Securities crowdfunding is designed to permit companies to raise capital in small amounts from a lot of people. On April 5, 2012, President Obama signed into law the JOBS Act, which set the stage for legalized securities crowdfunding. The SEC adopted rules permitting crowdfunding on October 30, 2015.

While crowdfunding has the potential to open up many possibilities, it comes laden with regulation, disclosure requirements, and increased liability exposure. Anyone seeking to take advantage of these opportunities must have a good understanding of the legal, regulatory, and market framework to properly navigate the ever-changing landscape.

Our Crowdfunding group of attorneys represents a broad range of clients raising capital through crowdfunding platforms. Our attorneys also represent many of the leading crowdfunding platforms, including those in real estate, technology and various specialty industry verticals. We bring a mix of real world experience and deep relationships with regulators, including a former General Counsel for a leading equity crowdfunding platform and a former attorney at the U.S. Securities and Exchange Commission. In addition, the firm has a deep bench of securities, regulatory and financial services experience that can be leveraged to help businesses raising capital and crowdfunding platforms in all aspects of their business.

Our services for crowdfunding platforms include:

  • Business model design and counseling
  • Outside vendor selection including software vendors
  • Funding portal and broker-dealer registration with the SEC and FINRA
  • Regulatory exams and responding to regulatory inquiries
  • Building a compliance program and ongoing compliance counseling
  • Building a due diligence program
  • Structuring transactions and securities offerings
  • Website and marketing compliance
  • Constructing form transaction documents
  • Structuring specialty "crowdfunding" securities
  • Transaction-by-transaction representation

Our services for businesses seeking to raise capital via crowdfunding include:

  • Fundraising strategy
  • Preparation for running a crowdfunding campaign
  • Assistance selecting a crowdfunding platform
  • Review and negotiation of platform engagement letter
  • Assistance with platform due diligence and operations
  • Preparation and review of transaction and disclosure documents
  • Ongoing corporate representation

Speaking Engagements/Publications:

  • "SC Joins Crowdfunding Crowd"Upstate Business Journal (October 23, 2015)
  • FinTech: Law and Disruption Conference, FinTech startups, Crowdfunding and Marketplace Lending, New York Law School (October 2015)
  • "Crowdfunding and Online Direct Lending (Peer-to-Peer)," Practicing Law Institute (PLI), (Setpember 2015)
  • "Crowdfunding and Online Direct Lending (Peer-to-Peer)," Practicing Law Institute (PLI), (Setpember 2014)
  • "Raising Venture Capital Funds: Reach More LPs Using General Solicitation," Practicing Law Institute (July 2014)
  • "Much Ado About Crowdfuning," American Bar Association, Business Law Section (Spring Meeting) (April 2014)
  • "Crowdfunding and Online Direct Lending (Peer-to-Peer) 2014", Practicing Law Institute (September 15, 2014)
  • SEC Comment Letter: "Accredited Investor Definition," (July 8, 2014)
  • Contributor (Chapter 12), "Crowdfunding: A Guide to Raising Capital on the Internet," Bloomberg Financial (March 24, 2014)
  • Panelist: "Angel Groups and Crowdfunding," PA Angel Network (PAN) (December 2013)
  • "CROWDFUNDING- New SEC Rules-Financing Small Business and Entertainment," New York City Bar (December 2013)
  • "SEC Proposes New Crowdfunding Rules," Client Alert from Securities Practice Group (October 28, 2013)
  • "Nelson Mullins’ Initial Observations on the Proposed Crowdfunding Rules." Client Alert from Securities Practice Group (October 25, 2013)
  • Moderator: "Accredited Investor Crowdfunding: New Rules Mean Big Opportunity," TiE New York (October 2013)
  • Instructor: "Entrepreneurship Panel: JOBS Act/General Solicitation 101," General Assembly (August 2013)
  • Panelist: "Reg. D Offerings Online," Crowdfunding Professionals Association (CfPA) 2nd Annual Crowd Investing Innovation Forum (August 2013)
  • Moderator: "Legal issues every startup should consider," The Indus Entrepreneurs (TiE)- New York (April 2012)
  • Moderator: "Financing your startup with Equity Crowdfunding," The Indus Entrepreneurs (TiE)- New York (December 2012)
  • Panelist: "Equity Crowdfunding Friday Speaker Series," theAlley NYC (February 2013)