Download or read book Crowdfunding and the Federal Securities Laws written by C. Steven Bradford and published by . This book was released on 2014 with total page 150 pages. Available in PDF, EPUB and Kindle. Book excerpt: Crowdfunding - the use of the Internet to raise money through small contributions from a large number of investors - could cause a revolution in small-business financing. Through crowdfunding, smaller entrepreneurs, who traditionally have had great difficulty obtaining capital, have access to anyone in the world with a computer, Internet access, and spare cash to invest. Crowdfunding sites such as Kiva, Kickstarter, and IndieGoGo have proliferated and the amount of money raised through crowdfunding has grown to billions of dollars in just a few years.Crowdfunding poses two issues under federal securities law. First, some, but not all, crowdfunding involves selling securities, triggering the registration requirements of the Securities Act of 1933. Registration is prohibitively expensive for the small offerings that crowdfunding facilitates and none of the current exemptions from registration fit the crowdfunding model. Second, the web sites that facilitate crowdfunding may be treated as brokers or investment advisers under the ambiguous standards applied by the SEC.I consider the costs and benefits of crowdfunding and propose an exemption that would free crowdfunding from the registration requirements, but not the antifraud provisions, of federal securities law. Securities offerings for an amount less than $250,000-500,000 would be exempted if (1) each investor invests no more than the greater of $500 or two percent of the investor's annual income and (2) the offering is made on an Internet crowdfunding site that meets the exemption's requirements. To qualify for the exemption, crowdfunding sites would have to (1) be open to the general public; (2) provide public communication portals for investors and potential investors; (3) require investors to fulfill a simple education requirement before investing; (4) prohibit certain conflicts of interest; (5) not offer investment advice or recommendations; and (6) notify the SEC that they are hosting crowdfunding offerings. Sites that meet these requirements would not be treated as brokers or investment advisers.
Download or read book The New Federal Crowdfunding Exemption written by C. Steven Bradford and published by . This book was released on 2014 with total page 55 pages. Available in PDF, EPUB and Kindle. Book excerpt: On April 5, 2012, President Barack Obama signed into law a new federal securities law exemption for crowdfunded securities offerings. Crowdfunding -- the use of the Internet to raise small amounts of money from a large number of contributors -- has become incredibly popular outside the securities context. But the use of crowdfunding to sell securities has been stymied by federal securities regulation. Securities Act registration is simply too expensive for small, crowdfunded offerings, and, until now, none of the registration exemptions fit crowdfunding well. Moreover, the web sites that facilitate crowdfunding could be considered brokers if they hosted securities offerings, imposing additional regulatory costs.The new crowdfunding exemption attempts to resolve both of those regulatory problems -- by exempting crowdfunded offerings from the registration requirement of the Securities Act and by providing that crowdfunding sites that meet certain requirements will not be treated as brokers. However, the new exemption imposes substantial regulatory costs of its own and, therefore, will not be the panacea crowdfunding supporters hoped for. The regulatory cost of selling securities through crowdfunding may still be too high.This article analyzes the requirements of the new crowdfunding exemption and discusses its flaws.
Download or read book Federal Securities Laws and Small Business Legislation written by United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs. Subcommittee on Securities and published by . This book was released on 1980 with total page 828 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Crowdfunding and the Public Private Divide in U S Securities Regulation written by Joan MacLeod Heminway and published by . This book was released on 2015 with total page 29 pages. Available in PDF, EPUB and Kindle. Book excerpt: Conceptions of publicness and privateness have been central to U.S. federal securities regulation since its inception. The regulatory boundary between public offerings and private placement transactions is a basic building block among the varied legal aspects of corporate finance. Along the same lines, the distinction between public companies and private companies is fundamental to U.S. federal securities regulation.The CROWDFUND Act, Title III of the JOBS Act, adds a new exemption from registration to the the Securities Act of 1933. In the process, the CROWDFUND Act also creates a new type of financial intermediary regulated under the Securities Exchange Act of 1934 and amends the 1934 Act in other ways. Important among these additional changes is a provision exempting holders of securities sold in crowdfunded offerings from the calculation of shareholders that requires securities issuers to become reporting companies under the 1934 Act.This article attempts to shed more light on the way in which the CROWDFUND Act, as yet unimplemented (due to a delay in necessary SEC rulemaking), interacts with public offering status under the 1933 Act and public company status under the 1934 Act. Using the analytical framework offered by Don Langevoort and Bob Thompson, along with insights provided in Hillary Sale's work, the article briefly explores how the CROWDFUND Act impacts and is impacted by the public/private divide in U.S. securities regulation. The article also offers related broad-based observations about U.S. securities regulation at the public/private divide.
