Tag Archives: crowd fund

Legalize Equity-Based Crowdfunding to Create Jobs

Next week President Obama will be talking about a plan to create jobs in America.  Finally a subject both parties should be able to agree upon; jobs! The premise behind his action is correct, however his focus is not.

While we are in favor of improvements that advance our education system and infrastructure to keep us competitive in the world, the real long-term opportunity to pull us out of this recession lies in the hands of our nation’s entrepreneurs and the confidence we as a nation have to help them succeed.

Both the SBA and the Kauffman Foundation for Entrepreneurship will tell you that the bulk of net new jobs (those jobs created less jobs lost) during prior recessions came from small businesses and entrepreneurs.

So logically, helping foster the entrepreneurial engine in the USA will foster innovation, businesses and jobs; undoubtedly in a multiple of what our government can do through public stimulus.

However, the traditional capital that our nation’s entrepreneurs used prior to the financial meltdown has disappeared – I know I tried to raise capital for 2 ideas I have and I’m a seasoned three-time INC500 entrepreneur.

There’s a solution gathering support and it only exists today because of advances in the Internet and Technology.  It is based on Crowdfunding where entrepreneurs pitch their ideas to average Americans and let them decide which ideas they would back with a few dollars in exchange for an equity stake in the company.

This form of investment is illegal in the USA because it breaks 80 year-old Security Laws on public solicitation and accreditation.  However, American’s today are more sophisticated than they were 80 years ago, they have seen the financial crisis firsthand and are more skeptical than ever before freely giving away their hard earned cash.  Go ahead, try and ask a group of 1,000 people for $50 each and see how successful you are.

If we can update the security laws to make equity-based Crowdfunding (aka Crowdfund Investing) legal, then we can put the power in the hands of the American people to decide which of their community entrepreneurs they want to back and those that they do not.  The ones that rise to the top will not only have access to a small amount of critical seed capital that doesn’t exist in the markets, but knowledge, experience and marketing power from their supporters.  Think about it. If you own Apple stock chances are you have an iPhone and rave about it.  Subsequently, if you want to back your friends Korean BBQ Food Truck or Internet Startup, chances are you will not only be a consumer but an advisor and marketing agent for them as well.

Direct ownership will not only increase the chance of success (as social networks have time and again shown the ability of the crowd to rally behind an idea) but first-hand ownership will help entrepreneurs succeed thru shared knowledge and experience.  More small successes will lead to an increase in consumer confidence, which is a direct economic indicator.

We are on the verge of a double dip recession.  No one trusts our government.  Let’s put something on the table that is good for the country that both side should be able to agree upon; a zero-cost framework that provides a limited amount of capital flow to entrepreneurs that has the ability to stimulate innovation and jobs, in a fashion that both mitigates risk and provides for investor protection.

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Academic and Legal Experts Speak Out – SEC Rules Hinder Capital Formation for Entrepreneurs

The following are some of the academic reports written about the current SEC rules and why they prohibit access to capital for small businesses & entrepreneurs:

Proceed at Your Peril: Crowdfunding and the Securities Act of 1933, Tennessee Law Review. Joan MacLeod Heminway & Shelden Ryan Hoffman, August, 2011

Crowdfunding Microstartups: It’s Time for the Securities and Exchange Commission to Approve a Small Offering Exemption, University of Pennsylvania Journal of Business Law.  Nikki D. Pope, August, 2011

Petition for Rulemaking: Exempt Securities Offerings up to $100,000 with $100 Maximum per Investor from Registration. Sustainable Economies Law Center. Jenny Kassan, July, 2010

SEC Regulations Barricade The Crowdfunding Floodgates, The Crowdfunding Revolution.  Kevin Lawton, November, 2010


Capital Offense: The SEC’s Continuing Failure to Address Small Business Financing Concerns, New York University Journal of Law and Business.  Stuart R. Cohn & Gregory C. Yadley – Fall, 2007

Security Regulations and Their Effects on Small Businesses, California Research Bureau. Rosa Maria Moller, Ph.D. - April, 2000

 

 


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Academic Article Substantiates the Startup Exemption Framework

In a July, 2011 posting on crowdsourcing.org, Professor of Law Joan MacLeod Heminway and MBA Candidate Shelden Ryan Hoffman discuss the costly SEC compliance measures related to capital formation especially as it relates to startups and entrepreneurs.  In their thesis they make reference (p.3 & 4) to the letter and questions that we, the Startup Exemption, submitted to the SEC in conjunction with Chairman Darrell Issa.  They also refer to SEC Chairman Mary Schapiro’s response to the question at the hearing we participated in on May 10th in front of the Government Oversight and Reform Committee.

