Ontario introduces the Credit Unions and Caisses Populaires Act, 2020
Under the SEC’s rules, it is up to the president to appoint an interim chair when the commission chair leaves“Working alongside the incredibly talented and driven women and men of the SEC has been the highlight of my career,” Clayton, an independent who was sworn in on May 4, 2017, for a five-year term, said in a statement.
Category Archives: Equity Crowdfunding, Alternative Funding
Catching the Wave: Capitalize on New Opportunities in Private Placements
Katipult | Vuk Stojkovic | Dec 23, 2020
Private markets just completed a decade of explosive growth. According to McKinsey’s “A new decade for private markets” review, 2019 saw record numbers in terms of private placement volume, with global private deal annual volume reaching $919B. The opportunity is here, and it is enormous. This article covers select insights from industry thought leaders on the latest trends in technology-first private placement markets.
5 Private Placement Insights
Market Growth
Currently, forecasts are putting global alternative AUM at over $20 trillion by 2025, which is twice the value they were at in 2018. The number of deals more than doubled from 2009 to 2019. Behind these figures is strong investor demand, supercharged by recent regulatory changes.
Regulatory Changes
Recent SEC regulatory changes have served as a catalyst and provided more options for equity capital markets to source capital from individual investors, creating a necessity for organizations to prioritize building out compliance and syndication processes for retail participation. Due to the administration involved with the participation of larger numbers of investors, many firms have only made their private deals available to institutional investors, with retail participation hovering around 10%. Firms looking to capitalize on the new influx of retail investors are prioritizing efficiency improvements of internal processes.
New Investor Class Emerging
According to Blackstone, the percentage of its capital contribution by retail investors will shift dramatically in the first half of the next decade. By 2025 retail investors are projected to have a level of capital contribution equal to that of institutional investors. This means that organizations seeking sustainable growth in the space need to couple their private placement strategy with internal technology projects that prioritize building out compliance and syndication processes necessary for retail distribution.
See: Top Investors Advice To Prepare For The Next Decade
Although the demand for private deals is reaching record highs, there is not enough accessible supply of investment opportunities. As a result, competition amongst quality firms is accelerating to fulfil investor appetite.
The Bottleneck: Manual Processes
Firms relying on spreadsheets, email, and physical mail in 2020 will find it increasingly difficult to scale their business. The main factor behind the low rate of retail participation in deals is the inability of firms to increase the number of investors they are able to service without significantly expanding their workforce. The largest culprit is the legacy systems and processes that bring inefficiency to workflows such as investor onboarding, document execution, signature collection, and payment reconciliation.
On top of not being scalable, these outdated processes often come with human error and correction efforts are tedious, expensive, and create opportunity cost. A situation such as COVID-19 only exacerbates these issues since the old processes are simply not equipped to handle the logistical challenges organizations are now faced with. Centralizing these workflows on an online platform is allowing firms to maintain business continuity while simultaneously removing old operational issues.
Top Firms are Digitizing
Even though there is now an industry consensus on the value added by digital solutions, many smaller firms have not yet committed to a necessary digital transformation strategy like the industry’s largest firms. There are various reasons keeping organizations from making technology a priority, however their competitiveness is declining as a result. While the goals of digitization projects may vary from firm to firm, some common business outcomes that need to be addressed include lowering operational costs, enhancing investor experiences, driving new revenue, and improving reporting and decision making.
See: Digital Financial Inclusion in the Times of COVID-19
Three Must-Have Solutions When Digitizing
Replacing labor-intensive, ad hoc tasks with standardized and automated workflows will deliver benefits across all business segments; accelerate growth through shortening the deal cycle, enhance investor relationships and drive cost reduction and back-office productivity.
It should be noted that back office efficiency is not the only facet of digitization that delivers value to firms; the adverse impact that manual processes have on the quality of investor experience is also eliminated. Whether it is during the onboarding process or after the fact, users should be able to complete all interactions with a firm conveniently and access all necessary information in a way that is intuitive and seamless. Platforms that help organizations achieve this are going to be much more than a productivity tool by the people using them.
1. Investor Onboarding
This crucial part of the investor journey is perhaps most visibly impacted by solutions such as the one offered by Katipult. The onboarding process is currently plagued with inefficiencies that can be entirely removed by digitizing the entire workflow. This includes systems to manage digital form submissions, ensure compliance, and automate KYC.
