Glossary of Terms
“A” Round Financing: The first major round of business financing by private equity investors or venture capitalists. In private equity investing, an “A” round, or Series A financing, is usually in the form of convertible preferred stock. An “A” round by external investors generally takes place after the founders have used their seed money to provide a “proof of concept” demonstrating that their business concept is a viable – and eventually profitable – one.
A: A Nasdaq stock symbol specifying that the stocks are Class “A” shares of the company.
A Priori Probability: Probability calculated by logically examining existing information. A priori probability can most easily be described as making a conclusion based upon deductive reasoning rather than research
or calculation. The largest drawback to this method of defining probabilities is that it can only be applied to a finite set of events.
Accredited (Investor): Per federal law, a natural person with either $1,000,000 or more in net worth (excluding primary residence) or $200,000 annual income (or $300,000 with spouse) for past two years and reasonable expectation of same for current year. Other definitions also exist for entities other than natural persons.
Angel (Investor): Once, an unrelated individual investing monies in a business venture, often later than founders, friends and family (the “3F’s”), but before larger corporate investors such as venture capitalists (“VC’s”). The term “angel” arose in the entertainment industry, where investors would bankroll a production for a share of the profits. Now, with wealthier individuals able to invest significant funds throughout the development of a company (so-called “super-angels”), and venture capitalists sometimes investing alongside and on the same terms as angels, a more modern definition is that “angels” write checks with their own money, while “VC’s” write checks with other people’s money (venture capitalists typically raise funds from investors called “limited partners” who do not actively participate in the fund’s investment decisions and operations, whereas the VC’s act as the “general partners” making the investment decisions and overseeing the invested companies.)
Angel Capital Association (ACA): America’s national Angel industry trade organization, currently with about 180 regional member groups of angel investors and 20 affiliate organizations. See http://www.angelcapitalassociation.org for more information.
Broker-Dealer: In reference to “Crowdfunding”, one of the two types of “Intermediary” (“Portals” being the other) authorized by the “JOBS Act” to handle the sale of crowdfunded securities (i.e. equity or debt instruments) by an “issuing company”. More generally, a governmentally regulated component of the U.S. financial system, either a natural person or an organization trading securities on its own account or on behalf of customers. Broker-dealers are regulated by the federal Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA)(a “Self-Regulatory Organization”, or “SRO”), and sometimes the various states.
Crowdfunding: “Crowdfunding” is the process of raising financial support for a venture via smaller amounts from many investors (“the crowd”), rather than the alternative pattern of larger amounts from a smaller number of supporters. Charities and philanthropies have traditionally employed both fundraising strategies (soliciting both the general populace, or crowd, as well as fewer wealthier donors), while businesses have usually taken the route involving fewer and larger supporters. Today’s internet has vastly increased the ability of fundraisers to communicate information, solicit and receive financial support from anyone on-line.
Crowdfunding without the expectation of financial return, or with the promise of a specific good or service, are termed “donation-based” or “reward-based” crowdfunding, are in the nature of charitable solicitation or business marketing, and have never been illegal in the U.S. In contrast, soliciting funds in return for a ownership interest or expectation of repayment, are termed “equity-based” or “debt-based” crowdfunding (together grouped as “securities-based” crowdfunding), and have been until now governed (and effectively prevented) by federal and state securities law. One of the most significant parts (Title III) of the federal “Jumpstart Our Business Startups”, or JOBS Act of 2012 specifically enabled and legalized “security-based crowdfunding”, subject to a variety of regulations and restrictions.
Crowdfunding Intermediary Regulatory Advocates (CfIRA): An open organization of diverse participants and parties interested in the crowdfunding industry (“portals”, “broker-dealers”, professional and business service providers, investors, etc.) dedicated to interacting with each other and advocating with the regulators charged with shaping and governing the nascent industry of securities-based crowdfunding authorized by the JOBS Act. CfIRA has participated in numerous hearings, written official letters as well as popular articles, etc., both in public as well as government forums (Congress, SEC, FINRA, etc.) See http://www.cfira.org for more information.
