Category Archives: Legal Issues and Regulation

SEC Updates JOBS Act Amendments Including Reg CF Funding Cap

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Crowdfund Insider | | Apr 5, 2017

Reg CF

The SEC has announced it has adopted amendments to increase the amount of money companies may raise under Reg CF or retail crowdfunding. Initially, Reg CF capped the amount allowable for issuers to $1 million. The SEC has adjusted the amount for inflation and increased the funding limit to $1.07 million. The threshold for investor limits was correspondingly increased in a similar fashion.

While the limit on Reg CF was slightly increased there is a movement in Congress seeking to raise the cap to perhaps $10 million, thus making the exemption more palatable for a wider range of issuers.

The funding cap, along with other limitations, have hobbled the utilization of the Reg CF as many issuers continue to utilize Reg D as it is less costly for companies raising money.

The SEC also approved amendments that adjust for inflation a threshold used to determine eligibility for benefits offered to “emerging growth companies” (EGCs) under the JOBS Act.

“Regular updates to the JOBS Act, as prescribed by Congress, ensure that the entrepreneurs and investors who benefit from crowdfunding will continue to do so,” commented SEC Acting Chairman Michael S. Piwowar. “Under these amendments, the JOBS Act can continue to create jobs and investment opportunities for the general public.”

The SEC is required to make inflation adjustments to certain JOBS Act rules at least once every five years after it was enacted on April 5, 2012.  In addition to the inflation adjustments, the SEC adopted technical amendments to conform several rules and forms to amendments made to the Securities Act of 1933and the Securities Exchange Act of 1934 by Title I of the JOBS Act.

The Commission approved the new thresholds March 31. They will become effective when they are published in the Federal Register.

Section 101 of the JOBS Act added new Securities Act Section 2(a)(19) and Exchange Act Section 3(a)(80) to define the term “emerging growth company” or EGC.  Pursuant to those sections, every five years the SEC is directed to index the annual gross revenue amount used to determine EGC status to inflation to reflect the change in the Consumer Price Index for All Urban Consumers (“CPI-U”) published by the Bureau of Labor Statistics. 

To carry out this statutory directive, the SEC has adopted amendments to Securities Act Rule 405 and Exchange Act Rule 12b-2 to include a definition for EGC that reflects an inflation-adjusted annual gross revenue threshold. 

See:  Katipult Secures Capital Partner for 2017 Growth

The JOBS Act also added new Securities Act Section 4(a)(6), which provides an exemption from the registration requirements of Section 5 under the Securities Act for certain crowdfunding transactions.  In October 2015, the SEC promulgated Reg CF to implement that exemption.  Sections 4(a)(6) and 4A of the Securities Act set forth dollar amounts used in connection with the crowdfunding exemption, and Section 4A(h)(1) states that such dollar amounts shall be adjusted by the SEC not less frequently than once every five years to reflect the change in the CPI-U published by the BLS.  The SEC has adopted amendments to Rules 100 and 201(t) of Regulation Crowdfunding and Securities Act Form C to reflect the required inflation adjustments.

Additionally, Sections 102 and 103 of the JOBS Act provided several exemptions from a number of disclosure, shareholder voting, and other regulatory requirements for any issuer that qualifies as an EGC. The exemptions reduce the financial disclosures an EGC is required to provide in public offering registration statements and relieve an EGC from conducting advisory votes on executive compensation, as well as from a number of accounting and disclosure requirements. 

The SEC said the regulatory relief provided under Sections 102 and 103 of the JOBS Act was self-executing and became effective once the JOBS Act was signed into law.  The technical amendments that the SEC is adopting conform several rules and forms to reflect these JOBS Act statutory changes.

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The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

 

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SEC denies a second application to list bitcoin product

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Reuters | Trevor Hunnicutt | March 28,2017

bitcoin2

NEW YORK (Reuters) - The U.S. Securities and Exchange Commission on Tuesday denied for the second time this month a request to bring to market a first-of-its-kind product tracking bitcoin, the digital currency.

The SEC announced in a filing its decision denying Intercontinental Exchange Inc's NYSE Arca exchange the ability to list and trade the SolidX Bitcoin Trust, an exchange-traded product (ETP) that would trade like a stock and track the digital asset's price. Previously, the regulatory agency said it had concerns with a similar proposal by investors Cameron Winklevoss and Tyler Winklevoss.