See:
SEC Proposes to Update Accredited Investor Definition to Increase Access to Investments
Alberta and Saskatchewan securities regulators seek comment on proposed new exemption designed to facilitate access to capital
2. Subscription Document Generation (smart forms)
Smart forms are a high impact feature of private placement software that allow firms to scale the volume of deals without expanding the workforce. Smart forms keep track of appropriate investment vehicles and investor exemptions, and merge all required information in a guided workflow to ensure accurate execution of signatures and initials.
3. E-Signatures
High on the list of priorities for leading firms has been replacing “wet” signatures with their electronic or digital counterparts. This allows firms to avoid playing tag with investors whose investments can’t move forward because of a missing signature. Collecting these electronically plays an important part in improving both the company’s back office efficiency as well as the investor experience.
It is important to understand the business fit of an e-signature solution before you go ahead with the implementation. There are many off-the-shelf solutions available on the market and companies need to plan in order to avoid going through a huge digitization project that ends up with disjointed solutions that don’t work together. A fully integrated solution is key, so whether you decide to integrate separate solutions or find one purpose-built for your platform, just make sure you have a clear path to making the whole ecosystem work together.
About the Author: Brock Murray is Head of Global Development & Director as well as co-founder and founding CEO of Katipult | TSXV: FUND. Under his leadership the company entered 20 unique regulatory environments, successfully completed a public listing, and attracted enterprise customers such as ATB Financial.
This article appears as a featured article in NCFA's digital magazine, Fintech Confidential (Issue 3 Dec 2020). Click to read the latest thought leadership, insights and trends about Fintech in Canada:
Checkout NCFA's digital magazine, Fintech Confidential (Issue 3, Dec 2020) --> here
The National Crowdfunding & Fintech Association (NCFA Canada) is a financial innovation ecosystem that provides education, market intelligence, industry stewardship, networking and funding opportunities and services to thousands of community members and works closely with industry, government, partners and affiliates to create a vibrant and innovative fintech and funding industry in Canada. Decentralized and distributed, NCFA is engaged with global stakeholders and helps incubate projects and investment in fintech, alternative finance, crowdfunding, peer-to-peer finance, payments, digital assets and tokens, blockchain, cryptocurrency, regtech, and insurtech sectors. Join Canada's Fintech & Funding Community today FREE! Or become a contributing member and get perks. For more information, please visit: www.ncfacanada.org
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December 2020 Magazine: NCFA Fintech Confidential (Vol 1. Issue 3)
The National Crowdfunding & Fintech Association (NCFA Canada) is a financial innovation ecosystem that provides education, market intelligence, industry stewardship, networking and funding opportunities and services to thousands of community members and works closely with industry, government, partners and affiliates to create a vibrant and innovative fintech and funding industry in Canada. Decentralized and distributed, NCFA is engaged with global stakeholders and helps incubate projects and investment in fintech, alternative finance, crowdfunding, peer-to-peer finance, payments, digital assets and tokens, blockchain, cryptocurrency, regtech, and insurtech sectors. Join Canada's Fintech & Funding Community today FREE! Or become a contributing member and get perks. For more information, please visit: www.ncfacanada.org
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Ontario Credit Unions will be permitted to sell exempt market securities including 45-108-Crowdfunding
Torys LLP | Blair W. Keefe, Eli Monas, William R. Walters | Dec 3, 2020
Ontario introduces the Credit Unions and Caisses Populaires Act, 2020
As part of its 2020 Budget1, the Government of Ontario has introduced the Credit Unions and Caisses Populaires Act, 2020 (Act) which will replace the existing Credit Unions and Caisses Populaires Act, 1994 (CUCPA). We outline some of the key changes in our latest guidance.
What you need to know
- Expanded capital raising options: Ontario credit unions will be permitted to sell securities through the exempt market under National Instrument 45-106-Prospectus Exemption and National Instrument 45-108-Crowdfunding.
- Increased scope of permitted business: Ontario credit unions will be able to engage in any trade or business that is not otherwise authorized under the Act with the FSRA CEO’s written approval (with some limitations); make loans to non-customers; and sell insurance in branches and on their websites.
