? 12/07/2016 4:00 pm
Panel Discussion: Legal Pitfalls in Equity Crowdfunding
Equity Crowdfunding has opened up exciting new avenues for startups and established companies to raise money from the crowd. The exemptions under the JOBS Act allow non-accredited investors to become sharks and invest in companies they believe in. Contrary to rewards-based crowdfunding like on Kickstarter, where investors are called “backers” and receive non-monetary perks for their support, equity crowdfunding allows companies to issue shares to their investors.
The bad news is that the rules and regulations issued by the SEC are very strict and even seemingly small things can lead to big problems. In this panel discussion led by Douglass Ellenoff, we dive deep into the matter and our expert panelists share their insights. Followed by audience Q&A.
Douglas S. Ellenoff, a member of Ellenoff Grossman & Schole LLP since its founding in 1992, is a corporate and securities attorney with a specialty in business transactions and corporate financings. The Firm, which consists of 65 lawyers, has established itself as a leader in various capital market initiatives, such as, Crowdfunding (CrowdESQ.com), SPACs, PIPEs and Registered Direct offerings. He is also Chairman and Co-Founder of iDisclose, an online application for entrepreneurs. During his career, he has represented numerous entrepreneurs, broker-dealers, venture capital investor groups and many corporations involved in the capital formation process. In the last few years alone, he has been involved at various stages in numerous registered public offerings, including 100 financings and, with other members of his firm, over 500 private placements into public companies (see PIPEs and Venture Capital), representing either the issuers of those securities or the registered broker-dealers acting as placement agent. Along with other members of his Firm, Mr. Ellenoff has been involved at various stages with 70 registered blind pool offerings (commonly referred to as “SPACs”) and 25 sizable SPACquisitions (the M&A component). With respect to Crowdfunding, he is actively engaged with clients (funding portals, broker-dealers, technology solution providers, software developers, investors and entrepreneurs)– he has been to both the SEC and FINRA numerous times to discuss the proposed rules. He also provides counsel with regard to their respective ongoing (SEC, AMEX and NASD) regulatory compliance. Mr. Ellenoff has represented public companies in connection with their initial public offerings, secondary public offerings, regulatory compliance as well as general corporate governance matters.
Amy Wan, Esq., CIPP/US is practices crowdfunding and syndication law. Formerly, she was General Counsel at Patch of Land, a real estate marketplace lending platform. While there, Amy pioneered the industry’s first payment dependent note that is secured pursuant to an indenture trustee and designed to be bankruptcy remote, and advised the company on its Series A funding round. In recognition her work at Patch, she was named as a Finalist for the Corporate Counsel of the Year Award 2015 by LA Business Journal. Amy also brings extensive experience in legal innovation and rethinking the delivery of legal services. She is the founder and co-organized of Legal Hackers LA, and was named one of the one of ten women to watch in legal technology by the American Bar Association Journal in 2014. Prior to joining Patch of Land, Amy worked in enforcement and compliance at the U.S. Department of Commerce, where she represented the United States at the WTO and participated in free trade agreement negotiations on regulatory coherence and technical barriers to trade. Amy also spent time at the U.S. Department of State and U.S. Department of Transportation as a Presidential Management Fellow. She holds an LL.M. in Public International Law from the London School of Economics and Political Science, a JD from the University of Southern California Gould School of Law, and a BA in Biological Sciences from the University of Southern California.
Amit Singh is a shareholder in Stradling’s corporate and securities law practice and is a member of the firm’s mergers & acquisitions and emerging growth companies practice groups. Amit has extensive experience advising emerging growth companies and the investors that finance them. His practice primarily concentrates on venture capital and private equity transactions, mergers and acquisitions, joint ventures, employee benefits and executive compensation, intellectual property sale and licensing transactions and general corporate law. Amit also represents managers and investors in the formation of venture capital, private equity and hedge funds. After a fund is formed, he often continues to add value as outside general counsel to the fund, assisting its managers in the fund’s transactions and advising on issues that arise throughout the life of the fund. Amit has experience counseling companies and investors in a broad range of industries, including life sciences, software, hardware, communications and networking, internet, manufacturing and distribution, and medical devices. He normally acts as outside general counsel to such companies, advising them from inception through an exit event. Prior to joining the firm, Amit was the founder and managing attorney of Benchmark Law Group PC, a corporate law boutique, and practiced corporate law at Cadwalader, Wickersham & Taft LLP in New York City and Cooley LLP in Palo Alto.
Louis Taubman is a partner in the New York office of Hunter Taubman Fischer & Li. Mr. Taubman’s practice concentrates on securities law, corporate finance and corporate governance. Mr. Taubman represents issuers, broker-dealers and investors in connection with private and public financing transactions, mergers and acquisitions, corporate governance and SEC compliance. Mr. Taubman currently provides advice to various issuers with regard to their continued Securities Exchange Act of 1934 reporting requirements, as well as related issues of corporate compliance and governance. Mr. Taubman also assists issuers with regard to initial listing on the Nasdaq, NYSE-MKT, OTCQX and other markets and exchanges, as well as ongoing compliance with exchange listing requirements.
Mark Roderick concentrates his practice on the representation of entrepreneurs and their businesses. He represents companies across a wide range of industries, including technology, real estate, and healthcare. Expanding on his in-depth knowledge of capital raising and securities law, Roderick is spearheading Flaster Greenberg’s Crowdfunding Practice and is one of the leading Crowdfunding lawyers in the United States. For more information on Crowdfunding, including news, updates and links to important information pertaining to the JOBS Act and how Crowdfunding may affect your business, follow Mark’s blog by visiting www.crowdfundattny.com.