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Category Archives: Crowdfunding

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Direct-to-Consumer Equity Offerings: Are Loyal Customers Happy Shareholders?

Posted in Capital Formation, Crowdfunding, IPO On-Ramp, Regulation A+

“Direct-to-consumer” offerings enable companies to raise capital directly from their customers, with or without the use of underwriters or other financial intermediaries. Direct-to-consumer offerings have garnered attention recently given the ability to conduct offerings using a “crowdfunded” approach; however, companies have conducted direct-to-consumer offerings for years. With the amendments to Regulation A (commonly referred to… Continue Reading

PLI Seminar: Marketplace Lending and Crowdfunding 2016

Posted in Crowdfunding, Events

2015 saw the transformation of marketplace lending from a FinTech fad to a bona fide change in the way consumers and small businesses access credit. As the industry continues to mature and evolve, more changes are on the horizon, including new business practices and regulatory challenges. Crowdfinance has also developed and diversified. At this year’s… Continue Reading

PLI Seminar: Private Placements and Hybrid Securities Offerings 2016

Posted in Crowdfunding, Events, General Solicitation, PIPEs, Regulation A+, Regulation D, Rule 144A

PLI’s Private Placements and Hybrid Securities Offerings 2016 conference on August 1-2, 2016, presents an expert faculty of leading practitioners and regulators as they discuss and analyze the changing regulatory framework and market for private offerings. The faculty will address the changes to private and exempt offerings brought about by the JOBS Act, including matchmaking… Continue Reading

PLI Seminar: Understanding the Securities Laws 2016

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

On July 21-22, 2016, Practising Law Institute will host its “Understanding the Securities Laws 2016” seminar. This program 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 as well as SEC staff. Emphasis will be placed on the interplay among the Securities Act… Continue Reading

Financial Services Committee Approves Bills Relating to Capital Formation

Posted in Crowdfunding, House Financial Services Committee, JOBS Act News, Pending Legislation, Private Placements, Regulation D

The House Financial Services Committee held a markup session on June 15, 2016 to discuss a number of bills, including many relating to capital formation and the lessening of regulatory burdens for smaller reporting companies.  On June 16, the Committee reconvened and approved twelve bills, including: H.R. 4850, Micro Offering Safe Harbor Act. This bill… Continue Reading

SEC Issues C&DIs and Small Entity Compliance Guides for Crowdfunding

Posted in C&DI, Crowdfunding, Disclosure Requirements, SEC News

On May 13, 2016, the SEC issued new Compliance and Disclosure Interpretations (“C&DIs”) on Rules 100 (Crowdfunding Exemption and Requirements), 201 (Disclosure Requirements), 204 (Advertising) and 205 (Promoter Compensation) of Regulation Crowdfunding.  Highlights of the C&DIs include the following: Information not constituting an offer of securities may be disseminated by an issuer prior to the… Continue Reading

NASAA Releases Proposed Model Rule for Crowdfunded Offerings

Posted in Crowdfunding, JOBS Act News

On May 16, 2016, the North American Securities Administrators Association (NASAA) released for public comment its proposed model rule and uniform notice filing form for crowdfunded offerings.  The proposed model rule would require the filing with the regulators of participating states a short form with basic information about the issuer and the crowdfunded offering, along… Continue Reading

May 16th: Title III Crowdfunding Effective Date

Posted in Crowdfunding, FINRA

In time for the effective date of Regulation Crowdfunding, FINRA has issued an investor alert (see:  http://www.finra.org/investors/alerts/crowdfunding-and-jobs-act-what-investors-should-know) and a press release (see:  http://www.finra.org/newsroom/2016/finra-offers-what-investors-should-know-about-crowdfunding).

The CATO Institute Assesses the Effectiveness of the JOBS Act

Posted in Accredited Investor Standard, Crowdfunding, JOBS Act News

On May 3, 2016, the CATO Institute published a policy paper titled, “A Walk Through the JOBS Act of 2012: Deregulation in the Wake of Financial Crisis,” which assesses the JOBS Act and offers certain policy recommendations.  In connection with Title I, or the IPO on-ramp provisions, the paper recommends that the SEC require, for… Continue Reading

House Financial Services Hearing on Capital Formation Bills

Posted in Capital Formation, Crowdfunding, Private Placements

On Thursday, April 14th, the House Financial Services Subcommittee on Capital Markets and GSEs held a hearing at 10 am titled, The JOBS Act at Four: Examining its Impact and Proposals to Further Enhance Capital Formation. The hearing considered the following four proposed bills, about which we previously have reported: H.R. 4850, the “Micro Offering… Continue Reading