- Updated governance: Ontario credit unions will be required to implement a code of conduct and file board gender diversity reports, while the governance provisions of the Act have been streamlined to be more principles based.
- Increased administrative flexibility: Meeting rules have been updated with more technology neutral language to allow for alternatives to in-person meetings and voting, while record-keeping requirements have been liberalized to allow for storage outside of Ontario.
- Stakeholder engagement: The Ontario government intends to work with stakeholders on necessary regulations to the Act and with FSRA to develop Authority rules. With completion of this phase targeted for the end of 2021, the Ontario government’s goal is for the Act to come into force in 2022.
The details
The Act is the outcome of a review process that began with a consultation on the development of a new legislative framework for Ontario credit unions in 2019 and a subsequent legislative review which was completed earlier this year.
See: SEC Votes to Approve Changes to Regulation Crowdfunding Increasing the Maximum Raise to $5 Million
Overall, a significant proportion of the CUCPA's content has been retained in the Act, but with much of the detailed, prescriptive content removed to be set out in regulations and Authority rules (i.e., the rules of the principal regulator of Ontario credit unions), the Financial Services Regulatory Authority of Ontario (FSRA)2. Significant changes have been made, however, that should provide Ontario credit unions with a more liberalized and modern legislative regime, most notably with respect to capital raising and business powers, governance, and administrative practices.
I. Capital raising and business powers
Ontario credit unions will have readier access to capital as the Act includes provisions to permit Ontario credit unions to sell securities through the exempt market under National Instrument 45-106-Prospectus Exemption and National Instrument 45-108-Crowdfunding.
Currently, Ontario credit unions can raise capital by selling securities to their members which requires the filing of an offering statement with FSRA, in accordance with the CUCPA, or filing a prospectus with the Ontario Securities Commission (OSC). While the existing framework was originally intended as a less burdensome alternative to filing a prospectus with the OSC, the new ability to raise capital through the exempt market will offer Ontario credit unions a more streamlined and cost-effective approach.
The Act will also significantly expand the scope of business that an Ontario credit union may undertake, most notably with respect to ancillary businesses, lending, and insurance. The Act has removed the requirement that an Ontario credit union may only engage in businesses "reasonably ancillary to the provision of financial services".
Instead, an Ontario credit union will now be permitted to engage in any trade or business that is not otherwise authorized under the Act with the FSRA CEO's written approval (subject to any conditions or limitations which may be prescribed by the Authority rules) (section 139).
See: NCFA Response to the Modernizing Ontario’s Capital Markets Consultation Taskforce
Furthermore, under the Act, an Ontario credit union will be permitted to make loans to non-members (section 154). In addition, while the existing provision of the CUCPA restricting an Ontario credit union's insurance business will remain unchanged in substance, the Ontario government has stated in "Ontario's Action Plan 2020" that Ontario credit unions will be permitted to sell insurance within branches and on their websites and that the new Act will provide “opportunities for insurance intermediaries and credit unions to seek mutually beneficial business relationships that could reduce costs".
The final scope and effect of these new business powers will only become clear with the publication of the applicable regulations and Authority rules, but the indications are that Ontario credit unions will have a wide range of new opportunities to expand their client base, business partnerships, and product offerings.
Continue to the full article --> here
The National Crowdfunding & Fintech Association (NCFA Canada) is a financial innovation ecosystem that provides education, market intelligence, industry stewardship, networking and funding opportunities and services to thousands of community members and works closely with industry, government, partners and affiliates to create a vibrant and innovative fintech and funding industry in Canada. Decentralized and distributed, NCFA is engaged with global stakeholders and helps incubate projects and investment in fintech, alternative finance, crowdfunding, peer-to-peer finance, payments, digital assets and tokens, blockchain, cryptocurrency, regtech, and insurtech sectors. Join Canada's Fintech & Funding Community today FREE! Or become a contributing member and get perks. For more information, please visit: www.ncfacanada.org
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Investment Crowdfunding Advocates Join to Launch New Fintech Startup GUARDD in Move to Boost Secondary Markets for Exempt Securities
Crowdfund Insider | | Nov 24, 2020
The exempt securities marketplace can be arcane and challenging to manage for entrepreneurs seeking to raise capital. The advent of online capital formation has helped to democratize access to capital as well as streamline securities offerings but hurdles do remain. A new startup co-founded by several prominent names in the investment crowdfunding industry seeks to facilitate secondary transactions for private securities.
