Major Changes to Securities Rules

Major Changes to Securities Rules

For those of us who care about moving investment dollars into the businesses we love, March 4, 2020 was like Christmas, New Year’s Eve, and the Fourth of July all wrapped into one. The Securities and Exchange Commission (SEC) released proposed rule changes that will make raising funds from investors easier for smaller businesses. The new rules aren’t perfect, and there are some things we wish they had included but didn’t, but these changes are really exciting! 

We are currently in a comment period, and we expect the new rules to take effect in the next couple of months. Please let us know if you have any comments you’d like us to add to our comment letter!

Here is a summary of the most exciting changes. But first, a big caveat: these rules do not preempt state law. So, for example, even though the new federal rule may allow you to publicly announce that you’re raising money at a pitch event, the law of the state you’re in very well may not.

Integration of Securities Offerings

Under current rules, if you switch from one type of offering to another (e.g. from a private offering that includes unaccredited investors to a publicly advertised offering under Rule 506(c)), you generally have to let six months pass between the end of the first offering and the beginning of the second. Under the new rules, the maximum amount of time you would have to wait between two offerings is 30 days. Unfortunately, state level integration rules could still prevent this.

Speaking at Pitch Events

We have often told our clients that if they speak at a pitch event, they cannot mention they are raising money without violating the rules against public solicitation of an investment offering. The new rules state that if you speak at certain types of events and publicly say that you are raising money, this will not be considered a public solicitation. The event has to be sponsored by a college, university, or other institution of higher education; a local government; a nonprofit organization; or an angel investor group, incubator, or accelerator. The sponsor would not be permitted to charge a fee to attendees of the event, other than reasonable administrative fees.

Testing the Waters

Under the current rules, you cannot offer an investment opportunity unless you have determined what compliance strategy you plan to use and, in many cases, complete compliance filings. The new rules propose to permit the solicitation of interest in an investment opportunity before having to incur the expense and effort associated with securities compliance. This is especially exciting if you are planning to raise under Regulation Crowdfunding because you will now be able to talk about a potential Reg CF offering without first having to complete all of the compliance requirements. And Reg CF preempts state requirements so you will be able to do this country-wide.

Offering and Investment Limits

The proposed rules increase the limit of how much you can raise under Rule 504 from $5 million to $10 million. This exemption allows you to include both accredited and unaccredited investors. The proposed rules also increase the amount you can raise under Reg CF from $1.07 million to $5 million, increase the cap on what each investor can invest, as well as remove caps altogether for accredited investors.

Crowdfunding Vehicles

The rules allow the creation of a special type of entity called a Crowdfunding Vehicle. The purpose of this entity is to hold equity investments that are then invested in the company that is raising money under Reg CF.  This means that all of the equity investors in a Reg CF raise can be combined into a single entity. There are significant limitations on the nature and scope of the crowdfunding vehicle’s permitted activities under the proposed rule.

Regulation Crowdfunding Eligible Securities

The rules propose to prohibit the offering of SAFEs (Simple Agreements for Future Equity) under Reg CF.

Stay tuned for updates on the final rules!

Angels of Main Street is one year old and growing fast!

Angels of Main Street is one year old and growing fast!

A little over a year ago, Crowdfund Mainstreet CEO Michelle Thimesch and I had a crazy idea—create an angel group for EVERYBODY!

The traditional definition of an angel investor is a wealthy person who invests their own money in startups. There are groups all over the country where angels gather to support each other with finding and making investments. To join these groups a person must meet the definition under federal law of an accredited investor (minimum of $200,000 in annual income or $1 million in net worth, excluding their primary residence).

Angels of Main Street was formed so that EVERYONE could be part of an angel group—there is no minimum wealth or income requirement. AMS currently has almost 70 members who collectively invested over $500,000 in small businesses in 2019. Investment amounts ranged from $500 to $25,000.

It’s easy to join Angels of Main Street. Just pay the one-time membership fee, commit to investing at least $500 per year in businesses you care about, and join us for our calls, events, and learning opportunities.

For details, visit https://www.angelsofmainstreet.com, or feel free to email info@jennykassan.com if you have any questions.

Sign Up For Our Newsletter

As a thank you for subscribing to our email newsletter, you will receive a free copy of my ebook entitled Get the Right Money from the Right Investors.

