It has been more than two years since the JOBS Act was passed and almost nine months since the SEC proposed crowdfunding rules — but still no final rules. Should entrepreneurs care? Probably not. The proposed SEC rules are burdensome. The rules limit the total amount raised to $1 million in any rolling 12-month period, and moderate-income investors would be limited to a $5,000 investment (at the most). Additional proposed rules require audited financials (for some offerings), limits on advertising, and filings with the SEC, among other requirements. Entrepreneurs with great ideas should not settle for these types of investments.
Crowdfunding for accredited investors already exists, and it may fill an important funding gap for growing businesses that have not attracted angel investors and are not ready for venture capital or private equity. Not all startups are tech based, and not all angel investors in a particular entrepreneur’s community know what a good investment looks like. But a well-curated accredited crowdfunding platform can provide exposure to a lot of potential accredited investors.
Recent SEC interpretations regarding how accredited crowdfunding platforms can permissibly operate have spurred significant growth in the past year. Two important no-action letters issued last year to FundersClub (March 26, 2013) and AngelList (March 28, 2013) permit accredited investor crowdfunding platforms to receive contingent compensation, such as a percentage interest in any profits made by the fund (a carried interest at the termination of the investment). A separate model (used by CircleUp) allows the crowdfunding platform to partner with a broker-dealer to receive transaction-based compensation.
Plus, issuers conducting a 506(c) offering to accredited investors can now advertise, which alleviates some concern for platforms and issuers about public offering information made available on the platform. But issuers cannot be sloppy — the decision to advertise should be intentional because additional rules apply.
Accredited crowdfunding sites allow for broader access to meaningful investments with limited risk for fraud (relative to the fraud risks of still illegal crowdfunding for moderate-income investors). Investors appreciate well-curated platforms because they get deal-flow they would not otherwise see. Entrepreneurs may have a growing appreciation for accredited crowdfunding platforms because they offer more opportunities for investment outside the entrepreneur’s local angel community.
Crowdfunding rules may come eventually (or they may not), but significant crowds of accredited investors only are already online looking for deals, and they have never been easier to access.