Download or read book Examples Explanations for Securities Regulation written by Alan R. Palmiter and published by Aspen Publishing. This book was released on 2021-08-10 with total page 772 pages. Available in PDF, EPUB and Kindle. Book excerpt: Informal and student-friendly, this best-selling study guide—also used by Wall Street lawyers and SEC staffers as a reference book—gives an overview of federal securities regulation and illustrates the topic with practical applications. Examples & Explanations: Securities Regulation, Eighth Edition combines clear introductions with examples and explanations that allow students to test their understanding of concepts and practice applying the law to fact patterns—many drawn from actual events in the securities markets. New to the Eighth Edition: Updates on U.S. capital formation in public and private securities markets, with a focus on trends in IPOs, going-private transactions, and private placements New materials on the treatment of “autonomous business” forms and crypto-currencies (including gaming tokens) under the federal securities law Trends in the use of Reg D, Reg A+, and Reg CF over the past several years, given recent amendments to these registration exemptions under the Securities Act of 1933 The timeliness of Section 11 suits under the Securities Act of 1933, as interpreted by the Supreme Court in CALPERS v. ANZ Securities, Inc. (2017) The preemption of state court class actions under the Securities Act of 1933 and the right of defendants to remove such actions to federal court, as interpreted by the Supreme Court in Cyan, Inc. v. Beaver County Employees Retirement Fund (2018) The securities-fraud liability of a securities rep, who disseminated false information provided to him by a superior, as interpreted by the Supreme Court in Lorenzo v. SEC (2019) Lower court application of the “personal benefit” analysis in Salman v. United States (2016) to quid pro quo tips of inside information to family and friends Updates on judicial and SEC enforcement of the federal securities laws—in particular, the use of disgorgement and civil penalties in the sale of nonexempt, unregistered securities The timeliness of disgorgement sanctions in SEC enforcement actions, as interpreted by the Supreme Court in Kokesh v. SEC (2017) The proper appointment of SEC administrative law judges and their authority to impose sanctions in SEC administrative enforcement actions, as interpreted by the Supreme Court in Lucia v. SEC (2018) The availability of Dodd-Frank whistleblower protection to a company executive who reported a possible securities violation within his company but not to the SEC, as interpreted by the Supreme Court in Digital Realty Trust, Inc. v. Somers (2018) The requirement of individualized showings of “domestic transactions” in a securities fraud class action brought against a foreign company whose securities traded on U.S. and foreign markets Professors and students will benefit from: A study guide that introduces students to the subject’s clubbish vocabulary, identifies its important principles, and reveals its layered structure. Chapters in which, after sketching the key concepts of U.S. securities regulation, give students a chance to compare their responses to concrete examples with the book’s detailed explanations. The text includes new and updated charts on: Shareholdings in the US securities markets Capital formation through public and private offerings Actual use of the various registration exemptions The updated examples and explanations include new questions on: “Autonomous business” forms and crypto-currencies Section 11 class actions brought in state court Fraudulent statements “made” by securities professionals Insider trading tips to friends and family Availability of disgorgement sanctions in SEC enforcement actions
Download or read book Crowdfunding Securities written by Andrew A. Schwartz and published by . This book was released on 2014 with total page 35 pages. Available in PDF, EPUB and Kindle. Book excerpt: A new federal statute authorizes the online "crowdfunding" of securities, a new idea based on the concept of "reward" crowdfunding practiced on Kickstarter and other websites. This method of selling securities had previously been banned by federal securities law but the new CROWDFUND Act overturns that prohibition.This Article introduces the CROWDFUND Act and explains that it can be expected to have two primary effects on securities law and capital markets. First, it will liberate startup companies to use peer networks and the Internet to obtain modest amounts of capital at low cost. Second, it will help democratize the market for financing speculative startup companies and allow investors of modest means to make investments that had previously been offered solely to wealthy, so-called “accredited” investors.This Article also offers two predictions as to how securities crowdfunding will play out in practice. First, it predicts that companies that sell equity via crowdfunding may find themselves the subject of hostile takeovers (though the founders of such companies can easily avoid that outcome if they act with a little foresight). Second, it predicts that issuers may prefer to crowdfund debt securities, such as bonds, rather than equity. The Article concludes with a few thoughts on the SEC's implementation of the Act in light of the potential for fraud.
