Funding a new business is never easy. However, a few recent developments may – just may – make it a bit easier down the road.
For starters, the use of crowdfunding – that is, financing a project or company with small amounts of money from large groups of individuals, who typically contribute via an online crowdfunding platform – continues to grow. More than 1 million crowdfunding campaigns from around the globe raised $2.7 billion last year, a jump of 81 percent from 2011, research firm massolution recently reported. North America and Europe accounted for about 95 percent of the market. Moreover, massolution predicts volumes will continue to grow, topping $5 billion in 2013.
In a related story, in late March, the U.S. Securities and Exchange Commission wrote to FundersClub, telling it that the Commission would not pursue enforcement action against the firm. FundersClub calls itself an online marketplace that allows accredited investors to become equity holders in FundersClub-managed venture funds – which then fund pre-screened, private companies.
At issue was the fact that FundersClub hadn’t registered as a broker-dealer, as some other crowdfunding sites have done. In reaching its conclusion, the SEC noted that FundersClub acts as advisors solely to venture capital funds, manages investment funds, and receives compensation for its advisory and consulting services, and not transaction-based compensation.
This article by Josh Constine in TechCrunch highlights the significance of the SEC’s decision: “The SEC’s decision could make it easier for startups to get funding from large swaths of independent investors, rather than a small group of angels or VC firms.”
Also last month, the SEC’s Advisory Committee on Small and Emerging Companies, in several letters to SEC chair Elisse Walter, issued recommendations intended to make fundraising easier for companies considering going public, as well as those that already are public, and thus are subject to disclosure requirements. One letter recommended that the Commission “facilitate and encourage the creation of a separate U.S. equity market or markets that would facilitate trading by accredited investors in the securities of small and emerging companies.” These companies would be subject to a regulatory regime strict enough to protect investors, but flexible enough to accommodate the companies’ innovation and growth.
The Exchange could be established under Section 6 of the Securities Exchange Act of 1934, and might limit investor participation to accredited investors, the letter also noted.
Another letter from the same Advisory Committee addressed the burden that disclosure requirements can impose on smaller businesses. Among other proposals, the letter recommends changing the definition of “smaller reporting company” to include those with public floats of up to $250 million, or companies with revenue of less than $100 million. Currently, a smaller reporting company is one with less than $75 million in float or $50 million in revenue.
The Committee also recommended exempting smaller reporting companies from the requirement to disclose the ratio of median employee compensation to the CEO’s compensation, and from the requirement to conduct “say on pay” votes. Another proposed change: exempting these companies from the requirement to submit financial information in XBRL format.