The Rise of Investment Crowdfunding: What You Need to Know in 2015 and Beyond
After the passage of Jumpstart Our Business Startups Act (JOBS Act), investors sought business opportunities on their own. Some of them found these investment offerings from Crowdfunding. Stirring enough attention from the IPO space today, investment Crowdfunding provides opportunities for accredited and non-accredited investors to boost their companies' growth and economic distribution. In addition, investment Crowdfunding offers a greater possibility of earning income, protecting interests and launching new ventures and platforms. However, it pays for brokers, bankers, fund managers and finance executives to consider its potential risks and limitations.
In a two hour LIVE Webcast, a panel of thought leaders and practitioners assembled by The Knowledge Group will discuss the significant issues and latest insights on how to strengthen your understanding on Investment Crowdfunding. Speakers will also share their thoughts on how to handle risks issues and avoid possible litigation.
Key topics include:
- Investment Crowdfunding – An Overview
- Advantages and Drawbacks
- Risks and Limitations
- Title IV’s Regulation A+ under the JOBS Act
- Blue Sky Qualification Requirements
- Possible Implications on Entrepreneurs and Investors
- Recent Legislative Issues and Updates
- Risk Mitigation Schemes and JOBS Act Enforcement
Mark T. Hiraide, Partner
Petillon Hiraide LLP
- Title IV of the JOBS Act – Reg A+
- Why use Reg A+?: Differences between registered offering and Reg A+ offering
- Overview of Reg A requirements
- Select Issues
- Integration of offerings
- Financial Statements
- Selling shareholders
- Continuous offerings
- Blue-sky issues
- “Bad Actors” Disqualification
- Secondary trading
- BD registration
- General Solicitation
- Securities Liability for Directors and Officers
- Section 12 liability
- Controlling Person Liability
Joseph A. Gill, Attorney
- General overview of Canadian regulatory environment for equity crowdfunding
- Accredited Investor Exemption available throughout Canada
- Offering Memorandum Exemption available through Canada except Ontario
- Start-Up Exemption in Saskatchewan, British Columbia, Manitoba, Quebec, Nova Scotia, and New Brunswick
- Proposed Equity Crowdfunding Exemption in Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, and Nova Scotia
- Investor considerations
- Statutory protections afforded by Canadian corporate and securities laws
- Minority shareholder status
- Cross-border considerations
- Ownership, Head Office Location, and Directors of Equity Crowdfunding Portal
- Head Office Location and Public Corporation Status of Issuer
- Canadian Corporate law considerations for Issuers
Jennifer A. Post, Partner
Raines Feldman LLP
- Broad background of Crowdfunding, evolution from “pledge” based to equity based
- Why the JOBs Act – reach of the Internet and Congressional need to act during the recession
- Rolling out the JOBs Act –
- Lifting the ban on general solicitation
- Adoption of Reg 506(c) and changes to verification of accredited investor status
- Increasing shareholders under the 34 Act reporting threshold
- Investing On-Line – Reg 506(b), and Reg 506(c) and related verification processes
- On-Line Platforms – how do they do it?
- On-going prohibition on general equity crowdfunding (for non-accredited investors)
- Is Crowdfunding good for the private capital markets? Who does it benefit?
- Entities that support Crowdfunding (the portals/offering platforms)
- Company and entrepreneur perspectives – money, but at what cost?
- Shareholder perspectives – visibility into the company and ability to evaluate, protect investment.
- Regulatory perspectives – protecting against and pursuing fraud or abuse.
Who Should Attend:
- Finance Lawyers
- Investment and M&A Related Lawyers
- In-House Lawyers
- Finance Directors/Executives
- Fund Managers
- Senior Management
- Capital Market Professionals
- Startups, Entrepreneurs and Innovators
- Marketing Specialists
- Other Related/Interested Professionals and Organizations
Jennifer Post is a Partner in the Corporate Practice Group at Raines Feldman LLP where she chairs the firm's Securities Practice Group. She serves as primary outside counsel to a variety of individuals and companies, including entrepreneurs, startups and investors, as well as domestic and international public companies. Jennifer represents companies and investors in a wide range of corporate transactions, among them SEC registration and compliance, mergers and acquisitions, capital raising transactions, debt and equity restructuring and management buyouts. A prolific speaker, Jennifer has presented at the Harvard Business School W50 Summit, Metropole Global’s Crowdfunding Conference, NextGen’s Entrepreneurship & Global Crowdfunding Forum, Digital Hollywood events, the Beverly Hills Bar Association and the American Bar Association, among others.