Download or read book The JOBS Act written by William Michael Cunningham and published by Apress. This book was released on 2012-12-20 with total page 195 pages. Available in PDF, EPUB and Kindle. Book excerpt: On April 5, 2012, President Barack Obama signed the Jumpstart Our Business Startups Act, better known as the JOBS Act. The act is designed to “reopen American capital markets to small companies,” defined in the act as Emerging Growth Companies. This is one of the most significant legislative initiatives in finance since the Securities and Exchange Acts of 1933 and 1934, and it opens up funding to a slew of companies previously shut out of the capital markets. Here’s the good news: Small businesses and startups will be able to raise up to $1 million in equity (or debt) funding online via what are called Crowdfunding Platforms—online communities and websites. Imagine an eBay-like site that allows you to post your idea for a commercial venture online and then allows investors to purchase equity shares or stakes in it. As one journalist put it, it’s “social media meets venture capital.” How can you get in on the new funding opportunities? That’s what The JOBS Act: Crowdfunding for Small Businesses and Startups is all about. Investment expert William Michael Cunningham shows how the new law will enable you to use the internet to raise significant amounts of capital funding for your startup. After discussing briefly the development and implementation of the law, what it means, and how it will impact the business startup marketplace, he delivers the nuts and bolts of how to take advantage of the JOBS Act to access new sources of capital for your small business or startup. As you’ll see, the act has the power to unleash a new wave of innovation, increase employment, and set many more average entrepreneurs and investors on the road to wealth. Not just for entrepreneurs, The JOBS Act: Crowdfunding for Small Businesses and Startups will benefit investors, securities lawyers, community development specialists, educators, venture capitalists, and those offering services in the new crowdfunding arena. It is, simply, the most current and most comprehensive compendium of information on the law and its impact on this new market.
Download or read book Crowdfunding Microstartups written by Nikki D. Pope and published by . This book was released on 2014 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: As social networking websites and crowd-based problem-solving initiatives gain popularity, entrepreneurs have begun to consider them as possible tools in a fundraising method, known as “crowdfunding.” Current federal and state securities regulations, however, limit the ways in which such fundraising methods can be employed by entrepreneurs and early-stage companies. This article focuses on federal securities rules and regulations and recommends changes the Securities and Exchange Commission (the “Commission”) can implement in federal securities rules and regulations to foster such funding initiatives and facilitate capital formation, while achieving its mission to protect investors from fraudulent investment practices.
Download or read book Angel Investing written by Joe Wallin and published by Holloway, Inc.. This book was released on 2020-07-01 with total page 244 pages. Available in PDF, EPUB and Kindle. Book excerpt: Angel Investing: Start to Finish is the most comprehensive practical and legal guide written to help investors and entrepreneurs avoid making expensive mistakes. Angel investing can be fun, financially rewarding, and socially impactful. But it can also be a costly endeavor in terms of money, time, and missed opportunities. Through the successes, failures, and collective experience of the authors you’ll learn how to navigate the angel investment process to maximize your chances of success and manage downside risks as an investor or entrepreneur. You’ll learn how: - Lead investors evaluate deals - Lawyers think through term sheets - To keep perspective through losses and triumphs This book will also be of use to founders raising an angel round, who will be wise to learn how decisions are made on the other side of the table. No matter where you’re starting from, this book will give you the context to become a savvier thinker, a better negotiator, and a positive member of the angel investing and startup communities.
Download or read book Crowdfunding Opportunities and Challenges written by Jim Verdonik and published by Lulu.com. This book was released on 2016-01-06 with total page 581 pages. Available in PDF, EPUB and Kindle. Book excerpt: Crowdfunding Opportunities and Challenges answers three basic questions about the many securities law changes created by the JOBS Act of 2012 that people loosely call Crowdfunding: Is Crowdfunding the best thing to happen to young and growing businesses since the Internet was invented? Or is Crowdfunding more like a poorly built fire cracker that will blow up in the faces of both investors and businesses? If Crowdfunding is both an opportunity and a challenge, how do you end up a winner instead of a loser? Crowdfunding Opportunities and Challenges gives you the information you need to answer these questions whether you are an entrepreneur planning a capital raising offering or an attorney advising clients about their offerings.
