INDEX
The index that appeared in the print version of this title was intentionally removed from the eBook. Please use the search function on your eReading device for terms of interest. For your reference, the terms that appear in the print index are listed below
A
accountant
accredited investors
issuer steps to verify status
sample questionnaire
add-on fees, of funding portals
advance-sale copies
advertising
by funding portal
general
prohibition on
restrictions on
rules eliminating prohibition of
advisers, investors as
aggressive-growth securities
Amendment to Offering Statement
American Committee for the Statue of Liberty
American Institute of CPAS (AICPA)
angel investors
Rule 506(c) and offerings for
social media websites
Angel.co
AngelList
annual income of investor, and purchase limits
annual reports, filing
antidilution rights, of corporate shareholders
antifraud rules
articles of incorporation, amending
assumed par value capital method, for franchise tax calculation
audited financial statements
authorized shares method, for franchise tax calculation
B
“bad acts”
by investors
issuers disqualified by
bank wire transfer
bankruptcy, filing for
banks
funds in escrow
provisions for
Best, Jason W.
blank-check companies
blue-sky laws
board of directors, investors as
book publishers, subscriptions
business partners, investors as
business plan
changing
communicating changes
cost of
questions when developing
buying back shares
C
C corporations
crowdfunding and
legal expenses of
taxes of
capital, from friends and family
capital loss, investment as
capitalization table, updating
Cassady-Dorion, Zak
Central Index Key (CIK) code
certificate of incorporation, amended and restated
certification of financial statements
certified public accountant (CPA)
financial statement review by
CIK (Central Index Key) code
class-action lawsuits
closing date
for offering
withdrawing investments before scheduled
closing offerings early
coaching, by funding portal
commissions, from issuers and investors
common stock
creating voting and nonvoting classes
communications
for business plan changes
funding portal for
funding portal setup of channels
with issuers and portal during offering process
during offering period
with shareholders
companies
investor involvement in
shareholder rights to compel dissolution
company e-newsletter
competition
confidential information and
use of same funding portal
concept companies, offering amount
confirmation statement, from portal
Constant Contact
convertible notes
term sheet for
convertible preferred stock, creating class of
corporate mimic LLCs
and franchise tax
corporate minute book
corporate veil, efforts to pierce
corporation, for funding portals
costs
of business plan
of crowdfunding
of funding portals
credit card
CrowdFund Capital Investors, LLC
crowdfunding
author’s views
basics
C corporations and
companies prohibited from
costs of
definition
intrastate under state law
limits
multiple offerings
overview
to raise money for funding portal
requirements for offering
S corporation and
types
see also offerings
Crowdfunding Professional Association
D
D&O insurance
deadline, changing
debit card
debt securities, term sheet for crowdfunded offering of
decision to accept failure
Delaware, corporate taxes in
deregistration
derivative action, for class-action lawsuit
dilution of equity
direct action, for class-action lawsuit
disclosure documents, preparing
dissolution of company, shareholder rights to compel
documents
annual reports
for C corporation
capitalization table
corporate minute book
for crowdfunding offering
disclosure document preparation
financial statements
periodic reports
stock transfer ledger
updating or changing midoffering
see also offering documents
due diligence
by funding portal
by portal
E
Electronic Data Gathering, Analysis, and Retrieval (EDGAR)
email communications service
emerging growth companies (EGCs)
equity, giving up in offering
equity crowdfunding
escrow funds
Excel spreadsheet
on proceeds use
for tracking stock transfers
exhibits, PDF for
extending closing date for offering
F
failure
decision to accept
email announcement of
as tax writeoff
Financial Industry Regulatory Authority (FINRA)
portal registration with
financial statements
from issuer
follow-up offering, considerations
foreign companies
Form 1120-S
Form C
offering statement
Form C Disclosures
changes to
mistakes in
Form C-AR
Form C-TR
Form C-U
Form D, Rule 506(c) and
Form Funding Portal (SEC)
franchise taxes, on authorized shares
fraud
funding portal assessment of potential
state regulator and
friends and family
