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Regulation D Rule 506(c) vs. Regulation A+: Differences Explained

Mihir Gandhi

The Securities and Exchange Commission (SEC) has developed some of the regulations that deliver both the spirit and the legal details required under the Jumpstart Our Business Startups (JOBS) Act of 2012. Most of the changes fall into the broad-stroke categories of general solicitation and investor eligibility.

Two of the main regulatory amendment vehicles engaging these categories are Regulation D’s Rule 506(c), and Regulation A, the updated version of which is known as Regulation A+. Read More...

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Rule 506(c) vs. 506(b): Differences Explained

Mihir Gandhi

For eight decades, companies wishing to sell private securities had to rely on friends, family, or their own networks because securities laws didn’t allow for general solicitation. The only way was via Rule 506 of Regulation D.

But that changed in September 2013, when Title II of the JOBS Acts came into effect. The Rule 506 exemption was split into two: 506(b) represented the old approach, and 506(c) heralded a new era. Rule 506(c), in keeping with the age of transparency and sharing of information, allows general solicitation or advertising to the public. Beyond the general solicitation restrictions, there are several other key differences between these two rules.

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What Constitutes General Solicitation?

Mihir Gandhi

Despite the fact that Title II of the JOBS Act lifted the restriction against general solicitation when it created Rule 506(c) in September 2013, many issuers are still choosing to rely on Rule 506(b) exemptions from SEC registration.

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[Event] Fundit - Crowdfunding Compliance Marketing and Technology Agenda

VerifyInvestor.com

AGENDA
April 26 – 27, 2016

Day One, Tuesday, April 26, 2016

7:30 – 8:30 AM _–Pre-session: CF 101 – Intro to the JOBS Act and Online Fundraising

Scott Purcell. Founder & CEO, FundAmerica
Kim Wales, Founder & CEO, CrowdfundBureau

8:00 – 9:00 AM —Registration and Exhibition Opens

Continental Breakfast

9:00 – 9:20 AM—-Welcome Keynote Kick-Off

Scott Purcell, Founder and CEO, FundAmerica

9:20 – 9:50 AM—–FundIt Keynote Speaker: Compliance

Doug Ellenoff, Partner, Ellenoff Grossman and Shole, LLP

9:50 – 10:50 AM—Morning General Session: Regulatory Environment for People using JOBS Act Exemptions

Moderator: Doug Ellenoff, Partner, Ellenoff Grossman & Shole, LLP
Sara Hanks, Co-Founder and CEO, CrowdCheck Inc.
Jillian Sidoti Esq. Syndication Lawyers
Sam Guzik, Founder, Guzik and Associates
DJ Paul, Founder, DJP and Co.

10:50 – 11:50 AM—Next Gen of Liquidity – OTC, Venture Exchanges & Alternative Markets

Moderator: Scott Purcell, CEO & Founder, FundAmerica
R. Cromwell Coulson, President & CEO, OTC Markets Groups, Inc.
Wes Johnson, CEO, ASMX Capital
Brett Johnson, Founder & CEO, OneMedMarket

12:00 – 1:00 PM—Networking Lunch

Compliance Track Emcee:
Gene Trowbridge, Esq., Syndication Lawyers

1:00 – 1:50 PM—Reg A: Tips for getting your Forms 1A & 5110 Qualified

Jillian Sidoti, Moderator, Syndication Lawyers
Sara Hanks, Co-Founder & CEO, CrowdCheck Inc.
George Georgiades, Securities Counsel, FundAmerica
FayMatsukage, Partner, Dill Dill Carr Stonebraker & Hutchings, P.C.
Cherif Medawar, RE Hedge Fund Manager & CEO, CrowdfundExpress

1:50 – 2:50 PM—Best Practices for Platforms & Portals

Moderator: Kim Wales, Founder & CEO. CrowdfundBureau
Sam Guzick, Founder, Guzik and Associates
Steve Plimpton, CCO, OfferBoard
Craig Denlinger, Managing Partner, Artesian CPA, CrowdFundCPA
Joan Adler, Partner, EGS

2:50 – 3:50 PM—EB-5 Funding & International Investors – What you need to know to get offshore funding under this program

Moderator: Jor Law, CEO, VerifyInvestor and Homeier and Law
Richard Kristof, CEO, ISCOA
Kyle Walker, Principal, Green Card Fund
Mark Roberts, Vice President, Alliance Bank
Bond Nthenge, VP Compliance, FundAmerica

3:50 – 4:20 PM—Networking Break

4:20 – 5:20 PMSerial issuers – how to conduct 506c, 4(a)(6) and Reg A offerings, again and again

Moderator: Gene Trowbridge, Esq., Crowdfunding Lawyers
Sam Guzik, Founder, Guzick and Associates
Daryl Steinhause, Partner, DLA Piper
Blaine McLaughlin,Head of VIA Folio
George Georgiades, Senior Security Counsel, FundAmerica
John Mueller, Director of Corporate and Strategic Planning, Truax Development

5:20 – 6:10 PM—Potential landmines for funding portals

Moderator: Richard Swart, Chief Strategy Officer, NextGen Central
Jennifer Gatewood, Founder, Peer Elevate Funding
John Berlau, Senior Fellow, Competitive Enterprise Institute
Josef Holm, Founder, Krowdster
David Konits,Managing Director, Ask a CCO, Inc.

