Equity Crowdfunding – Google and the Venture Capitalists Are Taking Notice

Posted on May 9, 2013 by Samuel Guzik

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (JOBS Act), making sweeping changes to federal laws regulating capital formation. One of the more significant changes to existing law was a directive to the SEC to promulgate rules to implement equity based crowdfunding, a groundbreaking exemption to federal securities laws which will allow companies to raise up to $1 million per year from an unlimited number of unaccredited investors meeting specified requirements without a full blown, expensive and time consuming SEC registration – and without having to generally comply with state securities laws requiring registration. Although the JOBS Act required that this exemption be implemented by the SEC within 270 days of the enactment of the JOBS Act, proposed rules have yet to be promulgated by the SEC, and all indications are that this will not happen until the latter part of 2013.

In testimony by the SEC’s new Chairman, Mary Jo White, before the House Committee on Appropriations, on May 7, 2013, Chairman White made it clear that implementing necessary regulations under the JOBS Act is a high SEC priority, while at the same time making it clear to Congress that more money is needed by the SEC to be able to effectively carry out its statutory mandates – a message she delivered to the House Financial Services Subcommittee coupled with a budget request by the SEC for $1.674 billion for FY 2014.  The full text of Chairman White’s testimony can be accessed here. http://www.sec.gov/news/testimony/2013/ts050713mjw.htm

With the explosion of social media, the phenomenon of “crowdfunding” or “crowdsourcing” has emerged, with various non-profit organizations and start-up businesses seeking to raise funds over the Internet from small contributions by a large number of individuals. Prior to the JOBS Act, this type of fundraising would generally be illegal under federal and state securities law if the contributor received an interest in profits of a business, particularly where the fundraising was conducted through general solicitation on the Internet or involved a large number of contributors. Though the JOBS Act provides specific guidelines to meet this exemption, implementation awaits an extensive rulemaking process. Until these rules are implemented, crowdfunding involving receipt of in interest in profits generally remains illegal under federal law.

Until the SEC implements final crowdfunding regulations, equity based crowdfunding in the US is generally illegal.  However, there is one notable exception – equity crowdfunding to individuals and entities who are “accredited investors” – where no “public solicitation” or “advertising” is involved.  There are a number of types of accredited investors, the most common being individuals with an income of more than $200,000 per year or a net worth, excluding primary residence, of $1 million, and entities owned by accredited investors.  The tricky part, from a securities law point of view, is the ability to access these accredited investors through the Internet without engaging in general solicitation or advertising.  This is where an experienced SEC attorney comes in.

Case in point – CircleUp.com, a crowdfunding portal associated with WR Hambrecht + Co., a FINRA registered broker-dealer.  CircleUp is a crowdfunding portal whose niche is investments in consumer products companies – and whose crowdfund investors are currently restricted to accredited investors.  Circleup.com made headlines this week when it announced the closing of its own $7.5 million Series A financing to fund CircleUp’s crowdfunding platform.   The group investing in CircleUp was led by a venture capital firm, and included Google Ventures as one of CircleUp’s investors.  For those who question whether equity crowdfunding will emerge as a viable source of equity financing for startups and early stage companies with limited access to traditional sources of capital – who am I to argue with Google?

And CircleUp is not the only game in town in what is expected to be a crowded field of equity crowdfunding Internet portals, especially when crowdfunding becomes available to unaccredited investors.  Equity themed crowdfunding Internet portals are already springing up in a variety of niche areas, ranging from technology to commercial and multi-family real estate.  Although these portals are initially limited to accredited investors, many of these portals can be expected to expand into crowdfunding with unaccredited investors once the SEC implements final regulations under the JOBS act provisions.

About the Author – Samuel S. Guzik is a corporate and securities attorney and business advisor admitted to practice before the SEC and in New York and California, with over 30 years of experience. During this time he has represented a number of public and privately held businesses, from startup to exit, concentrating in financing startups and emerging growth companies.  For additional information regarding Mr. Guzik and his firm, Guzik & Associates, please visit his website at www.guziklaw.com.