Both their 71 page academic brief as well as our experience as entrepreneurs living the capital crunch prove there is a need for change.  Their framework on page 60 mimics much of what is in the framework for the Startup Exemption.  A sigh of relief where academic thought mimics real-life experience.

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Startup Exemption, a $1M Crowdfund Investing Framework the #1 idea on Startup America Website

The White House and The SBA launched the Startup America website with the goal of promoting entrepreneurship in the USA.  To help them understand the problems and issues facing entrepreneurs, they asked this simple question:

To date there have been over 200 replies.  Over 25% of those replies have to do with capital formation!  No other issue adds up to as high a percent as that.  And the suggestions range from access to capital to tax credits to regulatory changes.

Obviously small businesses and entrepreneurs need access to capital to grow their businesses, innovate and hire Americans.  Our suggestion: Have the SEC create a $1M exemption for Crowd Fund Investing, as voted by the users, is the #1 idea on Startup America’s website! 

Now is the time!  Our idea is part of the solution!  Thank you all for your support and let’s tell Washington to make it legal for the average American to take a few dollars and invest it in our community entrepreneurs! 

 

 

 

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Pabst Blue Ribbon Beer Almost gets Bought via Crowd Fund Investing

Every week we see further proof of the ability of crowd funding to get cash flowing and our economy growing.  The SEC, however, has yet to make any changes that would make equity-based crowd funding (aka Crowd Fund Investing) legal.  The latest proof came when Michael Migliozzi II and Brian William Flatow started a crowd funding campaign to purchase Pabst Brewing Co. They created an online campaign and used the their social media channels, Facebook and Twitter, to spread the word.  Amazingly, they were able to get 5 million people to agree to pony up $200 million!

The SEC found out about the money raise and put a stop to it.  According to reports, Migliozzi and Flatow neglected to register the offering with the SEC.   They also targeted unaccredited investors and did so in a public fashion.  And 5 million people is a tad bit more than the 35 unaccredited investors the SEC currently allows under its existing exemptions.

Granted, what these gentlemen were doing was in excess but it proves a point.  There is an interest on the part of the average American to support ideas they believe in.  Not only that, they are willing to part with a few dollars to make it happen.  While raising $300 million on the Internet isn’t probably the most smartest thing, allowing entrepreneurs to raise a limited about of seed or growth capital via crowdfunding platforms is.

That is what the Startup Exemption is all about.  We have developed a framework that will allow entrepreneurs to raise up to $1 million from their community.  The Pabst campaign while worthy would not be allowed under our framework because of the size.  Our goal is to help fund the ideas that will lead to great companies and use the collaborative know-how of the crowd to not only provide financial support but critical knowledge and experience.

It is important to note that the SEC was able to easily stop this campaign because of the transparency of the media and the internet.  The more information (aka transparency) there is out there the less chance there is for fraud.  By design, the internet is open for all to see.  Fraud will never be eradicated but with transparency it will be greatly reduced.  When the SEC puts our framework in place Crowd Fund Investing platforms will have safeguards to ensure the danger of fraud is kept on par with similar classes of investment.

With the interest from the masses, the time is ripe for the SEC to implement our suggested framework.