6:10 – 7:20 PM—FundIt Networking Cocktail Reception in Exhibit Hall

Marketing – Getting ready: What should issuers do to give themselves the best chance of success?

Moderator: Ron Miller,CEO & Co-Founder, StartEngine Crowdfunding, Inc.
DarrenMarble,CEO, CrowdfundX
Dan Baird, CEO, Crack the Crowd
Scott Kelly, CEO, Black Dog Venture Partners

Broker-Dealers – investment banking & selling securities online

Moderator: Dave Dobkin,President of Investment Banking, ASMX Capital
Bryon Lyons, CEO, SDDCO Brokerage Advisors
Michael Gibson, Managing Director, USAdvisors, EB5Projects.com
Rob Malin, VP Business Development, FundAmerica Securities

Raising Capital Online – Rethinking your old, manual processes

Moderator: Gene Massey, Founder & CEO, MediaShares
Doug McLean M. Sc., CTO, Katipult
Jim Borzilleri, President, Crowd Engine, Inc.
Oscar Joffre, CEO, KoreConX
Georgia Quinn, Founder and CEO, iDiscolse

Business Development and PR Engagement – How? Costs? 

Moderator: Josef Holm, Founder, Krowdster
Bob Couch,Chief Marketing Officer, Selequity
Lee Barken, CPA & Chief Community Officer, CollectiveSun
Joy Shoffler, Founder & Principal, Leverage-PR
Dan Baird, Founder & CEO, Crack the Crowd

Pieces of the Back Office Technology Stack – Escrow, AML, Accreditation, RTA, Bad Actor, Transaction Engine

Moderator: Alon Goren, CTO, Wells Compliance Group
Jon Robert Bradford, Co-Founder, Colab
Bicky Shen, VerifyInvestor
Noah Otalvaro,VP Business Development, FundAmerica

 

Day Two, Wednesday, April 27, 2016

8:00 – 9:00 AM Welcome Back Breakfast, Exhibits Open

Registration Opens

9:00 – 9:30 AM Welcome Back Presentation: State of Crowdfunding and the Title III Future

Dr. Richard Swart, Chief Strategy Officer, NextGen Central

9:30 – 10:00 AMKeynote Speaker NASAA

Lilah R. Blackstone, Asst Gen’l Counsel, Office of the General Counsel, Department of Insurance, Securities and Banking, Washington D.C.

10:00 – 11:00 AM Risk – Broker, Platform & Portal liability when deals go south

Moderator: Enzo Villiani, CEO, Equities.com
Scott Andersen, General Counsel, FundAmerica
Yulia Kalik, COO, Gordian Compliance Solutions
Chris Tyrell, CEO & Founder, OfferBoard

11:00 – 11:30 AM Networking Break

11:30 – 12:20 PM Concurrent Offerings – Mixing Title III with Titles II or IV: risks and opportunities

Moderator: Mark Roderick, Founder, Flaster Greenberg
Freeman White, Head of Product, Fig.Co
Sara Hanks, Founder, CrowdCheck
DJ Paul, Founder, DJP & CO
Ron Miller, CEO & Founder, StartEngine
Jillian Sidotti, Esq., SyndicationLawyers

12:20 – 1:10 PM FINRA Audits – what broker-operated platforms and portals can expect

Moderator Georgia Quinn, iDisclose
Bryon Lyons, CEO, SDDCO Brokerage
Jonathan Self, CEO/COO, FundAmerica Securities
Oscar Jofre, CEO , KoreConX
James P. Dowd, CFA, Founder and Managing Director, North Capital Private Securities and North Capital, Inc.

1:10 – 2:00 PM Closing General Session: Policing bad operators, maintaining a healthy industry

Moderator: Chris Tyrell, Founder & CEO, OfferBoard
Lilah R. Blackstone, Asst Gen’l Counsel, Office of the General Counsel, DISB, Wash. D.C.
DJ Paul, founder, DJP and Co
John Berlau, Senior Fellow, Competitive Enterprise Institute
Sam Guzik, Founder, Guzik and Associates

15% OFF Promo Code: VerifyInvestor (Capital V, Capital I)
 

Register Now!

Comment

The Simplicity of the Verification Process for Both Issuers and Investors

Mihir Gandhi

Market demand for easier access to capital has resulted in a new type of exemption from what many businesses viewed as overly burdensome securities rules. The JOBS Act (Jumpstart Our Business Startups Act) created Rule 506(c) of Regulation D, opening the door for previously prohibited advertising and general solicitation in the capital raising process.