Crowdfunding Professional Association (CfPA): The American industry trade organization dedicated to facilitating a vibrant, credible and growing crowdfunding community, from investors through service providers to entrepreneurs. See http://crowdfundingprofessional.org for more information.
European Business Angels Network (EBAN): The European equivalent of America’s Angel Capital Association. See http://www.eban.org for more information.
Intermediary: Either a “Broker-Dealer” or a “Portal”, both allowed by the JOBS Act to consummate a securities-based crowdfunding transaction.
Issuer: A company raising funds through a “Portal” or “Broker-Dealer” via securities-based crowdfunding, and issuing a security (equity or debt) to each investor in return for his or her funds.
JOBS Act: The “Jumpstart Our Business Startups” (“JOBS”) Act, passed by overwhelming bipartisan congressional majorities in both chambers and signed into law by President Obama in April, 2012. The JOBS Act contains seven sections, or “titles” aimed at facilitating different aspects of the development and success of the all-important business startups and growth companies that create the vast majority of new employment in our country. Title III legalizes and regulates securities-based crowdfunding. Actual implementation of the securities-based crowdfunding authorized in the JOBS Act awaits rule-making by the Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA), called for within 270 days of passage of the JOBS Act but realistically hoped for sometime in 2013.
Management Fee: A charge levied by an investment manager for managing an investment fund. The management fee is intended to compensate the managers for their time and expertise. It can also include other items such as investor relations expenses and the administration costs of the fund.
National Angel Capital Organization (NACO): Canada’s analogue of the American Angel Capital Association (ACA), and a close affiliate and partner of the ACA. See http://www.nacocanada.com for more information.
Portal: The second type of “Intermediary” authorized by the JOBS Act to facilitate securities-based crowdfunding, providing legally-mandated information to potential investors, and then managing transfer of the offered funds to the issuing companies in return for an equity ownership stake in or debt instrument from the issuing company.
Private Equity: A company ownership position that is not listed and cannot be traded on a public securities exchange. Issuance, ownership and exchange of private securities are regulated differently from those of public securities under federal and state law.
Society for Corporate Compliance and Ethics (SCCE): A non-profit professional organization dedicated to fostering law-compliant and ethical corporate behavior. See http://www.corporatecompliance.org for more information.
World Business Angel Association (WBAA): WBAA is a non-government organization whose direct members are national federations, which in turn represent business angel groups and networks in their respective countries. Neither business angel groups themselves, nor individual business angel investors, are members of WBAA, although they may be involved with the organization in other ways and participate actively in its programs. Countries whose national business angel federations are represented in the organization include Australia, Chile, China, France, Germany, India, Italy, New Zealand, Panama, Portugal, Scotland, Spain, United Arab Emirates, United Kingdom, and the United States, as well as the European Union.
Scott McIntyre is currently in his 8th term as Chairman of the CfPA’s Board of Directors and has served in leadership since formation in 2012, including four terms as President & Chair.
Sara Hanks, Founder and CEO of CrowdCheck, is an attorney with over 30 years of experience in the corporate and securities field. CrowdCheck provides due diligence, disclosure and compliance services for online capital formation. Its services help entrepreneurs and project sponsors through the disclosure and due diligence process, give investors the information they need to make an informed investment decision and avoid fraud and help intermediaries avoid liability.
Jenny Kassan has almost three decades of experience as an attorney and advisor for mission-driven enterprises. She has helped her clients raise millions of dollars from values-aligned investors and raised over $3 million for her own businesses.
Brian is the Founder of Crowdwise, LLC, and is an angel investor in 80+ private startups through equity crowdfunding.
Patrick Tracey is Director of Business Development for Morrow Sodali. In this role, Pat brings expertise in a number of areas including Proxy Solicitation – Activism – Corporate Governance Advisory – IPO Prep – Demutualization (Insurance Companies, Community Banks and Credit Union) – Stock Surveillance for Public, Private and Mutual companies.
