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III. Requirements on Issuers (A) name, legal status, address, website, etc. (B) names of directors, officers, and 20% stockholders (C) “a description of the business of the issuer and the anticipated business plan of the issuer” – the devil is really in the details of this one, and it remains to be seen whether the SEC will require this “description” to be 4 pages or 40 in order to be sufficient (D) prior year tax returns, plus financials – see below for details (E) description of intended use of proceeds (F) target offering amount, deadline, and regular progress updates through the life of the offering (G) share price and methodology for determining the price (H) a description of the ownership and capital structure of the issuer, including a lot of detail about the terms of the securities being sold, the terms of any other outstanding securities of the company, a summary of the differences between them, a host of disclosures about how the rights of shareholders can be limited, diluted or negatively impacted, “examples of methods for how such securities may be valued by the issuer in the future, including during subsequent corporate actions”, and a disclosure of various risks to investors

II. Requirements on Intermediaries

The JOBS Act requires crowdfunding intermediaries to register with the SEC, either as a broker (which is an expensive and onerous process), or as a new thing called a “funding portal”. Funding portals will also be required to register with FINRA, the financial industry self-regulatory organization.

A) providing certain disclosures and investor education materials to investors (B) ensuring that the investor has reviewed educational materials and answers questions indicating that he/she understands the risks involved (C) performing certain background checks on the issuer (D) provide a 21 day review period before any crowdfund securities are sold (E) ensure that an issuer does not receive investment funds until its target investment minimum has been reached, and that investors may cancel their commitments to invest as provided by the SEC (no word yet on how these cancellation provisions are going to look) (F) ensure that no investor surpasses the investment limits set forth above in a given 12 month period in the aggregate – i.e. the limits described above with respect to investors apply to all crowdfunding investments in a given 12 month period, not just to individual investments, and the burden is on the intermediary to monitor this (G) take steps to protect the privacy of investors (H) not pay finders fees to promoters or lead generators with respect to investors (it appears to be okay to pay finders fees for issuer leads) (I) not allow the intermediary’s directors, officers or partners to have a financial interest in an issuer using its services

There are /plenty/ of disclosure requirements and more coming down the pike when the Commission is through drafting what else is required.

It is not like there is going to be a Kickstarter where people just start throwing money at random ideas with no way to check who and what they are investing in.




(A) Name, legal status, address, website

(B) Names of directors, officers, and 20% stock holders

(C) Description of the business of the issuer and business plan of the issuer

(D) Prior year tax returns & financials

(E) Use of proceeds

(F) Target offering amount, deadline, and progress updates

(G) Share price and methodology for determining price

(H) Cap structure

A, B, E, F, and G are trivially generated (note that the sharks will have fronts to avoid having to put up the same names constantly). F and G are trivial to the point of boilerplating.

C and D may look like serious requirements, but if we're talking about early stage company investments here, how stringent do you think these requirements could be? What do you think the tax returns for a 1-year-old pre-VC tech company look like?

Even the full SEC disclosure policy for IPOs was insufficient to keep clowns out of the public market in '99.




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