Sherwood “Woodie” Neiss, co-founder of Crowdfund Capital Advisors, Doug Ellenoff, Managing Partner of Manhattan law firm of Ellenoff, Grossman, and Schole, and Jim Dowd, founder and CEO of North Capital Private Securities, have joined to launch GUARDD: A Fintech designed to support secondary market trading for private company securities, including digital assets/tokens to facilitate compliance with both federal transparency requirements and state blue sky laws.
According to a note from the company, GUARDD enables the necessary disclosure and dissemination of private company information for investors, regulators, and market participants. This allows issuers to comply with federal and state financial disclosure requirements related to the trading of private company securities in secondary markets, thus addressing a challenge regarding exempt securities that tend to be illiquid. Overall, more liquidity can help price discovery while boosting interest in private securities.
Following the announcement that the platform is now live, Crowdfund Insider contacted Neiss with questions regarding the platform’s operations and his expectations for GUARDD. Our discussion is shared below.
You have been in the securities crowdfunding space for a long time so you understand the sector well. How did the concept for GUARDD emerge?
Woodie Neiss: When the final rules came out for Regulation Crowdfunding (Reg CF) we knew that these securities could be available for secondary transfer after the one-year holding period was up. We also knew for Regulation A+ offerings those securities could be transferred immediately. However, nothing in the rules addressed the obstacles issuers would have to face to be in compliance with state laws that govern the secondary transfer of securities nor pre-empted state laws.
See: SEC Votes to Approve Changes to Regulation Crowdfunding Increasing the Maximum Raise to $5 Million
At that point, a seed was planted but it didn’t sprout until the industry had a chance to evolve and Online Investment Platforms, as well as Alternative Trading Systems (ATSs), started to express interest in facilitating the secondary transfer of securities.
At this point, we knew that it would be incredibly difficult and costly for issuers to tackle the 50 different state laws that govern the secondary transfer of securities. But we also knew the Manual Exemption could be a pathway. It would require getting issuers to provide ongoing disclosures in a National Securities Manual. Such a pathway for private companies didn’t exist. It was then that we decided to embark on developing a Technology solution to enable this.
Effectively, you are making private securities compliant under Blue Sky rules for secondary transactions. How do you accomplish this?
Woodie Neiss: There are very few exemptions under which issuers do not have to register their offerings or resales under state laws. These include non-solicitation and private isolated offers and sales to accredited investors. The only way one can have broad exemption is to publish ongoing company and financial information in what is known as a National Securities Manual. We spent almost 3 years building the technology and solution and socializing it with NASAA and the state regulators.
See: Bid – Ask: Seedrs Secondary Market Now Allows Variable Pricing for Listed Securities
GUARDD standardizes private company reporting much like a 10k or a 10q does for a public company. We work with issuers that have performed an audit so that a CPA has verified the integrity of information disclosed. We then take their GUARDD report and audit, run it through our blue sky compliance team, and publish it in a National Securities Manual.
Continue to the full article --> here
The National Crowdfunding & Fintech Association (NCFA Canada) is a financial innovation ecosystem that provides education, market intelligence, industry stewardship, networking and funding opportunities and services to thousands of community members and works closely with industry, government, partners and affiliates to create a vibrant and innovative fintech and funding industry in Canada. Decentralized and distributed, NCFA is engaged with global stakeholders and helps incubate projects and investment in fintech, alternative finance, crowdfunding, peer-to-peer finance, payments, digital assets and tokens, blockchain, cryptocurrency, regtech, and insurtech sectors. Join Canada's Fintech & Funding Community today FREE! Or become a contributing member and get perks. For more information, please visit: www.ncfacanada.org
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Top 5 legal considerations every tech entrepreneur should know
Gowling WLG | Tara Amiri-Khaledi | Nov 24, 2020
As an entrepreneur trying to get your business off the ground, there are many factors to think about and the legal "stuff" may easily be forgotten. In this article, we touch on the top 5 considerations entrepreneurs need to think about when starting out.