Capital Formation Legislative Update

Posted in Capital Formation, Crowdfunding, Regulation A+, Regulation D

On March 22, 2016, Congressman French Hill introduced a bill, HR 4831, that would amend the 100-holder restriction on S corporations in the limited case of shares acquired through crowdfunded offerings or Regulation A offerings.  The text of the proposed bill is available here: https://hill.house.gov/sites/hill.house.gov/files/wysiwyg_uploaded/HILLAR_027_xml%20-%20S-Corp_0.pdf. On March 23, 2016, Congressman Tom Emmer introduced a bill, HR… Continue Reading

Funding Portal Small Entity Compliance Guide

Posted in Crowdfunding, SEC News

The staff of the Securities and Exchange Commission recently posted an updated “small entity compliance guide” that summarizes and explains the rules adopted by the SEC that implement a regulatory framework for intermediaries that facilitate crowdfunding transactions (Title III/Section 4(a)(6) crowdfunding pursuant to Regulation Crowdfunding).  The guide serves as a useful reference regarding the registration… Continue Reading

IFLR Webinar – The New Dynamic: Exempt Securities Offerings in the United States and Resales of Restricted Securities

Posted in Crowdfunding, Events, IPO On-Ramp, Private Placements, Regulation A+

On February 24, 2016, at 11 a.m. EST, Morrison & Foerster Partners David Lynn and Anna Pinedo will be joined by Annemarie Tierney, NASDAQ Private Market, in hosting an IFLR webinar entitled “The New Dynamic: Exempt Securities Offerings in the United States and Resales of Restricted Securities.” The JOBS Act and more recently the FAST… Continue Reading

SEC Issues Investor Alert on Crowdfunding

Posted in Crowdfunding, SEC News

With the May 2016 effective date of the new crowdfunding rules approaching, the SEC is attempting to help prepare the market.  On February 16, 2016, the SEC’s Office of Investor Education and Advocacy issued an investor bulletin relating to crowdfunded offerings.  The bulletin is intended to help educate investors about the opportunities, and the risks,… Continue Reading

SEC Approves FINRA’s Funding Portal Rules

Posted in Crowdfunding, FINRA

The SEC approved FINRA’s Funding Portal rules for entities that intend to function as funding portals in crowdfunded offerings made pursuant to Regulation Crowdfunding.   We had previously posted a link to the rule text.  Today, FINRA issued Regulatory Notice 16-06, which provides an overview of the new Funding Portal Rules.  The Regulatory Notice can be… Continue Reading

FINRA Amends Proposed Funding Portal Rules

Posted in Crowdfunding, FINRA, Private Placements, SEC News

On January 21st, FINRA an amendment (see text here:  http://www.finra.org/sites/default/files/rule_filing_file/SR-FINRA-2015-040-ammendment-1.pdf) to its proposed rule changes relating to the registration, supervision and oversight of crowdfunding funding portals.  The Securities and Exchange Commission published a notice and order on January 22nd seeking comment on FINRA’s proposed rule changes on an accelerated basis.  In the notice and order,… Continue Reading

FINRA and OCIE: Examining Private Placements

Posted in Communications, Crowdfunding, FINRA, Private Placements, Regulation D, Rule 506

Readers of this blog are familiar with the recent regulatory changes that have created new possibilities for non-registered capital raises in the U.S.: general solicitations in Regulation D offerings, Regulation A+, crowdfunding, and to a lesser extent, new Section 4(a)(7) under the 1933 Act. Many applaud the additional flexibility provided by these changes.  At the… Continue Reading

ALI CLE Seminar: Regulation D Offerings and Private Placements…Plus New Options for Exempt Offerings

Posted in Crowdfunding, Events, Private Placements, Regulation A+, Regulation D, Rule 144A, Rule 506

On Thursday, March 10, Friday, March 11, and Saturday, March 12, 2016, Morrison & Foerster Partner Marty Dunn will speak at the American Law Institute’s “Regulation D Offerings and Private Placements…Plus New Options for Exempt Offerings” conference in Scottsdale, Arizona. Mr. Dunn will participate in several panels, including: “Conceptual, Statutory, and Regulatory Background and Structure;”… Continue Reading

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