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[Event] FundIt - Crowdfunding Compliance, Marketing & Technology Conference

VerifyInvestor.com

April 26 & 27, 2016

Bellagio Hotel, Las Vegas, NV

 

15% OFF Promo Code: VerifyInvestor (Capital V, Capital I)
 

Register Now!

Network with over 300 top industry experts and panelists all under one roof including the exhibit ballroom!

Maximize your Business Development, consult and learn from the best in our industry during our sessions, breakouts and cocktail receptions at the beautiful Bellagio in Las Vegas.

FundIt Topics covered at this groundbreaking conference will include Titles II, III and IV, FINRA audits, risks of general solicitation, liability of platforms, EB-5 and international investors, state considerations and concurrent offerings all providing both authoritative analysis and practical advice.

Look for us at FundIt.

 

For 15% off use Promo Code: VerifyInvestor (Capital V, Capital I)

Register Now!

Comment

Protecting Investors’ Confidential Information during Verification

Mihir Gandhi

The U.S. Securities and Exchange Commission (SEC) requirement that investors, in certain types of securities offerings, be accredited is a tool in the SEC's investor protection toolkit. The verification process requires the sharing and review of certain personal and financial information that must be kept confidential and secure.

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A Review of the SEC's Final Rules for Investment Crowdfunding

Mihir Gandhi

It was long awaited by the small business community, and on October 30, 2015, the Securities and Exchange Commission (SEC) adopted final new rules pertaining to how companies can legally ‘solicit' and gain investment from ‘the crowd'.

"Regulation Crowdfunding"

The relevant section of the Securities Act, Section 4(a)(6), has been dubbed "Regulation Crowdfunding". The SEC has amended this section to allow companies to offer investment opportunities via advertising and/or general solicitation to all investors, even those who are unaccredited. In a bid to balance the fundraising needs of the business community with investor protection, the amended section contains a few important restrictions. Read more...

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[Event] Dynamic Capital Presents: CROWDFINANCING REAL ESTATE

VerifyInvestor.com

The Future of Commercial Real Estate
Investing & Finance: Equity & Debt

March 2, 2016

Los Angeles

Conference Agenda

In this extraordinarily valuable commercial real estate conference, you can expect to hear the answers to these questions from professional experts in online and offline real estate investing and financing.

    • Which online Real Estate platforms offer the best (and safest) returns?
    • Will platforms like RealtyMogul, PatchofLand, and RealtyShares continue to pay high interest to shareholders?
    • In a major downturn, will the major platforms have epic defaults? What will happen to those online platform’s investors?
    • Are any online platforms in danger of failing now and taking investors with them?
    • Will online platforms compete with Private Equity and Hedge Funds anytime soon?
    • Are there already too many online Real Estate platforms or will there be many more to come?
    • Will the low cost of debt change anytime soon?
    • Will the success of the Fundrise REIT be a game-changer?
    • In the near future will equity investments in Reg A+ offerings like Allegiancy’s replace real estate loans?
    • Will the major RE platforms like RealtyMogul, PatchofLand, RealtyShares, and others be acquired or go public?
    • Can the new SEC Crowdfunding rule (Title III) be used to finance smaller properties (up to $1MM) and will this rule bring non-accredited investors into real estate investing?
    • Is there a shortage of good deals or a shortage of money for the various traditional Debt, Alternative Debt, CMBS & Equity Markets Players?
    • Does the influx of foreign capital have any effect on the U.S. real estate market?
    • Is traditional Real Estate syndication still alive? Will it be replaced by online platforms?
    • What is the best way to structure real estate partnerships in this environment?
    • Will Private Equity and Hedge funds create their own online Real Estate Platforms?
    • What types of deals are the major private equity firms looking for?
    • How will the online platforms affect small brokerages?
    • How will online Real Estate investing affect the banks? Will they join in, like they have with peer-to-peer/marketplace lending?
    • Will the largest commercial real estate companies use online platforms to a greater extent?
    • Is online investing in real estate becoming a part of every portfolio? How does it rate as to safety against all other investments?
    • Will the platforms go to investments even smaller than $5000?
    • How will increased SEC scrutiny on real estate platforms and other deals affect the marketplace?
    • What future regulatory changes can we expect?
    • Are we witnessing a disruption in real estate financing, similar to what Google did to the Yellow Pages and Paper Maps?
1 Comment

Crowdfunding and 506(c) Offerings Important Differences

Mihir Gandhi

Crowdfunding has become a popular way for start-up entrepreneurs to raise – or attempt to raise – money for their new ventures. All you need is a good idea, a good marketing campaign, and a robust and engaged social network. While the JOBS Act and Rule 506(c) were intended to at least partially address the new crowdfunding reality, there are key differences. Read More...

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