Los Angeles Business Journal

Sharing the Wealth

OP-ED: Direct Public Offerings tap investors without risk of JOBS Act’s crowdfunding exemption rules. By Jenny Kassan Monday, November 18, 2013

• Requirement of reviewed or audited financials for companies raising more than $100,000.

• Prohibition on direct communication with potential investors.

• Requirement that investors can pull out at the last minute if they change their mind.

• Requirement to disclose financial statements to the general public until the company dissolves.

• Onerous ongoing reporting requirements.

At the same time, the risk to investors is still great because these offerings are completely unvetted. And without income or net-worth verification, investors stand to lose more than they can afford.

In fact, since submitting our petition, we have focused on a much better way to do investment crowdfunding. We now use a little known tool that has existed for decades called Direct Public Offerings that work under existing law. Yes, existing law!

While DPOs also allow public offerings of securities to all, whether wealthy or not, they must be filed with the states and are screened by state-level securities regulators who have a great deal of experience at spotting fraud and overly risky propositions. That is a big advantage over the JOBS Act, which prohibits state securities regulators from getting involved. Vetting by such regulators reduces the need for onerous limits. Generally, DPOs do not require audited or reviewed financials, caps on total amount raised or individual investments, ongoing reporting or limitations on communications.

One of our clients, Arroyo Food Co-op, a startup cooperative grocery store in Pasadena, is using a DPO to raise money from its community to open. The co-op is offering loans that pay a competitive rate of return. Because Arroyo registered the offering with the California securities regulators, there is no cap on the amount it can accept from each investor and it was not required to provide audited or reviewed financials.

With final rules yet to come, the ultimate fate of the JOBS Act crowdfunding exemption still remains to be seen.

Fortunately, Direct Public Offerings, which are legal today, are a powerful way to raise significant amounts of capital from the crowd.

Direct Public Offerings make investing in Main Street possible today. Let’s put crowdfunding to use and Americans back to work.

Jenny Kassan is chief executive of Cutting Edge Capital in Oakland.

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