Tag Archives: crowd fund investing

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  My intention is to explain why outdated securities laws — put in place before the Internet age — need to be modernized and overhauled, and how these reforms can boost our struggling economy.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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How to Provide Investor Protection in Crowd Fund Investing

Creating prudent investor safeguards is an important part of enabling a vibrant and effective crowd fund investing ecosystem.  With this in mind, we propose a series of steps to increase transparency and accountability while limiting the opportunity for fraud and abuse.

How to Provide Investor Protection in Crowd Fund Investing

 

Creating prudent investor safeguards is an important part of enabling a vibrant and effective crowd fund investing ecosystem.  With this in mind, we propose a series of steps to increase transparency and accountability while limiting the opportunity for fraud and abuse.

 

Investor Risk Proposed Rules to Mitigate Investor Risk
How do you prevent large scale fraud? Limit the maximum amount any one entrepreneur/company can raise via crowd fund investing platforms to an aggregate of $1 million
How do you keep large corporations from using this as a loophole for cheaper financing? Limit the types of companies that can utilize the platform to those that are less than 50 employees (and not a majority owned or wholly owned subsidiary of another entity) with less than $5 million in revenue in the previous calendar year
How do you prevent someone from swindling all of Grandma’s retirement? Limit the amount that anyone can invest to either $10,000 or 10% of their prior year’s Adjusted Gross Income (whichever is lower)
How do you prevent limited disclosure requirements from increasing risk? Have the crowd vet the entrepreneur.  Create a standards based set of data that each entrepreneur must complete in order to attempt to seek funding.  Then enable a communication channel for investors and entrepreneurs to communicate about their questions, ideas and solutions.  Investors only invest in entrepreneurs that have complete information and a product or service that the investor believes in.  Connecting this service to social media groups whereby the entrepreneur and investors are part of the same group, the investors can ask questions of the entrepreneur and the entrepreneur can solicit the investors for help, experience, contacts, etc.  Investors can rate the entrepreneur following their investment and entrepreneurs can rate investors.
How do you protect against professional scam artists? Just like when financing a major purchase or renting an apartment, Crowd Fund Investing entrepreneurs must agree to credit checks that match their name, social security number and receive a credit score that the crowd can view.  Make the initial money loans that the entrepreneur is personally responsible for.  If he/she defaults it appears on their credit report.
How do you prevent someone from attempting to raise funds without proper planning? Crowd Fund Investing must be an all or nothing platform.  If the entrepreneur doesn’t raise all the requested funds within the specified timeframe, the funding round closes and the investors keep their money.  By limiting the amount of money individuals can contribute, an entrepreneur has to be careful about how much money he is asking for (if he asks for too much and doesn’t reach his funding target, he doesn’t get funded).
What about nondisclosure/lack of transparency? Make the entrepreneurs fill out standards based information about themselves and how they will use the capital.  Have them attach links to their “social proof” from various online communities (LinkedIn, eBay, Amazon, Facebook, etc) profiles that show how the “crowd” views them.  Most of these investments will be made to individuals that are already known to the investors via social media platforms.  Investors will be provided with standards based agreements and this information will be stored within the community, and a data set of relevant investor and entrepreneur data will be transferred to the SEC on a quarterly basis. Examples of this dataset might include:  company name, entrepreneur name, funding rounds attempted, funding rounds successful, number of investors, total investment raised, investor names, etc.
How do you prevent people from “underwriting” & “reselling” the securities? Restrict the shares and mandate that shares must be held a minimum of 1 year by the acquirer.  Let people know that they are buying restricted shares and there is no secondary market to them.  Make sure they understand that unless the company is sold, merges or goes public they will not see a return. (Shares can be transferred to family)

 

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2 Days in a Row – Wall Street Journal Covers us Again

Small Internet Sales of Stock Get Review

Without directly mentioning our name, everything that we have been working on in Washington seems to be coming up in the news!