Jennifer Post is a Partner in the Corporate Practice Group at Raines Feldman LLP where she chairs the firm's Securities …
Mark Hiraide is a securities attorney with Petillon Hiraide LLP. He defends officers, directors and investment professionals in civil litigation and regulatory investigations relating to corporate and securities transactions. He also serves as Of Counsel to Parker Mills LLP, a prominent law firm of trial lawyers specializing in attorney malpractice and business litigation. He is recognized as an authority on the Jumpstart Our Business Startups (JOBS) Act. At the invitation of the Securities Subcommittee of the United States Senate Banking Committee, he testified about investor risks associated with the legislation. In California, he drafted a crowdfunding bill introduced in Sacramento in 2015. He is a co-author of Representing Start-up Companies by Thomson Reuters and the soon to be published Thomson Reuters treatise, Crowdfunding: Commentary and Analysis. He began his career leading an Enforcement Branch in the SEC's Los Angeles Regional Office, and later was appointed by the United States Attorney's Office as a Special Assistant United States Attorney to prosecute a major criminal securities fraud case. He completed his career at the SEC as an Attorney-Advisor in the SEC's Division of Corporation Finance in Washington, D.C. 1994.
Mark Hiraide is a securities attorney with Petillon Hiraide LLP. He defends officers, directors and investment professionals in civil litigation …
Joe Gill is an associate with the McKercher LLP law firm, a full-service law firm based in Saskatchewan, Canada, servicing clients both in Saskatchewan and throughout Canada, where he practices in the areas of corporate finance, securities laws, mergers & acquisitions, and tax law. Joe has assisted both private and public companies with respect to purchase and sale of businesses, public equity and debt financings, private placements, stock exchange listings and various other securities and corporate matters such as continuous disclosure obligations and regulatory compliance. Joe has written extensively on both equity and reward-based crowdfunding in Canada for organizations such as the Canadian Tax Foundation, Advisor’s Edge Magazine, and the Canadian Bar Association. He has also acted as counsel to both companies looking to raise capital through equity crowdfunding as well as for equity crowdfunding portals. Joe further provides value to his clients through his experience in various tax matters including corporate reorganizations, the purchase and sale of assets on a tax-effective basis, and general business tax planning.
Joe Gill is an associate with the McKercher LLP law firm, a full-service law firm based in Saskatchewan, Canada, servicing …
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Specialized Knowledge and Applications
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Areas of Professional Practice
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About Raines Feldman LLP
Raines Feldman LLP is a business transactional and litigation law firm with expertise in corporate, securities, real estate and intellectual property law. Comprised of attorneys from some of the nation’s most elite law firms, the firm represents individuals, institutions, companies and investors in real estate, finance, SEC compliance, capital raising and M&A transactions, predominantly in the entertainment, new media, fashion, technology, sports, hospitality and consumer products industries. The firm maintains offices in Beverly Hills and Irvine, California. Visit RainesLaw.com.
About Petillon Hiraide LLP
Petillon Hiraide LLP is a small but powerful law firm known among its peers for expertise in corporate and securities law. They practice corporate and securities law and nothing else. They offer unique insight and perspective to their clients because they have handled both business transactions and courtroom litigation related to securities transactions for more than twenty years. Because of their depth of experience, other lawyers look to them for instruction on the JOBS Act and securities law. For years, they’ve taught corporate and securities law through seminars they’ve conducted and journal articles and books they’ve authored. They often are called to testify in court and before government bodies as experts in their field. Visit Petillon Hiraide LLP.
About McKercher LLP
For over 80 years the lawyers of McKercher LLP have been advising both private businesses and public corporations in all areas of the law. They provide high-level expertise on complex business transactions and innovative solutions to diverse legal issues. They act for local clients seeking to grow beyond Saskatchewan and national and international clients looking to expand into our great province.
With offices in Regina and Saskatoon, McKercher LLP has over 60 lawyers practicing in all major areas of the law. McKercher LLP is one of the largest and well-established local law firms in Saskatchewan, and understands the many challenges facing individuals and organizations today. McKercher LLP lawyers make it their business to learn the legal context in which clients operate and gain familiarity with the history of ongoing matters.