 

 

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Recent Delaware Court of Chancery Opinions Highlight a Powerful Weapon for Minority Shareholders of Public and Privately Held Companies – Receivership

Posted on April 10, 2013 by Samuel Guzik

Within a span of two weeks, in two separate cases by two different judges, the Delaware Court of Chancery opened the door wide open to a powerful remedy for minority shareholders of Delaware corporations – receivership – in an area where receivership is rarely used – solvent companies which are operating as going concerns.  Perhaps even more significantly, one of the cases in which a receiver was appointed involved a publicly held company, albeit one that had ceased filing reports with the SEC.  It is almost unheard of for a receiver to be appointed for a public company – particularly for a solvent company which is a going concern – and especially in the business friendly state of Delaware.

Though these cases may in some respects reflect their particular facts, together they should sound a clear warning to Delaware corporations, shareholders and their counsel that judges are more willing to consider ordering appointment of a receiver in cases involving extreme corporate misconduct, notwithstanding that the company is a solvent going concern or is publicly held.

Deutsche v. ZST Digital Networks, Inc. (Del.Ch. C.A. No.    8014-VCL, March 20, 2013)

ZST Digital Networks, Inc. had a background which has become a common story in recent years – a Chinese company with substantial assets and revenues, going public in the U.S. through a “reverse merger” – followed by a listing on a major U.S. exchange, in this case Nasdaq – followed by a reversal of fortune amidst allegations of securities and accounting fraud.  As the story goes, the company’s auditors, a Chinese affiliate of BDO Seidman, resigned amidst concerns over ZST’s accounting practices.  Shortly thereafter ZST Digital voluntarily delisted its stock from Nasdaq, citing its inability to meet Nasdaq listing standards – quickly followed by class action litigation alleging accounting improprieties – including maintaining two sets of books (one for the SEC and one for China). Three months later ZST ceased filing reports with the SEC by filing SEC Form 15, in what is commonly referred to as “going dark.” However, the company continued to conduct business through its Chinese subsidiary, and its stock continues to trade over the counter on the “pink sheets,” as do many non-SEC reporting companies.

The plaintiff, Peter Deutsche, a ZST shareholder claiming to own over 3 million shares of ZST, demanded access to ZST’s books and records pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”).  ZST, through its counsel Pillsbury Madison and Sutro, advised Mr. Deutsche that ZST’s books and records would only be made available in China. Not satisfied with this response, Deutsche filed an action in Delaware Court of Chancery seeking certain of ZST’s books and records under DGCL § 220.  ZST did not appear in the action.

In December 2012 the court entered an order directing ZST to provide books and records to the plaintiff.  When ZST ignored the court order, the plaintiff filed a motion for contempt of court, seeking both a right by the plaintiff to “put” his shares back to ZST at a price based upon the book value disclosed in the last filed SEC report, or $8.21 per share, or $30 million. Plaintiff also sought the appointment of a receiver under DGCL §322 for the purpose of enforcing the court’s orders.  In March 2013, the court entered two orders: one granting plaintiff’s right to put his shares back to ZST for $30 million; the other appointing a receiver to enforce the order requiring the buyback of the shares – granting the receiver broad powers to take control of the assets of ZST.

The court in Deutsche grounded its decision on the express statutory authority of a Delaware court to appoint a receiver and impose other relief in order to enforce its orders under DGCL §322.  However, the use of this receivership statute by a Delaware court is unprecedented in two respects: (1) it created a right to put shares back to a public Delaware corporation that refuses to respond to a statutory request to inspect its records; and (2) it appointed a receiver having broad powers for a publicly held company, and in a situation where the company was solvent and dissolution was not contemplated.

Experienced practitioners may view this case as one limited to its particular facts: a defendant that never bothered to appear in court, and then thumbing its nose at a court order, presumably under the impression that a U.S. court had no real power to force a China based company to make its records available in the U.S.  However, when viewed together with the unrelated case, Zutrau v. Jansing, a potentially different picture emerges as to the broadening scope of receiverships for Delaware corporations.