Blaine McLaughlin is the Chief Product Officer of VIA Folio, an innovative IPO, private and alternative investment platform that makes it easy for online platforms, issuers, investors, brokers and advisors to engage with IPOs, private and alternative debt and equity offerings. Part of Folio Investments, Inc., VIA Folio supports issuance, custody, servicing and secondary transactions in public and private equity and debt investments, and other listed and unlisted securities. McLaughlin joined the company in 2007, and has led retail customer acquisition and management, partnerships, portfolio acquisition, introducing broker services, and other business development activities.
Jordan Fishfeld is the former CEO and co-founder of PeerRealty (sold), and current Chairman of the Board and co-founder of CFX Markets and OpenFinance Network, secondary market platforms for traditionally crowdfunded and digital assets, respectively. In this role, he focuses his time on strategic planning and general oversight in the new and growing digital marketplace. With over 8 years of compliance, legal, investing, and sales experience in regulated markets, Jordan understands the need for a single coherent voice in the crowdfunding and blockchain industries.
Over 35 years of experience in Information Technology with the majority of time being spent in the Financial Services industry. Possesses detailed knowledge of all aspects of the online capital formation/crowdfunding, international brokerage, hedge fund and asset management businesses. Able to recruit and motivate strong teams capable of solving mission critical business problems.
Devin is a journalist, author and educator. He calls himself a champion of social good. As a new-media journalist and founder of the Your Mark on the World Center, Devin has established himself as a champion of social good. As a Forbes contributor, with over 400 bylines and over
Vincent Molinari is the CEO of Templum Markets, (FINRA Registered Broker Dealer and ATS) and Co-Founder of it’s parent company, Templum, Inc. He is also a Co-Founder and Co-Chair of the Blockchain Commission for Sustainable Development and is a Co-Founder and Co-Chair of Blockchain for Impact.
David N. Feldman concentrates his practice on corporate and securities law and mergers and acquisitions, as well as general representation of public and private companies, entrepreneurs, investors, and private equity and venture capital firms. Mr. Feldman also advises emerging growth companies with regard to alternatives to traditional financing through initial public offerings. He is also considered an authority on public offerings through the recently implemented SEC Regulation A+. Mr. Feldman also represents investors, social media sites, public and private issuers and applicants for grow and dispensary licenses in the emerging cannabis industry.
Alon is the Managing Partner of Stacked Capital, an early-stage industry agnostic venture capital fund. Previously Alon was the co-founder, Chief Financial Officer, and Chief Technical Officer of crowdfunding platform RocketHub, acquired in 2015. Alon is a founding member of the Forbes Technology Council, and a Strategic Advisor to Zombie Soup (Artificial Intelligence, Virtual Reality, and games); he has twice testified in front of U.S. Congress on equity crowdfunding, co-authored three acclaimed whitepapers on the JOBS Act, and was selected to lead FINRA’s Capital Markets Series on crowdfunding. Alon oversaw RocketHub’s partnerships with the White House, U.S. Department of State, Fulbright Foundation, Cisco, Microsoft, Chrysler, and others. Alon has led large speaking engagements for organizations including American Express, TEDx, Campaign Summit, Re.Comm, and Make Innovation. Alon earned his M.Sc from Columbia University and was a fellow at the Earth Institute’s Advanced Consortium of Cooperation, Conflict, and Complexity; he specialized in genocide prevention and social network theory.
Jason Paltrowitz is Executive Vice President and Global Head of Business Development at OTC Markets Group, where he is responsible for all international and domestic corporate services new business and relationship management. Prior to joining OTC Markets in October 2013, Mr. Paltrowitz was Managing Director and Segment Head at JP Morgan Chase and was responsible for the custody, clearing and collateral management business in the Corporate and Investment Bank division. Mr. Paltrowitz started his career at BNY Mellon serving in multiple senior management positions, most notably as Head of M&A for the Financial Markets and Treasury Services Sector and 11 years in the Depositary Receipt Division as the Head of the Global Capital Markets Group. Mr. Paltrowitz also served as a member of the Board of Directors at OTC Markets Group from 2008 – 2011.
