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IMPROVING LEGAL DOCUMENTS IN CROWDFUNDING: MODEL WHITE LABEL CONTRACT
I see a lot of contracts between would-be Crowdfunding portals and “white label” portal software providers. It would help the industry, in my opinion, if everyone used or at least started with the same...
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HOW TO DO IT WRONG IN CROWDFUNDING
An SEC enforcement order came across my desk that illustrates how to operate a Crowdfunding portal if you want to meet people who work for the government. The order, with names removed, is available...
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Crowdfunding and the Trust Indenture Act of 1939
The Securities Act of 1933. The Exchange Act of 1934. The Investment Company Act of 1940. Those are the pillars of the U.S. securities laws, as relevant today as they were 80 years ago. And here’s one...
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Crowdfunding and Fiduciary Obligations
The term “fiduciary obligations” sends a chill down the spine of corporate lawyers – although some may object to using the word “spine” and “corporate lawyer” in the same sentence. A person with a...
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Wells Fargo Withdraws from Crowdfunding Space
Wells Fargo has been an active player in the Crowdfunding space, serving as the indenture Trustee for both Lending Club and Prosper and owning a chunk of Lending Club through its venture capital arm,...
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Do the Officers of a Crowdfunding Issuer Have to Register as Broker-Dealers?
Today, the most challenging legal question in Title II Crowdfunding is who is required to be a broker-dealer and under what circumstances. The question is most acute for the officers of an issuer,...
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How to Present Investor Disclosures in Crowdfunding Offerings (And How Not To)
Title II Crowdfunding is often referred to, more or less accurately, as “online private placements.” It’s time the industry turned the online, digital, aspect of the offerings more to its advantage....
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Scalability in Crowdfunding
The Crowdfunding market continues to grow rapidly, increasing in deal size, deal volume, and sophistication. The rapid growth will likely continue for the foreseeable future, as more investors and...
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Regulation A+ Is Here
Well, that didn’t take long. It’s been a mere 457 days since the SEC proposed regulations under Title IV of the JOBS Act, aka Regulation A+, and a mere 1,070 days since the JOBS Act was signed into...
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A Regulation A+ Primer
No disrespect to Kim Kardashian, but I think the SEC’s proposals for Regulation A+ have come closer to breaking the Internet than the photos I heard about last year – although that could be a function...
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Intrastate Crowdfunding After Title III
On one hand, the SEC just proposed several changes to Rule 147 that will make intrastate Crowdfunding easier: We used to worry, at least a little, about the language in Rule 147 saying that you...
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Crowdfunding Interview
Last Thursday I joined Jack Miller, the host of “Down to Business” on 880 AM The Biz in Miami, for a discussion about Crowdfunding and what it means for entrepreneurs and investors. Jack is a terrific...
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How To Operate A Title II Portal And A Title III Portal On The Same Platform
Most Title II and Title IV portals will also want to operate Title III portals, and vice versa. Can they do it? The Title III regulations issued by the SEC appear to contemplate that a Title III portal...
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The Liability Of Issuers In Crowdfunding (Parental Discretion Advised)
You’re thinking about raising money using Crowdfunding, but are concerned about legal liability. Here is a non-exclusive list of ways you can be liable as an issuer. When I say “Exchange Act” I mean...
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Workshop on Regulation A+
On March 4th I had the pleasure of co-presenting a workshop on Regulation A (Title IV Crowdfunding) in Mountain View, California, at an event organized by Crowdfund Beat. My co-presenter, Jillian...
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No Demo Days For Title III Issuers
Crowdfunding is a marketing business. But when it comes to marketing an offering of securities by a Title III issuer, things get complicated. That’s why this is three times longer than any blog post...
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SEC Provides Guidance On Advertising By Title III Issuers
The SEC just provided guidance for Title III issuers in the form of Compliance and Disclosure Interpretations. You can read the CD&I’s themselves here. Before Filing Before filing Form C (the...
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Diagram For Borrower-Dependent Notes
Borrower-dependent notes secured by real estate are the backbone of today’s Crowdfunding industry. Here’s a diagram showing one possible structure. There are others, but I like this best in most...
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Regulation A Webinar Follow-Up Q&A
A couple weeks ago, Howard Marks of StartEngine and I presented a webinar about Regulation A. Listeners asked far more questions than we were able to answer in the time given, and I promised to post...
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SEC Makes Intrastate Crowdfunding A Little Easier
Source: NASAA Intrastate Crowdfunding Update – October 17, 2016 The SEC just adopted rules that should make intrastate Crowdfunding easier, at least if State legislatures do their part. To understand...
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