The JOBS Act: Crowdfunding for Small Businesses and Startups
Copyright 2012 by William Michael Cunningham
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FOR MY MOTHER
Contents
About the Author
William Michael Cunningham is an economist, investment advisor, researcher, and social investing policy analyst. Cunningham researches, evaluates, develops, and creates specific socially responsible investments. On February 6, 2006, he warned the SEC that statistical models he created using his Fully Adjusted Return Methodology signaled the possibility of system-wide economic and market failure. A former securities broker and institutional salesman, he works with pension fund trustees, investment managers, community activists, government agencies, and financial industry organizations to create and implement social and community investing initiatives. Cunningham has testified before the Ways and Means and Financial Services Committees of the U.S. House of Representatives. In an October 1998 petition to the United States Court of Appeals, he opposed the elimination of the GlassSteagall Act, citing evidence that growing financial market malfeasance greatly reduced the safety and integrity of large financial institutions. Cunningham has been involved in the provision of online resources to small businesses for more than 15 years, posting his first website in 1995. In 2002, he created a proposal for an early version of crowdfunding. Cunningham holds an MA in economics from the University of Chicago, as well as an MBA in finance from the universitys Booth School of Business.
Acknowledgments
I thank my college and graduate school interns, current and former, for their help. They are a remarkable group of talented young people. I have been honored to work with all of them.
In the current year, Mr. Thilina Basnayake, a second-year student at the University of Virginia, has been extremely helpful. He worked on this book as part of his summer internship with Creative Investment Research, Inc.
I also thank Claiborne Booker, an alumnus of the Booth School at the University of Chicago and Creative Investment Research, Inc., Advisory Board member Larry McCoy. Both were a great help, as was American Legion Kenneth H. Nash Post 8.
Last, but not least, Lineage Family Reunion members Gladys and William David Jackson were instrumental in providing needed assistance that allowed me to complete this book so quickly.
Introduction
Social media is one of the most remarkable developments of the Internet revolution. One need look no further than Egypt, the United Kingdom, the United States, Syria, or Libya to view the influence that online communities have had in the political sphere. Now, this power has come to the business world, specifically the marketplace for equity shares in business startups.
On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act, better known as the JOBS Act. The Act is designed to reopen American capital markets to small companies, defined as emerging growth companies. I believe this is one of the most significant legislative initiatives since the Securities and Exchange Acts of 1933 and 1934. This law changes everything.
A composite of several pieces of proposed legislation,
Small businesses and startups can now raise up to $1 million in equity (or debt) funding online via what are called Crowdfunding Platformsonline communities and websites. Imagine an eBay-like site that allows you to post your idea for a commercial venture online and then allows investors to purchase equity shares or stakes in it. As one journalist put it, its social media meets venture capital.
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1 H.R. 2930, H.R. 2940, H.R. 1070, H.R. 2167, H.R. 3606, H.R. 4088.
2 Om Malik, Kickstarted: My Conversation with Kickstarter Co-founder Perry Chen, May 22, 2012. GigaOM. Available at: http://gigaom.com/2012/05/22/kickstarter-founder-perrychen-intervie/
I believe that not only will companies now be able to use the Internet to raise significant amounts of capital (equity or debt) funding but, having done so, they will also use the new media to drive in new ways sales, product development, distribution, social/sustainability benefits, compliance/branding issues, and customer support. This really changes everything. This book is about the development and implementation of the law, what it means, and how and why it will impact the business startup marketplace. The book also describes significant transformational opportunities, and risks, for those seeking to understand the economic implications of the new law.
Not just for entrepreneurs, the book will benefit securities lawyers, community development specialists, educators, venture capitalists, and those offering services in the new crowdfunding arena. It is, simply, the most current and most comprehensive compendium of information on the law and its impact on this new market.
Plan of the Book
I start at the beginning, with a summary of the JOBS Act. Next, I review the current financing environment for startups, followed by a review of Emerging Growth Companies (EGCs), a new business firm category created by the JOBS Act. I cover disclosure and crowdfunding in the next chapters. Portals, like Indiegogo and Kickstarter, are described next. I end where we began, with a section by section review of the JOBS Act.