Thell Woods, a former interim president of the CfPA, founded and currently serves as chairman of Crowdfunding Services LLC. The company helps establish “Community Centric Crowdfunding” programs offering both non-profit and securities offerings. Thell serves specifically defined communities throughout Michigan developing the www.C3funding.com website as the base for these programs.
Dr. Richard Swart is recognized as the global thought leader in the crowdfunding industry. Richard is a founding board member of the Crowdfunding Professional Association (CfPA), the Crowdfunding Intermediary Regulatory Advocates (CIFRA), and an early leader in the field. Richard co-organized the first major national conference on crowdfunding and coordinated several educational events on the JOBS Act throughout the United States for the White House.
Xiaocheh Zhang currently serves on the CfPA Board of Directors. He is also a co-founder of the Crowdfunding China Society (CFCS). As a crowdfunding thought leader, he has advised many organizations in applying alternative finance and result-based approach in transforming their business models. He has provided services to World Bank, United Nations, TUEV SUED, Virginia Tech, Peking University and some other organizations in the past 15 years. Xiaochen has rich experience in both public and private sector in America, Africa, Asia, Latin America and Europe to incubate and scale up innovative programs and projects at all levels. He is also a recognized speaker in climate finance, green innovation and crowdfunding. Here are a few examples:
Rodney Sampson is an innovator, serial entrepreneur, angel investor, published author, and consecrated bishop. As an innovator and serial entrepreneur, Sampson co-founded Multicast Media Networks (Streamingfaith.com) in 2000 (acquired in 2010), a live and on-demand streaming platform that laid the foundation for companies like YouTube and Ustream. Not stopping there, Sampson co-founded Intellectual Currency (an integrated marketing, intellectual property, diversity & inclusion and business development advisory firm) in 2002, Intellect Inspire (a digital publishing imprint of Audible) in 2006, and Legacy Opportunity Fund in 2007 with investments in technology, consumer products, energy, cyber-security, publishing and the entrepreneurial ecosystem. He also serves on the advisory boards of Digit, a disruptive financial technology company, Mark Burnett Productions, Springboard Fund and multiple startup and early stage companies throughout the world.
Brian Korn was elected to the Board of Directors (Legal P.O.V.) of the Crowdfunding Professional Association in January 2014. Brian is a corporate and securities attorney at the law firm Manatt, Phelps & Phillips, LLP, and has had multiple appearances on Fox Business Television, Bloomberg, CCTV America and National Public Radio as an expert on the JOBS Act, including its impact on crowdfunding, peer-to-peer lending, IPOs and market trading dynamics. He has been published or quoted in Forbes, CNBC, MSNBC, New York Law Journal, Law360, Philadelphia Inquirer, Pittsburgh Post-Gazette, The Financier Worldwide and The Review of Securities & Commodities Regulation.
Thomas Lawson is vice president of private issuer services for VIA Folio, Folio’s private capital network. In his role at VIA Folio, he provides legal and regulatory guidance to business development and operations. As part of this work, he supports VIA Folio’s online transactions in unlisted securities. He joined Folio in 2015.
AdaPia D’Errico is the Chief Marketing Officer at Patch of Land, where she heads up marketing, which includes strategy, brand, communications, partnerships and client services. Prior to joining Patch of Land, AdaPia ran a consulting company that developed growth strategies for major brands at Disney and Mattel, as well as technology and new media startups. AdaPia began her career at CIBC and subsequently spent 8 years in banking and investment management with a focus on customer relationship management, investor relations, and corporate communications. AdaPia is a published writer, blogger for The Huffington Post, and is a public presenter on topics including growth strategies, entrepreneurship, crowdfunding and brand development. AdaPia holds a B.B.A from the University of British Columbia and a B.A in International Business Economics from Hogeschool Zeeland, The Netherlands.
Dara Albright is a recognized authority, thought provoker and frequent speaker on topics relating to market structure, private secondary transactions, next-gen IPOs, P2P, FinTech and crowdfinance. Albright has held a distinguished 23 year career in IPO execution, investment banking, corporate communications, financial marketing as well as institutional and retail sales.