- Cover
- Half title
- Title
- Limit of Liability / Disclaimer of Warranty
- Contents
- Introduction
- The Road Map: Where to Find Detailed Discussion of Regulation Crowdfunding
- Part 1 The Basics of Crowdfunding
- Chapter 1. What Is Crowdfunding?
- Chapter 2. The Evolution of Crowdfunding
- The Friends-and-Family Offering
- Intermediate Steps: Microlending and Peer-to-Peer Lending
- The Social Media Revolution
- Kickstarter.com and Project Crowdfunding
- Angel Investor Social Media Websites
- Intrastate Crowdfunding Under State Law
- Social Media Crowdfunding (Title III Crowdfunding)
- A Brief Overview of Crowdfunding Under Title III of the JOBS Act and Regulation Crowdfunding
- Part 2 Launching a Successful Title III Crowdfunded Offering, Step by Step
- Chapter 3. Is Crowdfunding Right for Your Company?
- Chapter 4. Preparing Your Company for a Crowdfunded Offering
- Choose the Right Legal Entity
- Decide Where to Incorporate, or Consider Reincorporating Somewhere Else
- What Type of Security Will You Be Offering?
- Amend Your Articles of Incorporation to Create a Separate Class of Shares for Your Crowdfunded Offering
- Set Your Offering Amount and Determine the Dilution for Existing Investors
- Prepare a Term Sheet for the Offering
- Get Your Management Team and Initial Investors On Board
- Chapter 5. Launching Your Crowdfunded Offering
- Chapter 6. Managing and Marketing Your Crowdfunded Offering
- Your Offering Announcement: Where It Should Go, Where It Can’t Go
- Advertising and Promoting Your Offering on the Funding Portal
- Advertising and Promoting Your Offering Elsewhere
- Can the Funding Portal Help You Advertise Your Offering?
- Updating or Changing Your Offering Documents Midoffering
- What If You Made a Mistake in Your Offering Documents?
- Closing Your Offering Early, or Quitting While You’re Ahead
- Filing Progress Reports with the SEC: Form C-U
- Chapter 7. After Your Successful Crowdfunded Offering Is Completed
- Part 3 Communicating with your Crowd
- Part 4 Considerations for Investing in a Crowdfunded Offering or Setting up a Funding Portal
- Chapter 10. Should You Invest in a Crowdfunded Offering?
- Why Are You Investing in a Crowdfunded Company?
- Can You Legally Invest in a Title III Crowdfunded Offering?
- Are You an Accredited Investor?
- What Is Your Tolerance for Risk?
- Calculating Your Investment Limit Under Title III
- Can You Lie About Being Legally Able to Invest?
- Participating in a Crowdfunded Offering
- Bringing in Other Investors
- Selling Your Crowdfunded Securities
- Getting Involved in Your Crowdfunded Company
- When Can You Write Off Your Worthless Investment in a Crowdfunded Company on Your Taxes?
- Chapter 11. Should You Set Up a Funding Portal?
- It May Be Too Late for the Early Money
- Picking a Crowdfunding Niche
- Setting Up a Funding Portal
- The Portal’s Obligations to Vet Issuers
- The Portal’s Obligations to Investors
- The Portal’s Obligations to the SEC
- The Portal’s Obligations to Market and Grow Its Business
- The Portal’s Obligations in Managing Offerings
- The Portal’s Liability for Mistakes
- How a Funding Portal Makes Money
- Using Crowdfunding to Raise Money for a Funding Portal
- Chapter 10. Should You Invest in a Crowdfunded Offering?
- Part 5 Background Essentials: Crowdfunding History, Law, and Regulations
- Chapter 12. Federal Regulation of Private Offerings of Securities Prior to the JOBS Act
- Early 1900s: The States Get the Ball Rolling with Blue-Sky Laws
- 1933: The Federal Government Wades into the Securities Markets
- 1964: The SEC Adopts Regulation A
- 1970: The SEC Adopts Rule 146 for Private Placements
- 1982: The SEC Adopts Regulation D, Adding More Exemptions
- 1996: The National Securities Markets Improvement Act
- 2012: The Jumpstart Our Business Startups Act
- Chapter 13. The JOBS Act and Regulation Crowdfunding Rules
- Title I: The IPO On-Ramp
- Title II: Private Placements and New Rule 506(c)
- Title III: Crowdfunded Offerings of Securities
- Title IV: Expanded Availability of Regulation A
- Title V: Changes to Definition of “Public Company” in the Securities and Exchange Act of 1934
- Title VI: Special Provisions for Banks and Bank Holding Companies
- AFTERWORD: What the Author Really Thinks of Crowdfunding
- ACKNOWLEDGMENTS
- APPENDIX 1: SEC Form C
- APPENDIX 2: Optional Question-and-Answer Format Version of SEC Form C
- APPENDIX 3: Amended and Restated Certificate of Incorporation Creating Classes of Voting and Nonvoting Common Stock and Convertible Preferred Stock [Delaware form]
- APPENDIX 4: Provision of LLC Operating Agreement Creating Classes of Voting and Nonvoting Membership Interest, with Nonvoting Preferred Interests
- APPENDIX 5: Some Rights of Shareholders Under State Corporation Laws
- APPENDIX 6: Term Sheet for Crowdfunded Offering of Debt Securities
- APPENDIX 7: Term Sheet for Crowdfunded Offering of Series B (Nonvoting) Preferred Shares in Corporation
- APPENDIX 8: Term Sheet for Crowdfunded Offering of Class B (Nonvoting) Membership Interests in a Limited Liability Company
- APPENDIX 9: Sample Risk-Factors Section of a Crowdfunded Offering Statement
- APPENDIX 10: Sample Accredited Investor Questionnaire
- Chapter 12. Federal Regulation of Private Offerings of Securities Prior to the JOBS Act
- Suggestions for Further Reading
- Index
- About the Author
- Free Sample Chapter from Fail Fast or Win Big by Bernhard Schroeder
- About Amacom
- Copyright
THE
CROWDFUNDING
HANDBOOK
Raise Money for Your Small Business
or Start-Up With Equity Funding Portals
CLIFF ENNICO
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