Deciding Among Exempt Offering Alternatives
In recent years, there has been a proliferation of exempt offering alternatives. In advising clients regarding which exempt offering alternative may best meet their objectives, we often suggest that they consider, among other things, the amount of capital they seek to raise, whether the ability to use general solicitation or the ability to test the waters is important to their distribution plans, which categories of investors are most likely to participate in the proposed offering, the constraints on resales of the offered securities by investors, and whether state securities registration will be required. We have organized this comparative chart to frame the answers to these questions for issuers and their financial intermediaries.
Various securities regulations including, but not limited to, exemptions from the securities registration requirements in the United States incorporate limitations on the types of investors that may participate in a transaction. In many cases, financial tests may be used as a proxy for sophistication. In this chart, we describe the most important categories to consider for US transactions.
Financial Intermediary Comparison for Crowdfunded Offerings
Many exempt offerings that rely on the use of internet-based marketing efforts are loosely referred to as “crowdfunded offerings.” These may include: Regulation A offerings that are conducted using internet-based marketing; offerings made in reliance on Rule 506(b) that use internet-based marketing to reach investors that already have been qualified as “accredited investors;” Rule 506(c) offerings made using internet-based marketing; and crowdfunded offerings made in compliance with Regulation Crowdfunding. In this chart, we summarize briefly the requirements applicable to financial intermediaries, including broker-dealers and funding portals in the case of crowdfunded offerings made pursuant to Regulation Crowdfunding.