  • Email

Major changes for maximum impact

Major changes for maximum impact

Dear Community,

This is my last blog post for 2019, and I want to thank you for all your support this year. As we work to change the face of investment in our country, your outpouring of love for our amazing entrepreneur clients, and of course your investments in them, mean everything to us!

2019 was a year of major change for Jenny Kassan Consulting. For the first time we didn’t do our signature training event, Fund and Fuel Your Dreams, because it felt like we were being called to serve in a different way.

It was time to acknowledge that raising significant investment dollars, for many entrepreneurs, is an undertaking that requires an extremely high level of support—coaching, legal services, support with communications, and help with connecting to the right investors. While a three-day training is a great start, it barely scratches the surface of what is needed to meaningfully support an entrepreneur with fundraising. Plus, now that my book is published, everything we taught at the event is easily accessible without the need to attend a three-day live event.

So, in 2019 we focused our efforts on one-on-one client services, allowing us to address each individual client’s unique goals and challenges and to bring the right resources to the table.

We also put more energy than ever into cultivating the investor side of the equation. With such amazing entrepreneur clients, the obvious next step was to leverage the relationships we already have with “outside-the-box” investors and to encourage connections between investors and our clients. We do this through our WeCapital Community—where we connect our current and former female clients with investors—and also through Angels of Main Street—a community of angel investors that is open to people anywhere in the US regardless of wealth or income.

In its first year, the Angels of Main Street have already moved several hundred thousand dollars into direct investments in mission-driven companies.

In 2020, we will continue 1) to focus on providing highly customized services for entrepreneurs who want to raise investment capital on their own terms and 2) to grow the movement of investors wanting to learn how to move their money into ventures they love.

We hope you’ll stay involved—here’s what you can do:

· Follow us on social media

· Join Angels of Main Street

· Invest on Crowdfund Mainstreet

· Buy and gift my book here

· Refer entrepreneurs to us here

· Continue to read our newsletter and encourage friends to join our mailing list by going to our website

Thank you again for your support and encouragement!

~ Jenny

Sign Up For Our Newsletter

As a thank you for subscribing to our email newsletter, you will receive a free copy of my ebook entitled Get the Right Money from the Right Investors.

  • Email
Go Ahead, Get Invested! The power of community investing

Go Ahead, Get Invested! The power of community investing

Local businesses are the touchstone of our communities. And in the last decade, social entrepreneurship and community investing have moved from fringe experiments to mainstream ideas. Together, there’s more opportunity than ever for community members to support, participate, and potentially share the benefit of the success of main street businesses. 

In case you missed it, you can watch the video replay from an event we recently attended in Los Angeles called Go Ahead, Get Invested!—an engaging evening of conversation and ideas for action around the power of community investing.  Click here to watch the video replay.

Sign Up For Our Newsletter

As a thank you for subscribing to our email newsletter, you will receive a free copy of my ebook entitled Get the Right Money from the Right Investors.

  • Email

2019 Social Venture Circle Conference Highlights

2019 Social Venture Circle Conference Highlights

I have been attending Social Venture Circle (fka Social Venture Network) conferences for about 10 years, and they never disappoint. These conferences attract business and finance leaders of all ages to discuss how business and investing can transform our world and hasten the arrival of the “next economy”—one that provides health, happiness, and sustainable prosperity for all.

One of the highlights of the 2019 conference was a conversation between SVC Executive Director Valerie Red-Horse Mohl and Anand Giridharadas, author of Winners Take All.

Anand’s book was difficult for many in the impact investing and social enterprise space to read. Anand called out changemakers for “falling prey to . . . a belief in ‘changing the world’ in ways that tend to keep it the same, in using the tools of hypercapitalism to soften its blows, all while refusing to question the system generating the problems.”

Presentations by Morgan Simon, Diana Marie Lee, Taij Kumarie Moteelall, Hope Lehman, Nathalie Molina Niño, Derek Razo, and many more (including me!) provided glimpses of what a truly just, sustainable, and regenerative economy and financial system would look like.

While it is true that some who call themselves impact investors are doing more harm than good by providing a fig leaf of respectability for rapacious, extractive finance, many speakers at the SVC conference delved into the hard questions and put forth radical ideas—exactly what is needed in this time of growing wealth inequality, economic insecurity, and political disengagement.

Sign Up For Our Newsletter

As a thank you for subscribing to our email newsletter, you will receive a free copy of my ebook entitled Get the Right Money from the Right Investors.

  • Email