"The Commission believes that the significant markets for bitcoin are unregulated," the SEC said in its filing, echoing language from its decision earlier this month on the application by CBOE Holdings Inc's Bats exchange to list The Bitcoin ETF proposed by the Winklevoss brothers. On Friday, Bats asked the SEC to review its decision not to allow that fund to trade.

"We are reviewing the SEC's order and evaluating our next steps," said Daniel H. Gallancy, chief executive officer of SolidX Partners Inc, a U.S. technology company that provides blockchain services. NYSE did not immediately respond to a request for comment.

See:  From IPO to ICO: blockchain’s finance revolution

Bitcoin had scaled to a record of more than $1,300 this month, higher than the price of an ounce of gold, as investors speculated that an ETF holding the digital currency could woo more people into buying the asset.

But after denial of the Winklevoss-proposed ETF, the digital currency's price plunged as much as 18 percent. It has rebounded partially since then and was at $1,041 on Tuesday, roughly unchanged from the previous day.

Bitcoin is a virtual currency that can be used to move money around the world quickly and with relative anonymity, without the need for a central authority, such as a bank or government.

Yet bitcoin presents a new set of risks to investors given its limited adoption, a number of massive cybersecurity breaches affecting bitcoin owners and the lack of consistent treatment of the assets by governments.

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The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

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AngelList Syndicates now available to startups and investors across Canada

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Betakit | | Mar 28, 2017

AngelList logo

Last October, BetaKit reported on the long-awaited arrival of AngelList Syndicates to Canada, albeit in limited form, following the Ontario Securities Commission’s (OSC) decision to allow Ontario investors to lead and participate in AngelList Syndicates as part of a two-year trial program. Back then, AngelList’s advisor to Canada, Alex Norman, said it would be “just a matter of time until it’s across Canada.”

“Founders are building great companies from coast to coast and we can now help them succeed.”

As of today, AngelList Syndicates are available across Canada. Any Canadian startup can now raise funds on the platform, and accredited Canadian investors can now apply to invest on the platform (unsure if you’d qualify? read our extensive breakdown of how AngelList works).

“We are excited that the CSA [Canadian Securities Administrators] has approved AngelList Syndicates countrywide,” Norman told BetaKit. “Founders are building great companies from coast to coast and we can now help them succeed by providing access to capital/funding via the AngelList platform.”

See:  Angel investing was always male-dominated. That’s finally changing

As part of the October announcement, Creative Destruction Lab and NEXT Canada were identified as the two launch members of the OSC’s Approved Incubator Program, which allows investors to invest in a subset of companies and not count towards the Ontario investor limit (more on that here). Since then, the OCE and YEDI have been added to the AIP list, and is looking to take applications from organizations across Canada. Interested incubators, accelerators, “technology transfer offices” and organizations that meet the criteria listed below should drop AngelList a line via email.

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The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

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Are Overseas Portals the Next Big Thing in US Equity Crowdfunding?

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Crowdfund Insider | By | March 21, 2017

Non-resident US funding portal registration

Much excitement has been generated with the enactment of Regulation Crowdfunding (Reg CF) and the ability of non-accredited investors to invest in startup companies in the United States. The SEC recently reported that while early capital raising efforts is still growing, Regulation Crowdfunding has provided a new mechanism for small, domestic issuers to raise capital that was previously unavailable.

There is speculation that soon, with a Republican Administration in Washington focused on deregulation, Regulation Crowdfunding may be a “huge” beneficiary, including an expansion permitting an issuer to raise $5 or perhaps even $10 million per annum, rather than the current $1 million limit. While a common complaint during its first year is that the issuers themselves must be domestic United States companies, the same does not hold true for crowdfunding portals.

Regulation Crowdfunding specifically permits “nonresident” funding portals to operate in the United States.

A nonresident funding portal is a funding portal incorporated in or organized under the laws of a jurisdiction outside of the United States, or having its principal place of business in any place not in the United States. Thus you can operate overseas and still be permitted to engage in business as a U.S. funding portal.

See:  Title III Crowdfunding For Real, Part I

Nonresident portals can quickly broaden US crowdfunding efforts to overseas, and raise foreign investor (crowd) capital for US companies. This together with the benefit that a crowdfunding portal is specifically exempt from broker-dealer registration under Exchange Act section 15(a), provides ample incentive to foreign entrepreneurs to seek to participate in US small issuer capital formation.

Nonresident funding portals share the same benefits as domestic funding portals, including the right to post offerings on their portal and receive transaction-based compensation (commission and equity) for their services. Nonresident funding portals may even have a competitive advantage in accessing capital for US crowdfunding offerings. MrCrowd.com and its CEO Allen Au, based in Hong Kong, appear to be the first nonresident funding portal to see an opportunity and become registered with FINRA.