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Our Congressional Testimony: Reversing the Decline in Capital Formation

“Reversing the Decline in Capital Formation”

 

Testimony of

 

Sherwood Neiss

Entrepreneur

Sherwood Speaks, LLC

Miami Beach, Florida

May 10, 2011

Before the

Committee on Oversight and Government Reform

United States House of Representatives

The Honorable Darrell Issa, Chairman

The Honorable Elijah Cummings, Ranking Member

Introduction:

 

Chairman Issa, Ranking Member Cummings and members of the Committee, thank you for holding this hearing today and allowing me to share an entrepreneur’s perspective on improving capital formation through regulatory modernization.  My intention is to explain why outdated securities laws — put in place before the Internet age — need to be modernized and overhauled, and how these reforms can boost our struggling economy.  By revamping the Security and Exchange Commission’s (SEC’s) position on solicitation and accreditation, we can open the doors to small business growth and prosperity.  Allowing for an exemption for Crowd Fund Investing, which includes protections for investors, will spur innovation among your constituents, create jobs, increase consumer spending, and reinvigorate our economy. Continue reading

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Peer-to-Peer Community Investment Presented as a Solution to the Capital Crunch for Startups & Small Businesses

Washington, DC –On May 10th the Government Oversight and Reform committee is meeting to discuss Capital Formation and Investor Protection.  Namely, they are meeting to review aspects of our country’s securities laws that inhibit capital formation.  One of the most important aspects of the meeting will focus on access to capital for startups and community-based businesses.

Sherwood Neiss a Small Business and Entrepreneurship Council member in conjunction with SBEC’s President, Karen Kerrigan, crafted a framework called Crowd Fund Investing (CFI) that was presented to the SEC for review and is building support among Americans.

Even though Crowd Fund Investing (CFI) is taking place in the U.K., Holland, India & China, in the U.S. it is not permitted because it breaks the Security & Exchanges’ accreditation and solicitation rules. According to Neiss, “These rules were written at a time when only 4% of Americans invested in the markets.  Today we have technology that has leveled the playing field and increased investor sophistication making these rules outdated.” Continue reading

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O’Reilley’ Radar Blogs About Crowd Fund Investing

** From http://radar.oreilly.com/2011/05/crowdfunding-exemption.html **

Improving the landscape for organic startups

A congressional committee will hear a “crowdfunding exemption” proposal next week.

by: Paul Spinrad

Next Tuesday, May 10, entrepreneur Sherwood Neiss will be testifying before U.S. Congressman Darrell Issa and the House Committee on Oversight and Government Reform to advocate a regulatory change that I have been working to support: a small offering exemption, aka “crowdfunding exemption.” It’s a simple change that the SEC has the authority to make, and which I believe would spur grassroots innovation and empowerment the way the NSF’s revision of the internet backbone’s Acceptable Use Policy did back in the early 1990s. (Remember that one?)

The background (which I didn’t know until fairly recently), is that any investment where the return does not depend on the investor’s active, day-to-day involvement is considered a security. And securities, no matter how small, are either regulated by the SEC or state securities departments. There are no de minimis exceptions; shares in a lemonade stand would require registration, which I’m told costs $50,000-$100,000 or more (federal) or $20,000-$50,000 (state), mostly legal fees. For VC-free startups based on people doing things that they care about, these costs are prohibitive. Continue reading

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In the News: Startups seek new form of microfinance

The Startup Exemption was highlighted again in the April 28th edition of the Washington Times: http://www.washingtontimes.com/news/2011/apr/26/startups-seek-new-form-of-microfinance/

We will be testifying at a hearing on Capitol Hill in Washington, DC on May 10th!

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In the News: Crowdfunding Promoted to Help Small Businesses

An April 17, 2011 article in the Fiscal Times (Crowdfunding Promoted to Help Small Businesses) did a good job explaining the current problem facing startups and small businesses when they are trying to raise money.  As this article points out, everyone in government is hoping that small businesses will lead our country out of this recession.  However, in order to grow and expand, small businesses need capital.  According to the Federal Deposit Insurance Corporation (FDIC) outstanding lending to small businesses continues to fall steadily.  It peaked  at $336 trillion in 2008 and has steadily fallen to $291 trillion at the end of last year.

This fall in lending to small businesses also coincides with the fall in job creation by newly formed businesses over the last 2 years.  Government officials have proposed providing $1.5 billion in funding for small businesses.  This is good in the sense that it gets more money into the hands of businesses that will use it to improve the economy.  However, this government spending only worsens our huge deficit that we are currently dealing with.  If the government could pass this startup exemption it would get money into the hands of the people who can create jobs while not having the government spend anymore taxpayer money.

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