Download or read book Regulation Crowdfunding Reporter written by Douglas Slain and published by CreateSpace. This book was released on 2014-06-04 with total page 36 pages. Available in PDF, EPUB and Kindle. Book excerpt: The JOBS Act requires the Commission to adopt a number of rules implementing crowdfunding, including the following: 1. Rules to carry out Section 4(6) and Section 4A of the Securities Act, pursuant to Section 302(c) of the JOBS Act; 2. Rules to provide for disqualifications of issuers, brokers or funding portals pursuant to Section 302(d) of the JOBS Act; 3. Rules to exempt, conditionally or unconditionally, the requirement for a registered funding portal to register as a broker or dealer under Section 15(a)(1) of the Exchange Act, pursuant to Section 304(a) of the JOBS Act; andU.S. Securities and Exchange Commission; 4. Rules to exempt, conditionally or unconditionally, securities acquired in crowdfunding transactions from the scope of Section 12(g) of the Exchange Act, pursuant to Section 303 (b) of the JOBS Act. In addition, Title III authorizes the Commission to adopt such additional rules as may be appropriate to implement the crowdfunding provisions under Title III. This is the first issue of a monthly chronicle summarizing and commenting on Regulation Crowdfunding; we are initially relying heavily on comments submitted to date by the .Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association.
Download or read book Federal Securities Laws written by John C. Coffee and published by Foundation Press. This book was released on 2017-02-17 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This volume serves as a federal securities laws supplement, providing selected statutes, rules, and forms. It is the most complete supplement available and is regularly updated and revised. Contents include the Securities Act of 1933, Security Exchange Act of 1934, Investment Company Act of 1940, Investment Advisers Act of 1940, SEC Rules of Practice, and related federal laws. The authors also added coverage of Regulation A+ and Regulation Crowdfunding Rules. The revised edition contains changes to securities laws from the FAST Act, including a new resale exemption in section 4(a)(7) and changes to the rules regarding emerging growth companies. This edition has a cutoff date of October 15th, 2016.
Download or read book Federal Securities Laws written by and published by . This book was released on 1983 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Comments on the Sec s Proposed Rules for Regulation Crowdfunding written by Douglas Slain and published by CreateSpace. This book was released on 2014-06-04 with total page 38 pages. Available in PDF, EPUB and Kindle. Book excerpt: Title III of the JOBS Act added Section 4(6) to the Securities Act to provide an exemption from the registration provisions of the Securities Act for crowdfunding transactions involving the offering of securities, and added Section 4A to the Securities Act to set forth the requirements for issuers and intermediaries, liability provisions, and certain other matters relating to crowdfunding. In addition, Title III amended various provisions of the Exchange Act in connection with the crowdfunding provisions. The JOBS Act requires the Commission to adopt a number of rules implementing crowdfunding, including the following: 1. Rules to carry out Section 4(6) and Section 4A of the Securities Act, pursuant to Section 302(c) of the JOBS Act; 2. Rules to provide for disqualifications of issuers, brokers or funding portals pursuant to Section 302(d) of the JOBS Act; 3. Rules to exempt, conditionally or unconditionally, the requirement for a registered funding portal to register as a broker or dealer under Section 15(a)(1) of the Exchange Act, pursuant to Section 304(a) of the JOBS Act; andU.S. Securities and Exchange Commission; 4. Rules to exempt, conditionally or unconditionally, securities acquired in crowdfunding transactions from the scope of Section 12(g) of the Exchange Act, pursuant to Section 303 (b) of the JOBS Act. In addition, Title III authorizes the Commission to adopt such additional rules as may be appropriate to implement the crowdfunding provisions under Title III. This handbook attempts to summarize public comments on the SEC's proposed rules on Regulation Crowdfunding with the greatest reliance on comments submitted by the .Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association.
Download or read book Enhancing Investor Protection and the Regulation of Securities Markets written by United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs and published by . This book was released on 2009 with total page 350 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book SEC News Digest written by United States. Securities and Exchange Commission and published by . This book was released on 1971-07 with total page 504 pages. Available in PDF, EPUB and Kindle. Book excerpt: Lists documents available from Public Reference Section, Securities and Exchange Commission.
Download or read book Overview of the Federal Securities Laws written by and published by . This book was released on 1996 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