Today (April 9, 2011), a day after it was the cover story in the Wall Street Journal, we again make the headlines.  Check out the story, Small Internet Sales of Stock Get Review (http://on.wsj.com/ft24am)

Together we can make Crowd Fund Investing Legal!  Spread the word!  Sign the petition!

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The Sweet Smell of Progress

Cover Story WSJ - April 8, 2011

It has been just over 1 month since we launched this initiative and today we take heart in the fact that the SEC is listening to our concerns.  Without directly mentioning our names, Startup Exemption was part of today’s (April 8, 2011) Wall Street Journal cover story: U.S. Eyes New Stock Rules – Regulators Move Toward Relaxing Limits on Shareholders in Private Companies (http://on.wsj.com/eBJC52 – subscription required)

On March 22nd a Congressman we have been working with sent a letter to the SEC asking them to explain if there is a correlation between the decrease in capital formation in the U.S. since 1996 and antiquated U.S. Regulations.  In that letter we contributed six questions that asked the SEC to respond to our crowd fund investing solution that could immediately get capital flowing to entrepreneurs but is hindered by regulation.

In particular we asked: Continue reading

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Our Response to the Bloomberg News Editorial

The following was sent to Susan Antilla as well as her editor at Bloomberg News following her March 28th piece, Making Whoopi as Small Investors Absorb Risk: Susan Antilla.

Hi Susan,

How depressing.  I don’t understand how all our communication led to your summary that we are choosing ‘business interest over investor protection.’  When time and again I spoke of working in “the spirit of the law.”

In one of my emails today I even said, “We are not trying to circumvent the law but to come up with a commonsense solution that will let Americans invest a little, essentially risk-less money into entrepreneurs who cannot access capital the traditional way.  I think it is important to reiterate that while we do think the maximum anyone can invest should be limited to $10,000, we highly doubt, based on the principals of crowd funding, that people will be investing that singular, large amount.”

You focused solely on the $10,000 figure when I stressed, “What makes crowd funding such a powerful way to raise money is that thousands of people can invest $100.  People that have large amounts of money and are looking to invest will most likely not use this model and continue to use the traditional means.”  The article made it sound as if everyone was going to risk $10,000?  I thought I had made it clear that my intention was to help startups crowd fund small amounts of money from many different people?

Crowd fund investing is not a solution “to the aggravation of regulation” but rather a commonsense framework to help entrepreneurs while at the same time following the spirit of the securities law: protecting the investor and enabling companies to raise money.

Continue reading

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When Reporters Neglect to Share all the Information

Over the past few days I had the opportunity to be interviewed by Susan Antilla from Bloomberg News about Crowd Fund Investing (CFI).  When we spoke there were are a few points I always circled back to:

a)    It is not our intention to work around the law but rather to work within the spirit of the law – anti-fraud & investor protection.

b)   If crowd funding has worked in principal to help launch art related projects, then within a commonsense framework, it too should be able to work with small investments in startups/entrepreneurs.

c)    While I agree that the government needs to oversee the securities markets to prevent large, difficult to understand organizations from taking advantage of investors, I do not see how regulating a $25 crowd funded investment in a transparent startup would require the same oversight.

d)   Crowd funding isn’t a way to debunk millions of dollars from Americans but a way to let the people decide if and what they think is a good business idea and if and how much they should invest.  An entrepreneur/startup will not get funded if he doesn’t pass the muster of the crowd or meeting his funding targets.

In addition, the March 26th blog entry “How Risky is Crowd Fund Investing,” was presented to her as ways to mitigate risk.  Much to my dismay, these points were ignored in her story.

Luckily, the majority of our conversations took place over email.  So take a look at what  she wrote (Making Whoopi as Small Investors Absorb Risk: Susan Antilla) and then see the our response to her (with actual text cut and pasted from email correspondences with her).

Media exposure is important and in order to effectuate change, we need that exposure.  However, it is a shame when reporters with a platform to disseminate two sides of a story utilize it in way to craft a story that has little bearing to what is being presented. It’s especially disappointing when reporters from respectable publications leave out large amounts of information from an interview in order to present an invalid angle to a story.

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