Who Can Invest Once the Solicitation Ban is Lifted
Who Can Invest Once the Solicitation Ban is Lifted?
Who can invest in start-ups once the general solicitation ban is lifted? That’s the 64,000 dollar question – or to be more “inflationary precise”, the 540,963.63 dollar question.
I’d gladly relinquish the half million+ dollars for a different answer. Because even though the removal of the restrictive solicitation ban helps smaller issuers raise capital, it does absolutely nothing to benefit smaller investors. Once the new law is implemented, private companies will be permitted to advertise to the general population so long as they only accept money from accredited investors. Soon, non-accredited investors will be able to view a television commercial for a hot private growth stock. Too bad they won’t have the capability of investing in it until after it goes public at an over-inflated valuation. This is about as cruel as forcing diabetics to watch Hostess Twinkie ads.
While the unions are helping to ensure that Hostess won’t be around to tease any more diabetics, who’s looking out for America’s retail investor? Frankly, no one is. That’s why it is up to “We the People” to make sure that the investing public receives its fair share of growth opportunities. It is more than our responsibility, it is our right as U.S. citizens to voice our discontent and help effect legislative change. The accredited investor rule is not only unjust; it is exacerbating America’s wealth divide and impeding economic growth. Thus, it needs to be repealed immediately. Below is an excerpt from a recent article I published on the subject. The complete piece which be found at http://nowstreetjournal.com/2012/11/26/todays-america-nothing-ventured-everything-gained-at-least-for-some/.
While America has made great progress eradicating religious, gender and racial persecution, it continues to allow discrimination based on net worth and income levels. Presently, only “accredited investors” – those persons possessing a net worth of at least $1M excluding the value of one’s primary residence or have annual income of at least $200,000 (or $300,000 together with his or her spouse) – are legally permitted to invest in private companies. Unaccredited investors are forced to wait until companies register with the SEC and begin trading on public stock exchanges.
20 years ago when companies went public as young emerging businesses, smaller investors weren’t put at a disadvantage by having to wait for an IPO in order to invest. In fact, 99% of Microsoft’s stock appreciation was realized after it had gone public. Conversely, by the time most of today’s companies go public, the bulk of their growth is long behind them. Case in point, 100% of Facebook’s stock appreciation was realized in the private markets prior to its IPO where only accredited investors were afforded the opportunity to partake in its dramatic climb.
Because new issue upside has been dramatically curtailed, today’s average public market investor is left assuming more capital appreciation risk than ever before. It sickens me to think about all of the middle class wealth that might have been created from September 2004 to May 2012 when Facebook grew from a mere $5M in market capitalization to its IPO valuation of $104B.
America desperately needs to reopen its financial markets and allow capital to flow back to its smaller investors and issuers. This is precisely what the Jumpstart Our Business Startups Act (the “JOBS Act”) was designed to accomplish. Even though it is one of the most economic restorative pieces of legislation in modern history, if you’re not reading political or financial trade publications, you’ve probably never even heard of it. And because it passed with an overwhelmingly bipartisan majority; the JOBS Act received limited main street media coverage. It is utterly shameful that the policies which divide us get more attention than the legislation that unites us.
The JOBS Act helps emerging businesses access capital by improving the “on-ramp” and making it easier for smaller companies to go public. And since, according to Forbes, small businesses generated over 65% of new jobs during the past 17 years, it is imperative that America’s capital markets serve as a conduit to small-cap funding, not as a barrier.
Unfortunately, facilitating the IPO entrance is simply not enough. The truth is, it is far less challenging for companies to become public than it is for them to stay public, particularly in a marketplace dominated by high frequency traders and inadequate aftermarket support. According to research conducted by David Weild IV, Head of Capital Markets at Grant Thornton and CEO of Capital Markets Advisory Partners, U.S. stock markets have lost 43.5% of all listed companies since 1997.
Without re-establishing an ecosystem to support companies being public at smaller valuations by enthusiastic investors as opposed to detached traders, the demand will never be strong enough to meet the supply in the marketplace. Hence, unless the “highway” is completely renovated, the public markets will remain dysfunctional.
The “Crowdfunding” component of the JOBS Act provides the most viable and democratic solution. Its community-style, social investing methodologies furnish built-in aftermarket support. “Crowdfund Investing” not only grants the 99% with the same investing freedoms as the 1%, it fortifies the relationship between investor and investment, encourages longer term investing principles and ultimately helps restore appropriate risk/reward ratios.
Although it was signed into law on April 5th, “Crowdfund investing” won’t be officially legal until the SEC implements the new rules (currently in the 270 day rulemaking period). Given its history of failing to meet deadlines, it is most likely that the SEC will far exceed its Government mandated January 1, 2013 deadline. We simply cannot allow this to happen, for as long as one class of citizens continues to receive superior investment opportunities and better investing odds, there will never be true equality in the United States.
Our nation will never collectively prosper if our capital markets remain prejudiced. I urge you to write your local legislators and insist that they hold the SEC accountable for implementing the overwhelmingly bipartisan JOBS Act in a timely fashion. Demand that legislation be introduced to remove the unconstitutional Accredited Investor Rule 501(a) of Regulation D under the Securities Act of 1933. The future of America is at stake. Don’t let it go down with the Twinkie.
Together we can bring equality to the capital markets and return them to the lifeblood of our economy: America’s small businesses and retail investors.
Dara Albright
Founder, Now Street Journal
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.