capital from
offering to
funding portals
add-on fees of
advertising and
coaching by
for communications during offering period
communications with
crowdfunding to raise money for
decision to set up
definition
due diligence by
early firms
finding right one for offering
getting money from
investors listed with
liability of
marketing by
niche for
obligation to vet issuers
obligations to investors
obligations to market and grow business
record keeping by
revenue process
rules for
setup steps
term sheet for
G
GAAP (generally accepted accounting principles)
rules eliminating prohibition of
general solicitation
rules eliminating prohibition of
generally accepted auditing standards (GAAS)
gift crowdfunding
Google Alerts
Grameen Bank
Great Recession
growth-and-income securities
I
income-only securities
incorporation
amended and restated certificate
location for
information
availability to non-accredited investors
for investors
initial public offering (IPO)
process and disclosure for
insignificant deviations, in offering documents
inspection rights, of corporate shareholders
Internal Revenue, see U. S. Internal Revenue Service (IRS)
Internet, raising capital on
investment companies
investments
calculating limit under Title III
returned unexpectedly
as tax writeoff
time for
withdrawing before scheduled closing date
investors
affirmative process
bad behavior by
as board members
bringing in other
commitments of
crowdfunding legal requirements
decision to become
funding portal’s obligations to
handling for successful offering
involvement in company
issuing securities to
know-it-all investors
listing with funding portal
Mata Hari investors
offering to buy back shares
questionnaire certificate of LLC
reasons for investing
responding to
risk tolerance
rules for
signature page for questionnaire
as time vampires
tracking contact information for change
see also accredited investors
IPO, see initial public offering (IPO)
IRS, see U. S. Internal Revenue Service (IRS)
issuers
communications with
portal obligation to vet
steps to verify accredited investor status
J
Jumpstart Our Business Startups (JOBS) Act
crowdfunding overview
federal regulation prior to
on funding portals and issuers
qualifying under
Title I
Title II
Title III
Title III crowdfunding limits
Title IV
Title V
Title VI
know-it-all investors
L
launching offering
disclosure documents preparation
finding help for
lawyer
legal entities
regular or C corporations
legal expenses, of C corporation
liability
of advisory board
of funding portals
of issuing companies
limited liability
of S corporation
LLCs (limited liability companies)
bias against
and certificated membership certificates
investor questionnaire certificate
membership interests
provision creating classes of voting and nonvoting membership interest
term sheet for class B membership interest
M
malpractice insurance, for securities law work
market validation, start-up looking for
Mata Hari investors
matchmaker
material mistakes, in offering documents
maximum offering amount, setting
meetings
nonvoting shareholders right to receive notice
for promoting offering
mentor
microlending
minimum offering amount, setting
mistakes
in offering documents
portal liability for
MoneyHunt
N
National Crowdfunding Association
National Securities Markets Improvement Act of 1996 (NSMIA)
negative news, sharing with investors
Neiss, Sherwood
net worth of investor
and purchase limits
New Deal legislation
New York (state)
and LLCs
securities laws
newsletter
Nobel Peace Prize (2006)
non-accredited investors, information availability to
nonvoting classes of common stock creating
redeemable
right to receive notice of meetings
notes
notice of investment commitment
notice-filing requirements
NSMIA (National Securities Markets Improvement Act)
O
Obama, Barack
offering announcement
offering documents
funding portal review of
investors’ signing of
mistakes in
offering statement
question and answer format
sample risk-factors section
offerings
advertising and promoting on portal
approval by management team and initial investors
closing, portal outage and
closing early
completion of successful
decision to invest
finding right portal for
funding portal obligations during period of
handling investors for successful
launching another after completing first
limitation under Regulation A
participating in
setting schedule and minimum/maximum amounts
term sheet preparation for
“upstairs-downstairs”
online syndicates
operating agreement for LLC
ordinary loss, investment as
overseas business, LLC format for
P
paperwork, see documents