Zutrau v. Jansing (Del.Ch. C.A. No. 7457-VCP, March 18, 2013)

Zutrau involved a minority shareholder in a private Delaware corporation who brought a shareholder derivative action alleging fraud, gross mismanagement and other corporate misconduct against an individual who was the President, sole director and majority shareholder.  Part of the relief sought in the complaint was the appointment of a receiver over the business of the corporation.  The defendant sought dismissal of the pleading on the grounds that appointment of a receiver was not a remedy authorized under Delaware law.  Specifically, the defendant contended that there was no statutory basis for the appointment of a receiver, as the corporation was neither insolvent (DGCL §291) nor was there deadlock in the management by the directors or shareholders (DGCL §226).  Therefore, a cause of action seeking appointment of a receiver of a solvent corporation which was not deadlocked must fail as a matter of law.

The court in Zutrau rejected the argument that a receiver may only be appointed where there is a statutory basis, such as insolvency or corporate deadlock.  Instead, it ruled that a party can state a claim for appointment of a receiver upon a strong showing of fraud, gross mismanagement, affirmative misconduct by officers, or extreme circumstances showing imminent danger of great loss.

Conclusions

Corporations domiciled in Delaware, as well as their shareholders, should be aware of the willingness of the Delaware Court of Chancery to impose a receivership in cases where a shareholder demonstrates serious, ongoing corporate misconduct – even where the corporation is a solvent going concern or the corporation is publicly held.

About the Author – Samuel S. Guzik is a corporate and securities attorney and business advisor admitted to practice before the SEC and in New York and California, with over 30 years of experience. During this time he has represented a number of public and privately held businesses, from startup to exit, concentrating in financing startups and emerging growth companies.  For additional information regarding Mr. Guzik and his firm, Guzik & Associates, please visit his website at www.guziklaw.com.

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SEC Issues Proposed JOBS Act Regulations for Private Placements Under Rule 506 of Regulation D

Posted on October 25, 2012 by Samuel Guzik

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (JOBS Act), making sweeping changes to federal laws regulating capital formation.  One of the more significant changes to existing law was a directive to the SEC to promulgate rules expanding an existing exemption from SEC registration for private placements – Rule 506 under SEC Regulation D. As amended, Rule 506 will allow companies conducting unregistered private placements to solicit investors using general solicitation and general advertising so long as all of the purchasers in the offering are “accredited investors.” The JOBS Act specifically requires the SEC to adopt rules implementing these amendments to Rule 506. The JOBS Act also states that“[s]uch rules shall require the issuer to take reasonable steps to verify that purchasers of the securities are accredited investors, using such methods as determined by the Commission.”

Although the terms “general solicitation” and “general advertising” are not defined in Regulation D, Rule 502(c) does provide examples of general solicitation and general advertising, including advertisements published in newspapers and magazines, communications broadcast over television and radio, and seminars whose attendees have been invited by general solicitation or general advertising.  By interpretation, the SEC has confirmed that other uses of publicly available media, such as unrestricted websites, also constitute general solicitation and general advertising.

On August 29, 2012, in SEC Release No. 33-9354, the SEC issued proposed JOBS Act regulations which, when finalized, will allow issuers to use general solicitation and advertising in private placements so long as all of the purchasers are accredited investors. Specifically, to implement the mandated rule change, the SEC proposed new Rule 506(c), which would permit the use of general solicitations to offer and sell securities under Rule 506, provided that the following conditions are satisfied:

  • the issuer must take reasonable steps to verify that the purchasers of the securities are accredited investors;
  • all purchasers of securities must be accredited investors, either because they come within one of the enumerated categories of persons that qualify as accredited investors or the issuer reasonably believes that they do, at the time of the sale of the securities; and
  • all other terms and conditions of Rule 506 are satisfied.

According to the SEC’s proposing Release, whether an issuer has taken “reasonable steps” to verify the accredited status of an investor would require an objective analysis, which in turn would depend on the particular facts and circumstances of each transaction.  In the view of the SEC this proposed approach would require an issuer to consider a number of factors when determining the reasonableness of the steps to verify that a purchaser is an accredited investor. Some examples of factors cited as relevant by the SEC in determining whether an issuer has taken “reasonable steps” include:

  • the nature of the purchaser and the type of accredited investor that the purchaser claims to be;
  • the amount and type of information that the issuer has about the purchaser; and
  • the nature of the offering, such as the manner in which the purchaser was solicited to participate in the offering, and the terms of the offering, such as a minimum investment amount.

