerging Companies will focus on public company disclosure effectiveness, intrastate crowdfunding, venture exchanges, and treatment of “finders.”  The Committee also will vote on a recommendation to the Commission regarding the “Section 4(a)(1½) exemption” sometimes used by shareholders… Continue Reading

Update on SEC Rulemaking

Posted in Accredited Investor Standard, Crowdfunding, Dodd-Frank News, SEC News

Chair White, addressing the Investor Advisory Committee, provided an update on SEC rulemaking.  Chair White identified the following initiatives: the disclosure effectiveness initiative; the review of the “accredited investor” definition; action on the tick size pilot; and the adoption of final crowdfunding rules. Chair White also noted that the Commission must complete its required rulemakings… Continue Reading

UK Regulator Publishes Findings of Crowdfunding Review

Posted in Crowdfunding

Earlier this month, the UK’s Financial Conduct Authority published a paper, “A review of the regulatory regime for crowdfunding and the promotion of non-readily realizable securities by other media” (you may access the paper here:  http://www.fca.org.uk/static/documents/crowdfunding-review.pdf), which provides a post-implementation review of the market following the April 2014 effective date of regulations.  For 2014, the… Continue Reading

Securities Regulation Legislation in the Coming 114th Congress

Posted in Crowdfunding, JOBS Act News

If the current 113th Congress is any measure, we can expect the coming 114th Congress to introduce and promote bills seeking, among other matters, to facilitate capital formation, to correct oversights in the original JOBS Act, to make crowdfunded equity offerings a reality and to ease reporting complexity for smaller issuers.  Here is a link to… Continue Reading

Lender-to-thy-Neighbor: P2P Lending in Perspective

Posted in Crowdfunding, P2P Lending

Nigel Glenday is an investment banker at StormHarbour Partners, a global investment banking firm providing strategic advisory, structuring and sales & trading solutions with offices in the U.S., Europe and Asia Nigel.Glenday@stormharbour.com Closely related to the crowdfunding phenomenon has been the evolution of the peer-to-peer (P2P) lending model.1 As the early standard-bearers of P2P prepare… Continue Reading

CROWDFUNDING—Meanwhile, at the States…

Posted in Crowdfunding, SEC News

We continue to wait for the SEC to issue final crowdfunding regulations— the comment period ended in January.  Meanwhile, some states have sensed an opportunity.  Section 3(a)(11) of the Securities Act exempts “intrastate” offerings from the Securities Act when the securities sold are part of any issue “offered and sold only” to persons resident within… Continue Reading

SEC commissioner weighs in on regulatory process and capital formation

Posted in Crowdfunding, SEC News

SEC Commissioner Daniel Gallagher urged the commission on Wednesday to fulfill its mandate to promote capital formation. The SEC should institutionalize an enhanced small business focus, Gallagher said in his prepared remarks, because its current small business mandates are “generally treated as afterthoughts on the ‘back end’ of the rulemaking process.” Gallagher challenged the SEC… Continue Reading

500 Days and Counting – Where Are the Crowdfunding Rules? Bipartisan Disappointment

Posted in Crowdfunding, JOBS Act News

On August 8, 2014, Representatives Darrell Issa, Jared Polis, Scott Peters and Vern Buchanan, co-chairs of the House Innovation and Entrepreneurship Caucus, along with a bipartisan group of 26 other representatives, sent a letter to Chairman White of the SEC taking the SEC to task for failing to complete the crowdfunding rules required by Title… Continue Reading

Hearing on Oversight of the SEC’s Division of Corporation Finance

Posted in Crowdfunding, Regulation A+, SEC News

As we previously reported, the Director of the SEC’s Division of Corporation Finance, Keith Higgins, testified before the House Financial Services Committee on a broad range of matters, including the SEC’s progress in implementing the rules required by the Dodd-Frank Act and the JOBS Act, as well as the Division’s disclosure reform initiative.  Congressmen commented… Continue Reading

Remarks of Sebastian Gomez Abero, Chief of the SEC’s Office of Small Business Policy, in an ALI Webcast Titled “Crowdfunding and Reg A+: New Routes for Raising Capital”

Posted in Crowdfunding, Events, Regulation A+

On May 22, 2014, Sebastian Gomez Abero, Chief of the Office of Small Business Policy of the Division of Corporation Finance of the SEC, spoke about the SEC’s crowdfunding and Regulation A+ proposals. Mr. Gomez commented generally on a number of comments and questions raised by commenters to the proposals. Mr. Gomez also noted that… Continue Reading

Recommendations of the SEC’s Investment Advisory Committee Regarding Crowdfunding Rules

Posted in Crowdfunding, SEC News

On April 10, 2014, the Investor Advisory Committee (the “IAC”) of the Securities and Exchange Commission (the “SEC”) held a meeting during which it recommended that the SEC adopt crowdfunding rules that are both consistent with the Dodd-Frank Act and commensurate with the risks inherent in allowing early stage start-up companies to sell securities based… Continue Reading

SEC Issues New and Revised Guidance on Intrastate Crowdfunding

Posted in Crowdfunding

On April 10, 2014, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) issued one revised and two new compliance and disclosure interpretations (“C&DIs”) regarding crowdfunding and Rule 147 under the Securities Act of 1933, as amended (the “Securities Act”), which are summarized below.  Section 3(a)(11) of the Securities Act (“Section… Continue Reading

Fed Governor Addresses Crowdfunding

Posted in Crowdfunding

Governor Jeremy C. Stein spoke at the Crowdfunding for Community Development Finance Conference today (see remarks at: http://www.federalreserve.gov/newsevents/speech/stein20140324a.htm).  Fed Governor Stein’s remarks emphasized that perhaps all too often crowdfunding is associated only or primarily with tech companies or start-ups, but that crowdfunding may be used for other purposes.  In particular, he focused attention on crowdfunding… Continue Reading