For the US Securities and Exchange Commission (SEC) to permit nonresident funding portals to be based outside of the US, the portals must be subject to SEC and Financial Industry Regulatory Authority (FINRA) regulation. Registration of a nonresident portal is conditioned on an information sharing arrangement in place between the SEC and the competent regulator in the jurisdiction under the laws where the nonresident funding portal is organized or has its principal place of business.

Continue to the full article --> here

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

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Presentation Decks from #CCS2017 (for Attendees ONLY)

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Thank you for attending the 2017 Canadian Crowdfinancing Summit (#CCS2017)!

CCS2017 Don't miss it!

 

CCS2017 Presentation Decks Available for Attendees Only (otherwise Confidential)

FEB 28:  Pre-Summit Workshops (OneEleven)

  1. FundingNomad Session:  Profit-Sharing or Royalty Deals for Investors & Issuers (download)
  2. Crowdmatrix Showcase:
  3. BrightSpark Ventures Workshop:  How to Invest in Early Stage Companies (download)
  4. R2Crowd Presentation:  How to Invest in Real Estate if You Don't have a Rich Uncle? (download)

MAR 1:  CCS2017 Summit (MaRS)

  1. Morning Keynote: Equity Crowdfinance:  Past, Present and Future by Ryan Feit, SeedInvest (download)
  2. Show me the Money: How We Raised USD $100+ Million (Art or Science?)
    by Zach Smith, Funded Today (download)
  3. Canadian and Global Alternative Finance Markets: Volume, Trends and Key Indicators by E.J. Reedy of University of Chicago - Polsky Center for Entrepreneurship & Innovation, Alixe Cormick of Venture Law Corp and Daryl Hatton of FundRazr (download)
  4. Blockchain ICOs:  The Future of Online Investing or Regulatory Crisis? by Alan Wunsche, Blockchain Canada (download)
  5. How Online Funding Platforms Give Voice to a Shared Value Economy by Paul Allard, Impak Finance (download)
  6. Marketplace Lending:  Made for the People, By the People by Cato Pastoll, Lending Loop (download)
  7. Growing Your Business Faster with Diversity by Tabitha Creighton, iQMetrix and Eva Wong, Borrowell (download)
  8. Industry Experts and National Regulatory Perspectives: What to Expect in 2017?  by Jason Saltzman, (Gowling WLG), Pat Chaukos (OSC LaunchPad), Elliott Mak and Zach Masum (BCSC), Denise Weeres (ASC), and Gabriel Araish (AMF) (download OSC deck)
  9. LUNCH & LEARN:  Strategies to Protect Your Revenue by Securing Intellectual Property (IP) Rights before Launching by Tony Sebata, Sabeta IP (download)
  10. Regulatory Presentation and Q&A:  FINTECH & P2P/ONLINE LENDING 
    1. Part 1:  Zach Masum, BCSC (download); and
    2. Part 2:  Amy Tsai, OSC LaunchPad (download)
  11. Bootstrapping:  From Concept to Revenue Under in 9 Months for Under $4k by Timothy Jodoin, Edispin (download)
  12. Regulatory Presentation and Q&A:  EQUITY CROWDFUNDING/FINANCE by Gabriel Araish (AMF), Elliott Mak (BCSC), Gloria Tsang (OSC), and Denise Weeres (ASC) (download)
  13. Applying Design Thinking to Maximize Interaction on Your Website (Coming soon)
  14. How I Created an Automated Networking Machine to Meet Hundreds of Investors & VCs by Joshua Fetcher, Autopilot (download)
  15. Post-Crowdfunding Best Practices:  How to Deliver On Time On Budget - Everything you need to Know by Gareth Everard (Rockwell Razors), Owen MacMullin (DHL Canada), and Mary-Rose Sutton (Shopify) (download)
  16. The Future of Fintech:  Is Canada becoming a World Class Fintech Hub?  by Sue Britton (Fintech Growth Syndicate), Bilal Khan (OneEleven), Jake Hirsch-Allen (LinkedIn), Jim Orlando (Omers Ventures), Amelia Young (Upside Consulting Group) and Philippe Garneau (BWG Brand Engineering) (download)
  17. CLOSING KEYNOTE:  Transformative Strategies and Insights for Alternative Finance Market Growth by Martin Graham (Fineqia and London Stock Exchange) (download)