Unfortunately, the proposed Rule does not provide any “safe harbor” to allow an issuer protection in its belief that it took reasonable steps to verify that a purchaser is an accredited investor.  The result will be that an issuer will not have the benefit of any certainty that it has complied with the Rule change allowing public solicitation in a private placement if it turns out that one or more of the investors was not in fact an accredited investor, even if the issuer has acted in good faith.  Because there is no safe harbor, this will likely force the issuer to either (i) take greater steps than it might otherwise take to verify “accredited investor status,” which would likely entail additional time and expense, or (ii) avoid the use of public solicitation in a private placement altogether.  And although the Rule change is not final, and is subject to SEC review of extensive public comments, this writer believes it doubtful that the proposed rule will be changed in any material respect when issued in final form.

All issuers should bear in mind that until final rules are issued, no public solicitations or advertising are permitted in a private placement.

About the Author – Samuel S. Guzik is a corporate and securities attorney and business advisor admitted to practice before the SEC and in New York and California, with over 30 years of experience. During this time he has represented a number of public and privately held businesses, from startup to exit, concentrating in financing startups and emerging growth companies.  For additional information regarding Mr. Guzik and his firm, Guzik & Associates, please visit his website at www.guziklaw.com.

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The JOBS Act – Act 2: The Wait for SEC Regulations Continues

Posted on July 17, 2012 by Samuel Guzik

As I previously reported, on April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (JOBS Act), making sweeping changes to federal laws regulating capital formation, and dramatically enhancing the ability of start-ups, emerging private businesses and public companies to raise money from the public. Some of these changes went into effect immediately – while others await the enactment of enabling rules by the SEC in 2012 and 2013.

One of the more significant changes to existing law was a directive to the SEC to promulgate rules expanding an existing exemption from SEC registration for private placements – Rule 506 under SEC Regulation D.  As amended, Rule 506 would allow companies to solicit investors using general solicitation and general advertising so long as all of the purchasers in the offering were “accredited investors.” The JOBS Act specifically requires the SEC to adopt rules implementing the amendments to Rule 506 within 90 days of the enactment of the JOBS Act.

The change in federal securities laws allowing general solicitation and advertising in an unregistered offering is a major departure from the philosophy embodied in federal securities laws since 1933 – so much so that even an act of Congress – with its clear mandate that the SEC “shall revise its rules within 90 days of the enactment” – was not enough to move the SEC to promulgate these rules within the 90 day deadline.

In sworn testimony by SEC Chairman Mary Shapiro on June 28, 2012, she advised the House of Representatives Subcommittee on TARP, Financial Services and Bailouts of Public and Private Programs Oversight and Government Reform Committee, that the SEC would be unable to meet this 90 day deadline, effectively meaning that issuers will not be able to utilize the expanded Rule 506 until the SEC acts at some time in the future. In Chairman Shapiro’s words:

“The rulemakings to revise Rule 506 and Rule 144A are both required to be completed within 90 days of enactment of the JOBS Act. As I stated to Congress prior to the passage of the Act, time limits imposed by the JOBS Act are not achievable. Here, the 90 day deadline does not provide a realistic timeframe for the drafting of the new rule, the preparation of an accompanying economic analysis, the proper review by the Commission, and an opportunity for public input. Although we will not meet this deadline, the staff has made significant progress on a recommendation and economic analysis, and it is my belief that the Commission will be in a position to act on a staff proposal in the very near future.”

This does not bode well for companies waiting to use this expanded exemption, and more importantly may not bode well for the timing of the adoption of other enabling SEC regulations which are necessary for certain JOBS Act provisions to go into effect.  A notable example is the groundbreaking and highly controversial exemption under the JOBS Act for “crowdfunding”, which will allow companies to raise up to $1 million per year from an unlimited number of unaccredited investors meeting specified requirements without a full blown, expensive and time consuming SEC registration – and without having to generally comply with state securities laws requiring registration.  Although the JOBS Act requires that this exemption be implemented by the SEC within 270 days of the enactment of the JOBS Act, it is very possible that this deadline, and others, may fall by the wayside.