partners, crowdfunding investors as
PayPal account
PDF (Portable Document Format), for exhibits
peer-to-peer lending
periodic reports, filing requirements
personal networks
phantom income problems, of S corporation
piercing corporate veil
portal, see funding portals
PowerPoint presentation
preemptive rights of shareholder
preferred stock
creating class of convertible
term sheet for crowdfunded offering of
preparation for offering
price-based antidilution protection
privacy
private offerings of securities, federal regulation prior to JOBS Act
private placements, SEC Rule 146 for
progress reports, filing with SEC
project crowdfunding
promissory notes
physical form for
term sheet for
proxy fight
public companies
definition change
public offering
see also offerings
Pulitzer, Joseph
R
record keeping
by funding portal
see also documents
registration
blue-sky laws requirement for
requirements for
regular or C corporations
Regulation A, expanded availability
Regulation Crowdfunding (SEC)
calculating investment limit
on communications
companies qualifying for offerings
crowdfunding overview
early-stage company offering possibilities
on filing offering documents
finalization
funding portal defined
on funding portal rejection of investor
on funding portals and issuers
limits on amount raised per 12 months
offering announcement
and posting supplemental materials
qualifying under
and specialization
Regulation D
Rule 501
Rule 501, accredited investor defined
Rule 502(b)
Rule 504
Rule 505
Rule 506
Rule 506(c)
resales of securities
“residual” Section 4(a)(2) exemption
reviewed financial statements
risks
sample section of offering statement
statement on
tolerance for
S
“safe harbor”
SEC, see U. S. Securities and Exchange Commission (SEC)
securities
federal regulation of private offerings prior to JOBS Act
issuing to investors
resales of
restrictions on launching private offerings
selling
Supreme Court definition
types
Securities and Exchange Act of 1934
public company definition change
Section 12(g)(4) on deregistration
securities markets, federal government history
selling crowdfunded securities
seminars, for promoting offering
serious mistakes, in offering documents
shareholders
annual meeting
communications with
meeting notice for nonvoting
revolts
rights
rights under state corporation laws
Shark Tank
shell companies
signature page, for investor questionnaire
small businesses
social media
negative comments and reviews about company
social media crowdfunding
social media marketing expert
social media platforms
social networks, notice for
solicitation
general
rules eliminating prohibition of
start-up company
angel investors’ identification of
offering amount
Start-up Exemption Regulatory Framework
state blue-sky laws
complying with
state corporation laws, shareholder rights under
state law, intrastate crowdfunding under
Statements on Standards for Accounting and Review Services
stock certificates
stock transfer ledger, creating
stocks
creating multiple classes
LLCs and
structural antidilution protection
Subchapter S corporations
supplemental materials
taxes
of C corporation
failure as writeoff
franchise, on authorized shares
investments as writeoff
and S corporations
term sheet
for class B membership interest in LLC
for crowdfunded offering of debt securities
for crowdfunded offering of series B preferred shares
preparing for offering
time vampires
trust investor, certificate of
U
uncertificated securities
unincorporated businesses
U. S. Internal Revenue Service (IRS)
charity registered under 501(c)
Section 1244 stock
Section 165
Subchapter C
U. S. Securities Act of 1933
exemption of public offering registration process
Section 4(a)
Section 4(a)(2)
Section 5 registration requirement
U. S. Securities and Exchange Act of 1934
U. S. Securities and Exchange Commission (SEC)
annual reports filed with
Electronic Data Gathering, Analysis, and Retrieval (EDGAR)
filing progress reports with
offering under Rule 504
offering under Rule 506(b)
periodic reports
portal obligations to
Regulation A
Regulation D
Release No. 33-9741
restrictions on raising capital
Rule 146 for private placements
Rule 147 on intrastate offerings
Rule 504
Rule 505
Rule 506
“Small Entity Compliance Guide”
U. S. Supreme Court
securities, defined
United States, securities laws
“upstairs-downstairs” offering
use-of-proceeds chart
V
voting classes of common stock, creating
voting rights
of corporate shareholders
of crowdfunded investors
W
warrants, notes issued with
websites
of author, “Demystifying the Business
Organization”
X
XML format
Y
Yunus, Mohammed