Robert K. Ranum von Fredrikson & Byron, P.A., fasst die wichtigsten Neuerungen der Reform des Crowdfunding-Rahmens in den USA zusammen und benennt den Unterschied zwischen der Version des Senats und des Abgeordnetenhauses:
The House and Senate crowdfunding bills would eliminate the traditional private placement restrictions on general solicitation and the number of non-accredited investors in order to allow the offerings to be sold over the internet to a large number of investors. Under current law, private placements may not be offered by any means of “general solicitation or general advertising” which includes communications in newspapers, magazines, or broadcast over television or radio or over the internet. Current private placement rules also limit the number of investors that may purchase in the offering, although investors meeting certain financial criteria, known as “accredited investors,” are not subject to the limitation. Crowdfunding offerings are not subject to these limitations provided the offerings limit the amount of money that can be invested by each investor and the aggregate amount that can be raised by the company pursuant to the crowdfunding exemption during any twelve month period. The bills also permit a crowdfunding “intermediary” to receive compensation from the company for helping to sell the company’s securities, without requiring the intermediary to be licensed as a broker under federal securities laws.
Limit of Aggregate Sales per 12 months
H.R. 2930: $1 million ($2 million if issuer has audited financials)
S. 1791: $1 million
Limit for individual investments
H.R. 2930: Lesser of $10,000 (as adjusted by CPI) or 10% of investor’s annual income.
S. 1791: $1,000
H.R. 2930: Permits, but does not require, sale through crowdfunding intermediary meeting certain standards for protection of investors.
S. 1791: Requires sale through an independent crowdfunding intermediary meeting certain standards for protection of investors.
H.R. 2930: Requires issuer to state target offering amount and prohibits closing unless capital raised is at least 60% of target.
S. 1791: Requires issuer to state target offering amount and prohibits closing unless capital raised is at least 60% of target.
The crowdfunding bills do not count the investors in such offerings against the 500 shareholder threshold after which any company with over $10 million in assets is forced to register under the Securities Exchange Act of 1934 and thereby become a public reporting company. This requirement has become a subject of increasing concern in recent years as the regulatory burdens of public company reporting have increased and fewer companies are willing to take on those burdens. In addition to the crowdfunding bills, a separate bill (S. 1824) addresses this issue by raising the 500 shareholder threshold to 2,000, thereby allowing private companies to have many more shareholders before they are required to comply with the SEC’s public reporting regime. Critics argue that raising the threshold will leave significant numbers of shareholders without the protection provided by regular disclosure under SEC rules.
Interessant ist, dass die Senatsversion wesentlich konservativer ist, gleichzeitig aber die Crowdfunding-Plattformen enorm bevorteilt, weil sie die Crowdinvesting-Projekte auf die Plattformen zwingt, um die Investoren zu schützen.