And for those wondering whether the outcome of the November 2012 elections will alter the course of either the JOBS Act or Dodd-Frank law – either at the SEC in terms of its rulemaking process – or in  Congress – the wait and the uncertainty continues.

About the Author – Samuel S. Guzik is a corporate and securities attorney and business advisor admitted to practice before the SEC and in New York and California, with over 30 years of experience. During this time he has represented a number of public and privately held businesses, from startup to exit, concentrating in financing startups and emerging growth companies.  For additional information regarding Mr. Guzik and his firm, Guzik & Associates, please visit his website at www.guziklaw.com.

 

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The State of the Market for Reverse Mergers and Other Alternative Public Offerings

Posted on June 7, 2012 by Samuel Guzik

The demand by companies seeking to access U.S. capital markets through going public has continued to grow over the last decade, in spite of such events as stock market bubbles, a “great recession” and continuing consolidation in the investment banking industry.  Companies with solid business plans continue to require capital to develop and mature into self-sustaining companies – which often cannot be accessed through traditional seed capital sources or bank financing.  And statistics bear out the reality that most businesses, even those with strong business plans, will never qualify for traditional venture capital financing.

Many companies have sought to access public markets through what is often referred to as an “alternative public offering,” a label used to describe a number of different financing techniques employed by companies and capital providers to take privately held companies to the public markets without a traditional underwritten public offering – with varying degrees of success.  These routes have taken a number of forms, including “reverse mergers” with a dormant a “shell” public company, “self-underwritten” initial public offerings, through newly formed shell companies, or directly to the public market without a “shell.”  In some cases these routes are preceded or accompanied by a private placement to investors.

However, access by private companies to the public market through alternative public offerings has become increasingly difficult due to a number of factors, including changes in SEC and FINRA rules, recent changes in listing requirements for companies hoping to list on a national exchange such as Nasdaq, AMEX or the NYSE, and more stringent requirements by broker clearinghouses for the resale of shares by investors.  This challenging environment places a premium on having the right advisors, not only to guide it through the capital raising process, but also to advise it on alternative or parallel strategies, such as a sale of the business, joint ventures or licensing arrangements.

I recently attended an industry conference in NYC, which addressed the state of the market for alternative public offerings.  While there was uncertainty as to the precise shape and form that alternative financings will take in the coming months and years, it is clear that as a result of recent changes in securities laws and national exchange listing rules, increased FINRA oversight and changes in practices by broker clearinghouses, the need for competent advice by both financial and legal advisors is more necessary than ever in order to navigate the increasing number of complexities of accessing public markets through alternative public offerings.

In the coming weeks and months I look forward to blogging at greater length to illuminate some of the bumps in the road to going public for smaller companies, as well as alternative fundraising techniques such as crowdfunding – created by Congress under the recently enacted JOBS Act – which may provide a useful financing tool for start-ups and early stage ventures, and single project financings such as film financings.

About the Author – Samuel S. Guzik is a corporate and securities attorney and business advisor admitted to practice before the SEC and in New York and California, with over 30 years of experience. During this time he has represented a number of public and privately held businesses, from startup to exit, concentrating in financing startups and emerging growth companies.  For additional information regarding Mr. Guzik and his firm, Guzik & Associates, please visit his website at www.guziklaw.com.

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The “Jumpstart Our Business Startups Act” (JOBS Act) is Now Law

Posted on May 26, 2012 by Samuel Guzik

In a rare showing of bi-partisanship on Capitol Hill, on April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (JOBS Act) into law, making sweeping changes to federal laws regulating capital formation, and dramatically enhancing the ability of start-ups, emerging private businesses and public companies to raise money from the public.  Some of these changes went into effect immediately – while others await the enactment of enabling rules by the SEC in 2012 and 2013.