Term Sheets
Once you have structured your business, you will have your idea tested (hopefully) and you will need capital. One typical way is to look for parties that will invest in start-ups such as angel or venture capital investors ("VC"). At this point, you will hear the term "Term Sheet" a lot.
See:
Debt vs. Equity Financing: Pros And Cons For Entrepreneurs
7 Types of Investors to Avoid Like The Plague When Trying To Raise Capital For Your Startup
Convertible Debt vs. Equity: Which Is Right for Your Startup?
At its simplest form a term sheet is a summary big picture document of key terms agreed upon between the entrepreneur and the VC in contemplation of a financing and will cover, at a minimum, "economics issues" (valuation of the company, i.e. how much money for what percentage of the company) and "control issues" (who will run the company). The term sheet is an important document, as it signals that the VC is serious about an investment and will serve as a roadmap for the relationship between the parties.
Provisions included in a term sheet are typically non-binding and at least subject to due diligence, other than confidentiality and exclusivity provisions which require the parties to keep the information disclosed VC between them confidential and only negotiate with each other for a specified agreed upon period of time (typically 30-60 days), which are usually binding on the parties.
Shareholders Agreements
Following the execution of a non-binding term sheet, the VC will typically work with the entrepreneur to complete its due diligence and prepare definitive legal documents, which typically includes a shareholders agreement.
See: Why Partnerships Are the Future for Fintech
A shareholders agreement is a contract between all of the shareholders of a company and the company itself. It attempts to: (i) structure the relationship between the shareholders of a company, (ii) create certainty and set the expectations between the parties, and (iii) anticipate and address many of the potential future disputes. A shareholders agreement can also be an effective way to set out the details of how a business will be run. It is important to think about the business and the shareholders and their specific needs when drafting this document and anticipate what is needed in each case. This document, while containing certain typical provisions, can be tailored to the specific needs of each group (i.e. there is no "simple standard shareholders agreement).
Rights that VC or major investors look for when investing in a business
So what are these rights that are negotiated in a term sheet and then ironed out in a shareholders agreement?
Other than terms relating to economics (valuation of the company) and control (who will make decisions and run the company), the following are some of the rights VC and major investors look for when investing in a new company:
Liquidation preference - preference in getting paid out first in the event of liquidation of the company;
Participation rights - right to participate in future financings to maintain percentage ownership;
Veto rights - right to prohibit certain material or significant changes for the company;
Anti-dilution rights - protection against the company issuing shares at a valuation lower than the valuation represented by the VC investment;
Vesting - a VC will want to make sure that the founders are motivated to stay and grow the company, as a result, they will likely request that shares owned by the founders become subject to vesting based on continued employment (and then become "earned") over a period of time. Typical vesting for founders is monthly vesting over a 36 to 48-month period, with the first 12 months of vesting delayed until 12 months of service are completed. A form of vesting that is usually acceptable to VCs is the so-called "double trigger" acceleration vesting, where vesting accelerates and shares are considered "earned" if the company is acquired and if the buyer terminates the founder's employment without cause after such acquisition;
See:
Top Investors Advice To Prepare For The Next Decade
Retail investors are becoming more than shareholders
Drag along and tag along - a drag-along provision is a clause that allows majority shareholders to force the minority shareholders to join in on a sale of their shares. This prevents small shareholders from creating a roadblock to an acquisition by objecting or exercising appraisal or dissenters rights under applicable law. Tag-along rights on the other hand allow minority shareholders to sell their stakes in a company if a majority shareholder wishes to sell its stake in a company. Tag-along rights are usually good for minority shareholders because they allow the shareholders to capitalize on a deal that another shareholder is able to strike. These clauses (tag-along and drag-along) balance each other out and are typically either both included or left out of a shareholders agreement; and
Information rights - right to obtain certain information such as financial information.
Continue to the full article --> here
The National Crowdfunding & Fintech Association (NCFA Canada) is a financial innovation ecosystem that provides education, market intelligence, industry stewardship, networking and funding opportunities and services to thousands of community members and works closely with industry, government, partners and affiliates to create a vibrant and innovative fintech and funding industry in Canada. Decentralized and distributed, NCFA is engaged with global stakeholders and helps incubate projects and investment in fintech, alternative finance, crowdfunding, peer-to-peer finance, payments, digital assets and tokens, blockchain, cryptocurrency, regtech, and insurtech sectors. Join Canada's Fintech & Funding Community today FREE! Or become a contributing member and get perks. For more information, please visit: www.ncfacanada.org
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SEC Chair Clayton to exit, giving Biden early chance to name key regulator
Politico | Kellie Mejdrich | Nov 16, 2020
Under the SEC’s rules, it is up to the president to appoint an interim chair when the commission chair leaves
SEC Chair Jay Clayton plans to leave the commission at the end of the year, departing from the market regulator about six months before his term is up, the agency announced Monday morning.
