But raising funds from thousands of investors could create headaches down the road, said Arkansas Securities Commissioner Heath Abshure.
Although the bill eases federal requirements for completing private share offerings, a young company would then be bound by SEC rules protecting the rights of their new stockholders, as well as by certain state laws. Accommodating those shareholder rights can involve new costs, and some loss of the autonomy that entrepreneurs treasure.
“You have new owners. That’s what a shareholder is,’’ Abshure said.
State securities regulators will be scrutinizing start ups that issue shares through crowdfunding, because regulators fear that the relaxed federal rules will permit hordes of scammers to fleece unsophisticated investors. A trade group for those state regulators, the North American Securities Administrators Association, was among the consumer groups and other organizations that opposed many elements of the JOBS Act.
Abshure, a vocal critic of the bill, nevertheless sympathizes with the desire for less burdensome means of raising start-up capital. In his past work as a corporate attorney, he helped small companies sell shares to investors. But he warns that a start up with 1,000 crowdfunding shareholders scattered across the globe may have trouble attracting venture capital when the time comes for a second financing round.
Venture firms will probably seek shares on better terms than the crowdfunding investors received, setting up a possible revolt among original shareholders, Abshure said.
Mark Heesen, president of the National Venture Capital Association, said VCs would help start ups resolve such complications if they see real potential in the company. But if the VC’s interest is only tepid, a passle of crowdfunding shareholders could tip the balance against the VC’s investment, Heesen said.
Thomas Lee Hazen, a securities expert and law professor at the University of North Carolina at Chapel Hill, sees jeopardy for startups who write their own share offering materials and post them on a crowdfunding website without the kind of advice they’d have gotten from the attorneys and investment banks that shepherd traditional IPOs.
Young enterpreneurs are likely to describe their crowdfunding projects with zeal and enthusiasm, Abshure said. But if they omit risks or material information needed by potential investors, they could be vulnerable to state fraud prosecutions, he said.
M.J. Bogatin, the Bay area attorney, reminds his clients that every statement they make on the Internet is forever preserved and broadly visible to federal and state regulators, as well as tax authorities. “It’s anything but private,’’ he said. “Now the very enterprise is public by nature.’’
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