The JOBS Act, which runs over 21 pages, will ultimately be supplemented with even more detail as and when the SEC implements regulations as mandated by Congress.  The text of the Jobs Act can be accessed at www.govtrack.us/congress/bills/112/hr3606/text.  The first round of regulations are expected to be promulgated by the SEC by July 2012, and may be accessed on the SEC’s website, www.sec.gov, when issued. In the meantime here are some of the highlights.

Raising Capital Without SEC Registration

Some of the changes made by the JOBS Act allow businesses to raise money more easily without having to register the offering with the SEC, thereby presumably providing easier access to capital markets at a reduced cost:

    • Regulation D, an exemption from SEC registration for sales of securities, has been expanded to allow public and private companies to raise unlimited amounts of capital in unregistered offerings by using “general solicitation and general advertising” of potential investors, so long as all of the investors are “accredited investors.”  Prior to this change, general solicitation and advertising by companies in unregistered offerings was generally prohibited, regardless of whether the company seeking funds was privately held or publicly traded. This change is effective 90 days from enactment of the JOBS Act.
    • Crowdfunding –  The JOBS Act directs the SEC to promulgate regulations within 270 days which will allow companies to raise up to $1 million per year from an unlimited number of investors who are not “accredited investors” without going through a cumbersome SEC registration process or complying with state “Blue Sky” laws.  With the explosion of social media, the phenomenon of “crowdfunding” or “crowdsourcing” has emerged, with various non-profit organizations and start-up businesses seeking to raise funds over the Internet from small contributions by a large number of individuals.  Prior to the JOBS Act, this type of fundraising would generally be illegal under federal and state securities law if the contributor received an interest in profits of a business, particularly where the fundraising was conducted through general solicitation on the Internet or involved a large number of contributors.  Though the JOBS Act provides specific guidelines to meet this exemption, implementation awaits an extensive rulemaking process, which the JOBS Act requires the SEC to complete within 270 days.  Until these rules are implemented, crowdfunding involving receipt of in interest in profits remains illegal under federal law.

Streamlining the IPO Process and Reducing Ongoing Public Reporting Obligations for “Emerging Growth Companies”

The JOBS Act has made changes to the Securities Act of 1933 which make it easier for private companies, to go public, by (1) changing rules relating to the going public process, and (2) reducing disclosure obligations of companies once they are public.  The changes apply to a category of companies called “Emerging Growth Companies” (“EGC’s”), generally defined as companies with less than $ 1 billion in annual revenues.  The EGC status terminates after five years, or sooner if certain enumerated events occur.

    • Confidential Submission of Draft SEC Registration Statements – In the past, the IPO registration process commenced with the filing of a registration statement with the SEC, which became publicly available upon filing.  Under the JOBS Act, an EGC conducting its initial public offering, may keep its registration statement as non-public information until 21 days prior to the IPO roadshow.
    • Enhanced Communications with Investors – EGC’s and their agents are permitted to communicate with institutional accredited investors and qualified institutional buyers prior to filing a registration with the SEC in order to “test the waters” to ascertain interest in a proposed offering.
    • Reduced Audited Financial Statements – EGC’s now have the option to provide two years of audited financial statements in their initial registration and subsequent SEC reports. Prior to the JOBS Act three years of audited financial statements were generally required.
    • Internal Control Attestation – The JOBS Act exempts EGC from Section 404(b) of the Sarbanes-Oxley Act requiring annual attestation by the company’s auditors as to the effectiveness of internal controls.  However, the attestation by management continues as a requirement.
    • Streamlined Narrative Disclosure – EGC’s are relieved from complying with a number of otherwise mandatory non-financial statement disclosures in their IPO registration and subsequent SEC reports, including reduced disclosures relating to executive compensation mandated by the Dodd-Frank Act.

About the Author – Samuel S. Guzik is a corporate and securities attorney and business advisor admitted to practice before the SEC and in New York and California, with over 30 years of experience. During this time he has represented a number of public and privately held businesses, from startup to exit, concentrating in financing startups and emerging growth companies.  For additional information regarding Mr. Guzik and his firm, Guzik & Associates, please visit his website at www.guziklaw.com.

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