Clayton's departure will be among the first of what will be a wave of exits from the Trump administration as Joe Biden is sworn in as the new president. Under the SEC’s rules, it is up to the president to appoint an interim leader when the commission chair leaves.
The announcement did not say where Clayton is headed next. But his departure was expected after he told the House Financial Services Committee this summer that he wanted to return to New York. That was shortly after President Donald Trump announced his intention to nominate him to be U.S. Attorney for the Southern District of New York.
That appointment never happened, as Geoffrey Berman, then-U.S. attorney for the Southern District, refused to step down. The political flap was resolved when Berman was replaced by his deputy.
Clayton came to the SEC after more than two decades working at the Wall Street powerhouse firm Sullivan & Cromwell, representing banks such as Goldman Sachs. During his tenure at the regulator, he was criticized by Democrats for taking a light touch on enforcement and for expanding U.S. capital markets to include broader allowances for private offerings and proposing to dramatically cut down disclosures for many hedge funds.
Clayton also drew fire from Democrats for his approach to implementing a call in the landmark Dodd-Frank law to heighten an investment advice standard to avoid conflicts of interest among broker-dealers. Detractors said it did not apply the highest fiduciary standard of care that is followed by registered investment advisers.
See: Why a Biden win could be good for fintech
Despite the criticism of his time at the market regulator, the total of 3,152 enforcement cases brought under Clayton's chairmanship was actually higher than that of former SEC Chair Mary Jo White — a onetime federal prosecutor and appointee of President Barack Obama — during her tenure from 2013 to 2017.
Clayton also guided the SEC as it stepped into major legal fights during an unprecedented era of celebrity venture capitalist activity. The agency sued Elon Musk over tweets about taking his electric car maker Tesla private, and went after Elizabeth Holmes's blood testing company, Theranos. Both cases resulted in tough consequences for the executives, though some critics said the penalties involved were not harsh enough.
Continue to the full article --> here
The National Crowdfunding & Fintech Association (NCFA Canada) is a financial innovation ecosystem that provides education, market intelligence, industry stewardship, networking and funding opportunities and services to thousands of community members and works closely with industry, government, partners and affiliates to create a vibrant and innovative fintech and funding industry in Canada. Decentralized and distributed, NCFA is engaged with global stakeholders and helps incubate projects and investment in fintech, alternative finance, crowdfunding, peer-to-peer finance, payments, digital assets and tokens, blockchain, cryptocurrency, regtech, and insurtech sectors. Join Canada's Fintech & Funding Community today FREE! Or become a contributing member and get perks. For more information, please visit: www.ncfacanada.org
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The Investments Most of Us Can’t Buy
CATO Institute | Jennifer J. Schulp and Caleb O. Brown | Nov 11, 2020
Regular folks don’t have access to a vast array of investments, and that’s because of Securities and Exchange Commission rules. Why is that? Jennifer Schulp explains.
"Jennifer Schulp says that it is time for the SEC to give Americans the freedom to choose their investments. As it stands, the accredited investor definition decreases community investment and restricts the market."
Continue to the full article --> here
The National Crowdfunding & Fintech Association (NCFA Canada) is a financial innovation ecosystem that provides education, market intelligence, industry stewardship, networking and funding opportunities and services to thousands of community members and works closely with industry, government, partners and affiliates to create a vibrant and innovative fintech and funding industry in Canada. Decentralized and distributed, NCFA is engaged with global stakeholders and helps incubate projects and investment in fintech, alternative finance, crowdfunding, peer-to-peer finance, payments, digital assets and tokens, blockchain, cryptocurrency, regtech, and insurtech sectors. Join Canada's Fintech & Funding Community today FREE! Or become a contributing member and get perks. For more information, please visit: www.ncfacanada.org
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