Legal
Online Angel Funding Model Greenlighted by SEC?
|
While rulemaking to implement the equity crowdfunding mandates of the JOBS Act remains in limbo awaiting the seating of a new SEC chair, the agency moved last week to approve an online angel funding group’s compensation model that would be exempt from some of the JOBS Act’s more costly and vexing requirements for crowdfunding platforms. The approval of FundersClub’s “carried interest” model paves the way for angel platforms to begin raising funds from accredited crowd investors immediately. In a No-Action letter published last week the SEC said that FundersClub’s proposed compensation model, which relies solely on carried interest in its funded companies, qualified for the angel platform exemption from registration, general solicitation and broker-dealer requirements for Title II and III equity crowdfunding platforms in the JOBS Act’s Section 201(c). The SEC’s move is significant because it allows online funding platforms that restrict their investors to bona fide accredited investors and only take compensation from the investment gains of stakes held in the platform’s portfolio companies to begin fundraising immediately without further rulemaking from the agency. The rulemaking to implement Title II-style equity crowdfunding has been stalled for seven months after the SEC released a proposed rule addressing the mandated repeal of the general solicitation rule for restricted securities which was widely criticized as opening the flood gates to fraud. Former SEC chair Mary Shapiro left the agency in December without finalizing the repeal of the solicitation rule, reportedly fearing a repeal would ruin her legacy as a securities regulator.
