US SEC Brings in Top Gun Lawyer to Promote IPOs, Expand JOBS Act


May 15–The US Securities & Exchange Commission (SEC), following policy goals advanced by the Trump administration, is sharpening its focus on encouraging private companies to go public via IPOs. Towards that effort, veteran Silicon Valley tech deal lawyer Bill Hinman, a former partner of Simpson Thacher & Bartlett who has guided the likes of among others, Apple Inc (NASDAQ:AAPL), Alphabet Inc. (NASDAQ: GOOGL) and Facebook Inc (NYSE:FB)  has been appointed Director of the SEC’s Corporation Finance division; the unit that oversees initial public offerings.  SEC Commissioner  Jay Clayton, who has called for scaling back requirements on listed firms and argued the government should make it “more attractive” to go public and according to Clayton, “Bill Hinman is the ideal man for the job.”

The top Corporation Finance Division post will be crucial because of the unit’s role in writing rules that govern public and private capital-raising.

In an interview, Mr. Hinman said “spurring more public offerings is a worthy goal of regulators, because investors benefit from the detailed public disclosures.” Hinman has also voiced his view towards further expanding the 2012 Jumpstart Our Business Startups Act. The law, also known as the JOBS Act, passed with bipartisan support and was hailed as the first sign that Washington understood how the internet could be used to help smaller companies raise money without turning to Wall Street.

“To the extent the SEC can make it more attractive and efficient to raise capital here, we are going to want to do that,” he said. “That is our primary focus and challenge going forward.”

Companies raised $2.1 trillion in private placements of stocks and bonds in 2014, compared with about $1.35 trillion for public sales of equity and debt, according to SEC figures. The decline in U.S. public listings has happened as fast-growing startups such as Uber Technologies Inc. and other “unicorns” have been able to get the cash they need from venture capitalists.

However much deal makers have lauded the SEC’s new-found resolve to promote public offerings, some market participants say they don’t see the problem that Mr. Clayton has said he wants to solve. “The real question is do small-growth companies have access to capital, and they do,” according to Robin Graham, managing director and head of technology, media and communications at Oppenheimer & Co. Inc. “It’s just in the private markets.”

According to Samuel Goldberg, a senior partner at, a firm that specializes in business plan writing, feasibility studies and the preparation of investor offering documents and guiding private companies throughout the course of both private placements and public capital raising initiatives, “Public markets are ultimately the holy grail for start-up companies; easing the complexities of public listing can prove helpful for those who have private investors seeking exit strategies and enabling share Issuers to attract a new and much broader universe of investors.”

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Broker-Dealers Get Into Equity Crowdfunding


May 16 2016 marks the beginning of what could be an avalanche of private equity offerings promoted via the web, and there is is an opening for broker-dealers now that equity crowdfunding is formally approved by the US SEC. It’s all thanks to the JOBS Act and SEC Regulation Crowdfund, which totals 685 pages of rules to live by for those in the U.S. Equity Crowdfunding space, including brokers and marketers working with entrepreneurs and startups that are seeking to raise money for their initiatives.

Georgia Quinn, Esq
Georgia Quinn, Esq

When it comes to preparing for today’s “May Day for Crowdfunding”, few have worked harder than the founders of legal document service provider, which is led by co-founder and CEO Georgia Quinn, a glass-wall breaking securities attorney who has become a leading expert in the domain of documentation for private securities offerings and equity crowdfunding. Adding further credibility to Ms. Quinn’s stature within the space, she is Of Counsel to New York-based business and securities law firm Ellenoff Grossman & Schole LLP. That firm’s ‘name partner’, Douglass Ellenoff, Jr is also the co-founder of

While a steadily-increasing number of regulators in Europe and other regions have already embraced equity crowdfunding (led by the U.K. based on number of platforms and deal offerings), it has taken several years since the passage of the JOBS Act in  the United States for regulators to actually establish the proper goal posts for this playing field. This several-years-in-the-making planning stage, during which the U.S. Securities and Exchange Commission has been fine-tuning the regulatory regime in which private placement offerings can be ‘advertised and promoted’ to individual investors without the friction long-associated with private offerings available only to institutional and ultra high net worth investors has included the creation of a cottage industry of service providers.  Now that the advance planning for a piece of the equity crowdfunding pie has run its course and Monday May 16 is when the curtain will launch, it’s now “Ready, Fire, Aim” time. Or, to hijack another adage, “Let The Games Begin!” With that, few service providers have worked harder or longer in gearing up for “May Day for Crowdfunding” than

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Obama Wants Budget Boost for SEC and CFTC


President Obama is using the last months of his presidency to offer a budget boost that can impact financial market regulatory initiatives via government agencies SEC and CFTC.

