Documentos de Académico
Documentos de Profesional
Documentos de Cultura
and Title IV
Thursday, July 16, 2015
Panelist
Joseph Bartlett, McCarter & English
Brian Korn, Manett, Phelps & Philips
Mike Norman, WeFunder
Kim Wales, Wales Capital (Moderator)
Regulations
UNREGISTERED
OFFERINGS AND OTHERS
Privilege & Confidential
Type
Crowdfunding
Landscape: 5 Types
Reward
s/
Donatio
nBased
Securities to
Accredited
Investors (Title
II)
Securities
to the
Public
(Title III)
Peer-to-Peer
Lending
Intrastate
Crowdfunding
Examples
Kickstarte
r,
Indiegogo,
Rockethub
,
Youcaring
Ourcrowd, Realty
Mogul, FundersClub,
AngelList,
None so far;
potentially a
rewards or
accred
platform
LendingClub, Prosper,
Funding Circle, Zopa
(UK), Ratesetter (UK),
Auxmoney (Germany)
Invest Georgia
Exemption, Michigan
Invests Locally
Exemption (MILE),
Maine, Kansas, Texas
(pending)
Securities
Reg Status
Not sales
of
securities
Sales of securities to
accredited investors
through deal-specific
special purpose
vehicles; Intrastate
rules have been
enacted in GA, MI, ME
and KS and are
proposed in TX
Sales of
securities to
the general
public
Public offerings to
residents of a single
state; exempt from SEC
rules under Securities
Act 3(a)(11)
exemption/Rule 147
Regulation
Statelevel
antifraud
only; not
SECregulated
Extensive SEC
regulation;
currently
illegal until
SEC rules are
finalized
SEC-registered
securities, not really
crowdfunding; banking
regulations, not legal in
several states due to
blue sky restrictions;
Private placements have
blue sky preemption
State regulated
Bad Actor
Disqualificat
Not
applicable
Privilege
Confidential
Applies for all issuers
Not&applicable
Not applicable
and for the
under JOBS
Varies by state
Unregistered Offerings
Title II
Title IV
REGULATION A+
Feature
Disclosure
Liability
Shares
restricted
State Filing
Public
Crowdfunding
Regulation A+
(Tier 1)
No
No
No public companies
Regulation A+
(Tier 2)
Private Placements
(Regulation D Rule
506 (b/c))
qualified purchasers,
defined to include all
offerees in a Regulation A
offering and all purchasers in
a Tier 2 offering
"Testing the waters"
Allowed if sales are made
permitted before filing;
only to accredited
general solicitation
investors and issuer takes
permitted after qualification reasonable steps to verify
accredited status
No public companies
Yes
Feature
Regulation A+
(Tier 1)
Regulation A+
(Tier 2)
2,000 Stockholder
Forced Public
Rule (Section
12(g))
Offering Circular
Exit, Annual,
Semiannual and
Current Event
Reports
Financial
Statements
10
11
Rule 506(c)
Refresher:
Market and Solicit freely to anyone but
can only perform sell transaction with an
accredited investor
No disclosure mandates
Compliance Mandates
Current Market Trends since 2013 go-live
Special Purpose Vehicles The Chaperone
Number of Deals
Privilege & Confidential
12
506(c) Compliance
13
14
The Crowd
15
Q&A
16