Crowdcheck Blog
Insights and information for online capital formation
In its recent rulemaking, the SEC added new Rule 3a-9 under the Investment Company Act to allow for the use of “crowdfunding vehicles” for Reg CF investments. It is important to recognize that crowdfunding vehicles are quite limited, and not at all similar to the special purpose vehicles (“SPVs”) used to aggregate accredited investors in angel or venture capital funding rounds.
In that type of SPV, there is often a lead investor or manager who may act on behalf of the investors in the SPV. Those persons could be exempt reporting advisers under the Investment Advisers Act, or even fully registered investment advisers. In this way, SPVs create real separation…
This entry is filed under Crowdfunding Conditions, Regulation, SEC, Section 4(a)(6), Securities Law
While the costs of preparing an offering under Reg CF are significantly lower than other types of securities offerings, they can still be expensive in terms of professional and marketing fees prior to having any sense of whether the offering will be successful. The SEC heard the complaints from issuers on this point and have adopted a testing the waters provision that is substantially similar to that used in Reg A.
Under new Rule 206, issuers contemplating an offering under Reg CF may make written or oral offers to test the waters (“TTW”) prior to filing a Form C. Once the Form C is filed, the offering is live and no more TTW can be done. There is no…
This entry is filed under Crowdfunding Conditions, Regulation, SEC, Section 4(a)(6), Securities Law
Big news out of the SEC yesterday with the adoption of its amended rules covering various types of offerings exempt from registration under the Securities Act.[1] These rule changes impact the way in which issuers will be able to use Reg CF, Reg A, Reg D, and their ability to communicate about funding requirements without having to rely on an exemption at all until they are ready to raise funds. There is a lot to unpack in these rules, and we will put down our thoughts in a series of blog posts.
This first blog post covers a change that is a bit of a no change. Since the start of the COVID-19 pandemic, the SEC has recognized the increased funding needs of…
This entry is filed under Crowdfunding, Crowdfunding Conditions, Federal Law, Regulation, SEC, Securities Law
And by that I mean the geographic location of your place of business, if you have one. The pandemic has accelerated the existing trend of people working remotely and running their businesses from pretty much anywhere.
Crash any Zoom call these days. Josh appears to be calling in from a desert island but it’s a greenscreen behind him hiding the litterbox in his basement. Shireen is sitting on the deck of a house in what appears to be the Mountain West, although we thought she lived in SoHo. Emily is desperately trying to hide the fact that she is yawning because it’s late in Italy and she hasn’t told anyone that she moved there in March. And Amit . . . get that…
This entry is filed under Crowdfunding, Crowdfunding Conditions, Federal Law, Regulation A, Securities Law
Lawyers and finance peeps who practiced around the turn of the millennium will recall many of the issues that were raised by the misbehavior of investment banks’ research departments. I-bank analysts would take company executives golfing and, somewhere round the fourth hole, would ask “So, Executive, how is the distribution channel for the next quarter looking? If I said four thousand units a month, would I be off-base?” If the executive gave any answer other than “No comment and is that your ball in the sand?” then the company could be held to have “entangled” itself in the research report that resulted, and be responsible for any misleading statements in it.[…
This entry is filed under Capital Raising, Crowdfunding, Disclosure, Disclosure, Liability, Regulation A, Section 4(a)(6), Securities Law
This isn’t specifically commentary on crowdfunding, but some thoughts on some of the issues that the broader economy is facing. I was pleased to see this article in the NYT highlighting the challenges parents are facing. Parents and people who work with parents (and that’s pretty much everyone in the working world) do not care so much about whether the bars are open, or whether they can get their nails done as what to do with the %&**&!! kids.
In general, the move to online working from home has been comparatively easy on CrowdCheck. We have always been a distributed workforce (I have employees I’ve never actually met in person) and we’ve been able to…
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While Regulation A and Regulation CF have been effective tools for early stage companies to raise funds from investors across the country, secondary trading in those securities can often be a challenge, in part due to state-by-state securities regulations – often referred to as “Blue Sky” laws – that restrict which stocks brokers can discuss with their retail clients. This applies even to securities traded on new “alternative trading systems” or ATSs. To help companies meet these Blue Sky requirements and reach a potentially larger group of investors, CrowdCheck has launched TradeCheck, which includes a partnership with the Mergent Manual to allow private…
This entry is filed under Capital Raising, Crowdfunding, Regulation A, Section 4(a)(6), Securities Law, State Law
This is the third in a series of blog posts on the topic of the SEC’s proposed changes to the exempt offering matrix.
Below are earlier posts:
SEC exempt offerings: process
SEC exempt offerings proposal: no relief from offering circular delivery requirements
Well, CrowdCheck finally got our comment letter on the proposals filed. It took the SEC a while to post it; was it the Monty Python reference or the “Mean Girls” quote that threw them off, I wonder?
There are a lot of things to like in the proposals and some things that we found problematic or too complicated. If our comment letter is too long (it’s only 31 pages), here are the highlights:
While our…
This entry is filed under Capital Raising, Crowdfunding, Crowdfunding Conditions, Disclosure, Disclosure, Federal Law, Regulation, Regulation A, Rule 506(c), Section 4(a)(6), Securities Law
This is the second in a series of blog posts on the topic of the SEC’s proposed changes to the exempt offering matrix. Below is a link to the first post:
SEC exempt offerings: process
Oh, SEC, how you tease. Back in June 2019, the Concept Release on exempt offerings discussed the Regulation A offering circular (OC) delivery requirements that we flagged as problematic some time ago. (The rules require that, after qualification, written offers -- this includes radio and TV -- must be “accompanied or preceded by” the OC. This is not something you can do on TV or radio, or, for that matter, in tombstone ads in the WSJ.) The discussion in the text of the Concept…
This entry is filed under Capital Raising, Crowdfunding Conditions, Disclosure, Offering materials, Regulation, Regulation A, SEC, Securities Law
On March 26, 2020, the SEC adopted temporary amendments to the rules governing the filing of periodic and current reports under Regulation A (Rule 257) and Regulation Crowdfunding (Rule 202) to provide relief to issuers that are challenged in meeting their obligations to file those reports on a timely basis because of the outbreak of coronavirus disease 2019 (COVID-19). If an issuer is not able to meet a filing deadline that falls during the period from and including March 26, 2020 to May 31, 2020 (the “Relief Period”), the issuer will have 45 days from the date that the report was due to file the report, subject to certain conditions (the "Extension Period…
This entry is filed under Crowdfunding, Regulation, Regulation A, SEC