As reported first by Law360, the budget boost for SEC and the CFTC envisions more auditors, more investigators, more enforcement staff. That said, according to one industry source who spoke off the record with, “The SEC vision of using the increased budget to add 127 new staffers to Office of Compliance Inspections and Examinations is illustrative of the agency’s dedication to making their bureaucracy more bureaucratic, and even less efficient than it already is. Sounds like just more bodies tripping over their own shoes and tying up industry members with paper clips.”

Law360, New York (February 9, 2016, 11:14 PM ET) — A pair of Wall Street regulators on Tuesday laid out their wish lists for how to spend their budget bumps that President Barack Obama floated for fiscal year 2017, with eyes on ramping up enforcement and examination staffs to meet the demands of the Dodd-Frank Act and growing complexity of the markets.

Under Obama’s plan, the U.S. Securities and Exchange Commission would see its budget expand to $1.8 billion, an 11 percent increase, for the next fiscal year starting Sept. 30 while the U.S. Commodity Futures Trading Commission would grow to $330 million, a 32 percent bump. His economic adviser, Jeffrey Zients, said on Monday this amounted a “down payment” toward a long-range goal of doubling both agencies’ budgets by 2021.

In separate budget requests, both the SEC and the CFTC said they want to vastly expand their headcount and ramp up their spending on information technology to deal with emerging gaps and nagging shortcomings in their oversight.

“The SEC appreciates the confidence that Congress and the President have placed in it in recent appropriation cycles,
with enacted budgets that are permitting the SEC to begin to address longstanding resource challenges,” officials at the agency wrote. “In light of the continuing growth in the industry and the enormity of the responsibilities now placed on the agency, however, additional funding is critical,” they added.

Nonetheless, the SEC said it would take that money to add about 250 full- and part-time staffers, bringing its budgeted headcount up to just under 5,200 budgeted positions. The vast majority of these new positions, or 127, would be earmarked for the agency’s Office of Compliance Inspections and Examinations, where they would focus primarily on conducting investment adviser examinations.

For years, the SEC has struggled to examine more than 10 percent of the nearly 12,000 registered investment advisers under its watch, and about 40 percent of such firms have never been examined. Even with the proposed increase in examiner headcount coming out of the fiscal 2017 budget, however, the agency would only get to about 12 percent of registere advisers in a given year, the SEC noted.

The agency also would like to ramp up enforcement, adding 52 positions to the division. A dozen of those positions would reinforce its litigation efforts, the SEC told Congress.

“This increased allocation will enable the SEC to litigate any case where it believes admissions of wrongdoing are appropriate under its new policy, if necessary,” SEC officials wrote.

Other units would see more modest gains in headcount. The Division of Corporation Finance would look to gain four more budgeted positions as it expects to contend with an increase in request for guidance from small businesses and investors around the new rules passed out of the Jumpstart Our Business Startups Act aka JOBS Act such as equity crowdfunding and the so-called Regulation A+.

Over at the CFTC, Chairman Tiimothy Massad said he would use the additional $80 million that the president wants to give his agency to hire 183 full-equivalent staff across its divisions.

“This increase is necessary because the commission has not received budgetary increases sufficient enough to allow full implementation of its responsibilities,” Massad wrote to Congress.

More than a third of the proposed increase would go to bolstering the agency’s information technology infrastructure, Massad said. Within that total is the CFTC’s market surveillance function, which Massad wants to grow to 160 full-time positions, up from the current tally of 104 such positions. Such an increase would help support the agency’s development of automated surveillance and data visualization tools and ramp up its oversight of the uncleared swaps market, among other things.

Beyond that, the enforcement division, which netted the government $2.8 billion in fines during its fiscal 2015, would be a big winner under the CFTC’s proposal. It would add 51 full-time equivalent positions to the 161 such staffers budgeted for the current fiscal year.

“The commission not only has insufficient resources currently, it anticipates more time-intensive and inherently complex investigations due to innovative products and practices within the industry, including the use of automated and high frequency trading,” CFTC officials said.
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Broker-Dealers Move Into Crowdfunding

brokerdealers crowdfunding

( A new crop of broker-dealers and funding portals are forming to capitalize on new equity crowdfunding rules.

