Is Equity Crowdfunding Right for Your Business?

By Cliff Ennico

April 12, 2016 6 min read

Last week, my new book, "The Crowdfunding Handbook," was officially released. Three years in the making, this book is the first of many you will be reading about equity crowdfunding — how a business can utilize crowdfunding websites, such as Kickstarter, to raise capital online from its social media followers and fans.

On May 16, 2016, new federal regulations will go into effect that will kick start (sorry, I couldn't resist) a new wave of web-based financing. Promoters say these regulations will overwhelm the more traditional sources of startup funding, such as bank loans, wealthy angel investors and venture capital.

But will they really?

So far, comments on the new rules have been mixed. While many pundits view the new rules as revolutionary, just as many others say that the market for crowdfunded investments is years, or even decades, away.

The naysayers are not without some valid arguments. The U.S. Securities and Exchange Commission — the federal agency that regulates offerings of securities, among other things — hasn't made it easy for companies to raise capital via crowdfunding. The new rules impose fairly severe limitations on companies. For example:

—All securities offerings must go through a funding portal registered with the SEC and federal banking authorities, which are subject to a gazillion regulations that will likely lead them to impose high fees on their startup clients.

—Companies looking to raise more than $100,000 by crowdfunding must include reviewed financial statements, prepared by an independent accounting firm, in the offering documents.

—People who are not accredited investors (high-net worth individuals to whom the restrictions don't apply) can only invest small amounts of money in crowdfunded offerings.

—Companies cannot advertise or promote their offerings outside of the funding portal, except for a modest tombstone ad on the company website.

A number of securities law experts I've spoken to predict that startup company advisers will discourage their clients from taking advantage of crowdfunding. Two of their reasons are:

—Bringing in a lot of unsophisticated investors early on will discourage wealthy angels, venture capitalists and other more serious investors from participating in later rounds of financing.

—It will be difficult for most startup founders to handle a large, unruly group of crowdfunded investors who may make unreasonable demands on management's time and resources.

Understandably, the SEC doesn't want to allow unscrupulous promoters of bogus startups to take advantage of naive, unsuspecting people. But have the regulators gone too far the other way by imposing so many crowdfunding hurdles that a healthy, thriving market will fail to develop?

A number of commentators say "yes"; but I disagree.

I do agree that most early-stage technology companies will probably forego crowdfunding for the reasons discussed above. The only exception, I think, will be so-called concept companies: startups that have little more than an idea for a new product, service or technology and need small amounts of money ($50,000 to $150,000) to do basic marketing research, develop a prototype and patent their invention. Such companies are considered too risky for traditional venture financing and, as such, are likely candidates for crowdfunding.

But there are many other types of business — two in particular — that I think would be excellent candidates for crowdfunding under the new rules.

Retail and Service Businesses With Huge Social Media Followings. Let's say, for example, that a world-famous restaurant, such as Fraunces Tavern in New York City, is looking to raise money. Restaurants, like most retail and service businesses, are low margin and unscalable, making them unattractive to venture investors. Historically, they have had to rely on bank loans to raise the capital they need to grow, or sometimes they just refurbish. But bank loans are rigid and inflexible because they must be repaid with interest. Banks also require borrowers to operate their business within a narrow range of restrictive covenants that often prevent them from taking necessary business risks.

But if a restaurant has a huge following on social media (Fraunces Tavern has hundreds of "likes" on Facebook and thousands of followers on Twitter), it might be able to raise the money it needs through crowdfunding. Many people would want the bragging rights of being able to say they "own" a piece of Fraunces Tavern. And if the restaurant offers a discount coupon or a free entree for larger investments, voila!

Project Businesses. These are businesses that have traditionally relied on project financing or limited partnership financing, such as real estate developments, oil and gas drilling, movie productions and Broadway theater productions. I think these will benefit from crowdfunding, especially if investors receive something tangible in return for their investments (like free tickets to a Broadway show or licensed merchandise) besides their shares.

My prediction is: The businesses most likely to benefit from equity crowdfunding are those that have traditionally relied on bank loans or project financing, have a large social media following (and perhaps a touch of glamour), and can offer investors something other than a piece of the action.

Cliff Ennico (crennico@gmail.com) is a syndicated columnist, author and former host of the PBS television series "Money Hunt." This column is no substitute for legal, tax or financial advice, which can be furnished only by a qualified professional licensed in your state. To find out more about Cliff Ennico and other Creators Syndicate writers and cartoonists, visit our Web page at www.creators.com.

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