Читать книгу Equity Crowdfunding for Investors - Matthew R. Nutting - Страница 13

Various terms are being used by different people in reference to equity crowdfunding and related platforms, portals, and rules. The variety of terms can get confusing. Because this is a brand-new industry, governed by fairly complex laws and regulations, it will take a few years before everyone settles on a single nomenclature. To avoid confusion, here are the terms we use predominantly in this book:

Crowdfunding platforms Websites that host crowdfunding campaigns. These include donation, rewards, and Title III securities (debt and equity) crowdfunding sites that are open to participation by everyone (the crowd). They do not include Regulation D securities offering platforms because those are open only to accredited investors, not the crowd. (Some people, nevertheless, might refer to Reg D offering platforms as crowdfunding platforms – we think this nomenclature creates confusion.)

Equity crowdfunding The offering and sale of equity-based private securities to all investors (including nonaccredited ones), authorized by Title III of the JOBS Act. Equity means ownership, and an investor who purchases equity shares becomes a part owner in the company that issues those shares. Such offerings can be made only through registered intermediaries, whether broker-dealers or funding portals.

Funding portals One of the two kinds of intermediaries (the other kind being broker-dealer platforms) authorized by Title III of the JOBS Act to host offerings of private equity-based securities via crowdfunding.

Regulation D offering platforms Websites that host offerings of Regulation D (or Reg D) securities, open only to accredited investors. These platforms, which may feature both Rule 506(b) and Rule 506(c) offerings, look like crowdfunding portals in some respects, but they are not open to all investors (the crowd).

Title III One of the seven titles in the Jumpstart Our Business Startups (JOBS) Act of 2012. Title III authorizes equity crowdfunding and allows participation by all investors, both accredited and nonaccredited. Title III adds the “crowdfunding exemption” to the list of offerings that are exempt from SEC registration, as set forth in Section 4 of the Securities Act of 1933.

Title III equity offerings This means the same thing as equity crowdfunding offerings, but we sometimes refer to Title III in order to (1) remind readers of the legal basis for equity crowdfunding and (2) distinguish between equity crowdfunding (for all investors) and Regulation D offerings (for accredited investors only).