The total number of Financial Industry Regulatory Authority (FINRA) member retail brokerages has been on the decline for the last five years, but one sliver of the universe is showing new signs of life: A new crop of broker/dealers and online funding portals are joining FINRA to capitalize on new opportunities made possible by the JOBS Act of 2012. The legislation prompted the SEC to make it easier to market and solicit investments, and opened the door for small businesses to engage in so-called “equity crowdfunding.”

About 15 to 20 of these new firms have signed on since 2013, according to Fishbowl Strategies, with another three to six launching soon, in anticipation of a wave of issuers and investors entering the market. Whether there is a crowd for equity crowdfunding remains to be seen.

But Paul Boyd, managing partner at ClearPath Capital Partners, a wealth management firm for tech entrepreneurs, says there
is plenty of pent-up demand and a backlog of Reg D deals that are moving forward.

Boyd also expects the next phase of the JOBS Act, Title III, will bring a lot more attention to capital raises online. Set to go into effect in May, those rules let any investor, accredited or not, invest in unregistered securities online (with limits on the amounts that can both be invested, and raised, in a year). The tech-fueled vision of bypassing stuffy financial intermediaries in favor of a new-class of SEC-registered and FINRA member “crowdfunding portals” has inspired a flotilla of startups to enter the space.

Many of the new entrants have affiliated agreements with brokerdealers. Some have launched their own b/ds.

WealthForge launched its own b/d to provide all the services needed to complete a private securities transaction, including investor accreditation, regulatory filings and escrow. Co-founder and CEO Mat Dellorso says the new rules—and bringing the process online—have spurred their growth.

“When you bring the internet and you’re allowed to advertise a private security through 506(c), more investors do take part,” he says. WealthForge has completed 150 private financing transactions, bringing in 2,500 investors. “A traditional investment bank might complete three or five a year,” he says. “It’s a lot more volume because it’s more transparent and online now.

“Normally these transactions take weeks and months, but an investor can literally invest in a private placement on our platform in a matter of minutes,” he says.

Dellorso doubts they will do much work with firms looking to raise capital through the exemptions for non-accredted investors.

CircleUp is another new broker-dealer with a focus on consumer products and retail companies. Bhakti Chai, which makes Fair Trade Certified tea, raised nearly $865,000 on the platform.

Folio Institutional, a self-clearing broker/dealer, saw the interest around equity crowdfunding and decided to launch an online equity and debt-funding platform in September. Since the firm can custody the securities, it can enage in secondary-market transactions and, potentially, public offerings.

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JOBS Act Curtain Call: Main Street Growth Act


This post was written by Pete Hoegler, Washington DC-based Social Media intern for The JLC Group. 

Three years after the JOBS Act was passed, it seems that Washington is back for more–a curtain call if you will–making it easier for small ventures to raise capital.

The House Financial Services Committee in early June floated a draft bill that would allow the creation of “venture exchanges” tailored to the needs of small companies looking to raise money. In many ways, the success of the JOBS Act hinges upon the creation of such markets. A healthy secondary market created liquidity that is critical to building investor confidence and creating a robust alternative to the global markets that today are dominated by enormous corporations.

If you are looking for a broker-dealer to get you started, click here. is the leading database for dealers around the world.

The new proposed venture exchange laws are aimed at increasing access to liquidity for early stage investors in private startups and small businesses (some of which could be JOBS Act enabled investors), as a lack of liquidity was a concern voiced by some surrounding the new laws for equity crowdfunding with non-accredited investors. 

Investors in technology startups, for example, are likely to have to hold their position in any one investment for an average of 7 years. Creating opportunities for selling private stock in a startup investment sooner through venture exchanges has the potential to reduce some of the early stage investment risks.

These new venture exchanges could create markets that allow early investors who invested via equity crowdfunding to trade shares far before any kind of liquidity event like a public offering (IPO) might take place, spelling an opportunity for liquidity for those early investors. 

The number of IPOs has gone from an average of 311 from 1980-2000 down to an average of 99 IPOs each year from 2001-2011 so opening up other alternatives for liquidity will de-risk the growing number of startup investments happening online.

This is yet another step towards reforming our capital markets. The first step was to enable access, and was addressed by Titles II, III & IV of the JOBS Act. So regardless of your opinion on this matter, the summer is shaping up to be an interesting time for equity crowdfunding investors, accredited and non-accredited alike.