Live Pitching Presentation Decks (MaRS):

  1. Seedlify by Sam Kawtharani (download)
  2. Tripian by Cenan Yunusoglu (download) *Session 1 Pitch Winner
  3. XYZ Interactive (UVolt replacement) by Michael Kosic (download)
  4. Curexe by Johnathan Holland (download)
  5. Knote by Ron Glozman (download) *Session 2 Pitch Winner
  6. Zoom.ai by Roy Pereira (download)
  7. DashMD by Zack Fisch (download) *Session 3 Pitch Winner
  8. Better Current by Colin Campbell (download)
  9. CertClean by Jenise Lee (download)
  10. ShareWiz by Oz Demirel (download)
  11. Emerge by Alexandru Horghidan (download) *Session 4 Pitch Winner
  12. Triclops Technologies by Meng Xi Zhu (download)

Congratulations to the 4 live pitching companies:

Tripian (Cenan Yunusoglu), Knote (Ron Glozman), Dash MD (Zack Fisch), and Emerge (Alexandru Horghidan)!


Other links you may be interested in:

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THANK YOU TO ALL OUR #CCS2017 SPONSORS AND PARTNERS!

CCS2017 Partner slide 1

CCS2017 Partner slide 2

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

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#CCS2017 Industry Leaders Connect at 3rd Annual NCFA Fintech & Funding Summit

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NCFA Canada | CCS2017 Committee | March 10, 2017

CCS2017 photo collage2

NCFAs Innovation Finance Summit A Great Success!

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

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OSC Highlights Potential Securities Law Requirements for Businesses Using Distributed Ledger Technologies

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OSC Release | March 8, 2017

OSC_150

TORONTO, March 8, 2017 /CNW/ - The Ontario Securities Commission (OSC) is advising businesses that use distributed ledger technologies (DLT), such as blockchain, as part of their financial products or service offerings that they may be subject to Ontario securities law requirements.

"Many uses of distributed ledger technologies have the potential to increase transparency and efficiencies in our capital markets, and we are keen to support this type of innovation," said Pat Chaukos, Chief of OSC LaunchPad.

"Because this is a novel area, businesses may not be aware that some uses of this technology could trigger securities law requirements. We encourage these businesses to speak with us about securities law and investor protection requirements that may apply."

Businesses are using DLT in a variety of ways. DLT may be used as the underlying technology in trading, clearing and settling securities. For example, DLT may be used to facilitate issuances of equity and debt securities and to track their ownership. DLT are core to a growing number of new virtual or digital assets. Businesses may also, for example, facilitate initial coin or token offerings where ownership of the coins or tokens is tracked using DLT, or may establish investment funds with DLT-based virtual currencies in their portfolios. Products or other assets that are tracked and traded as part of a distributed ledger may be securities, even if they do not represent shares of a company or ownership of an entity. Businesses' specific use of DLT may trigger Ontario securities law requirements, including the need to be registered or file a prospectus.

Any business that is operating or planning to operate a DLT-based venture should consider the different types of offerings that involve securities within the meaning of the Ontario Securities Act (e.g. evidence of title to or interest in the capital, assets, property, profits, earnings or royalties of any person or company, a product that is an investment contract); the types of trading activities that will occur; and whether registration as a dealer, adviser and/or investment fund manager is required.

If a person or company is offering securities to the public in Ontario, they must file a prospectus or rely on an exemption from the prospectus requirement.

Businesses with questions about securities law requirements that may apply to their DLT-based activities are encouraged to contact OSC LaunchPad at osclaunchpad@osc.gov.on.ca, (416) 596-4266 (Local) or 1-844-405-1339 (Canada toll-free).

"We welcome the opportunity to work with these businesses and help them understand and navigate potential regulatory requirements," added Chief Chaukos.

OSC LaunchPad (www.osclaunchpad.ca) is the first dedicated team by a securities regulator in Canada to provide direct support to eligible fintech businesses in navigating regulatory requirements. OSC LaunchPad strives to keep regulation in step with digital innovation.

The mandate of the OSC is to provide protection to investors from unfair, improper or fraudulent practices and to foster fair and efficient capital markets and confidence in the capital markets. Investors are urged to check the registration of any persons or company offering an investment opportunity and to review the OSC investor materials available at http://www.osc.gov.on.ca

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SOURCE Ontario Securities Commission

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country. NCFA Canada provides education, research, leadership, support and networking opportunities to over 1500+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada. Learn more at www.ncfacanada.org.

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