Crowdfunding: Challenges and Opportunities for Indies. David B. Hoppe Gamma Law, San Francisco

Transcription

1 Crowdfunding: Challenges and Opportunities for Indies David B. Hoppe Gamma Law, San Francisco

2 Estimated $5.1 billion to be raised worldwide through crowdfunding in 2013 massolution,

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4 Kickstarter Successful Projects (Selected) Source:

5 Kickstarter Unsuccessful Project Statistics (Selected) Source:

6 67,266 backers $3,845,170 pledged of $900,000 goal Mighty No. 9, Kickstarter, August-September 2013

7 Introduction Games on Kickstarter 10,371 campaigns. 35.6% success rate. 72% raise $10,000 or less. Source: Kickstarter; statistics through June 12, 2014.

8 Introduction Other Projects on Kickstarter Music 30,106 campaigns. 55.1% success rate. 84.6% raise $10,000 or less. Source: Kickstarter; statistics through June 12, 2014.

9 Introduction Other Projects on Kickstarter Film & Video 36,446 campaigns. 40.3% success rate. 69.7% raise $10,000 or less. Source: Kickstarter; statistics through June 12, 2014.

10 Introduction Reward Crowdfunding vs. Equity Crowdfunding The Banner Saga, Stoic Kickstarter Source:

11 Introduction Reward Crowdfunding Tax implications. No requirement of US entity.* Segregate funds; preferably establish separate company. Basically unregulated. * - (But may not be able to run campaigns on some crowdfunding sites from all countries.)

12 Introduction Equity Crowdfunding Contributors become investors. Stockholders in your company? Or holders of equity interest in particular projects?

13 Equity Crowdfunding in Europe Europe: Rapid Growth of Equity Crowdfunding European securities regulation has traditionally been lighter than the US. But: Fragmented regulatory regimes. Uncertainty about what s permissible. Currently largely limited to national markets.

14 US Regulation of Crowdfunding The CROWDFUND Act: Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012, signed April 5, 2012

15 US Regulationof Crowdfunding

16 US Regulation of Crowdfunding The New Crowdfunding Exemption For the first time, ordinary Americans will be able to go online and invest in entrepreneurs that they believe in. President Obama, April 2012 signing ceremony. The thing about crowdfunding is that it brings together unsophisticated issuers with unsophisticated investors what could possibly go wrong? Barbara Roper, Consumer Federation of America.

17 US Regulation of Crowdfunding The New US Crowdfunding Exemption Annual dollar limit on sales by companies. Annual dollar limit on purchases by investors. Must be through crowdfunding website registered with SEC. Required disclosure by company. Audited financials required for offerings >$500,000. Limited ongoing reporting. Must be US company.

18 US Regulation of Crowdfunding Size Limitations Annual limit per company: $1 million.* Annual limit per investor: o Annual income or net worth less than $100K: 5% of income / net worth or $2000, whichever greater. o Annual income or net worth $100K or more: 10% of income / net worth, with cap of $100K. Burden on crowdfunding websites to verify. * - 66 Kickstarter campaigns have raised $1 million or more.

19 US Regulation of Crowdfunding Financials Requirement is based on company s total campaign targets for year: If less than $100K, must provide tax returns and financials certified by CEO. If $100K to $500K, audited financials not required; but financials must be reviewed by CPA. If over $500K, financials must be audited. Indiegogo: a massive dealbreaker.

20 US Regulation of Crowdfunding Exception: Private Placements Amount of capital raised in US private markets compared to IPOs: 4x Estimated annual size: $1.2 trillion.

21 US Regulation of Crowdfunding Exception: Private Placements Accredited investors: net worth of $1 million; or income of $200K ($300K with spouse).* Up to 35 non-accredited investors. Annual limit of $5 million; unless any non-accredited investors are sophisticated. Private placement memorandum for non-accredited investors. Audited financials. * - Compare to UK: complete a short survey that assesses whether you fully understand the high-risk nature of investing.

22 US Regulation of Crowdfunding Crowdfunding Portals for Accredited Investors

23 US Regulation of Crowdfunding Crowdfunding Portals for Accredited Investors No: Limits on offering size (in most cases). Limits on per-investor purchases. All-or-nothing campaign requirement. Ongoing reporting requirements. Requirement of US entity. Also, reduced risk of civil/criminal liability.

24 Will the amount of new money generated by equity crowdfunding and accessible to small/medium-sized companies be enough to make all this worthwhile?