Log in
updated 2:54 PM CDT, Jul 28, 2018

FlynnsHarp logo 042016

Arrival of federal crowdfunding gives start-up companies options

Almost four years overdue, federal crowdfunding rules went into effect last week to fulfill a 2012 Congressional mandate to "democratize" the process by which entrepreneurs and small businesses can raise start-up capital from "the crowd" of investors of average means.

Some cynics might view as "Democracy in action" the fact that it took almost four years for the Securities and Exchange Commission to come up with the rules that Congress originally gave it 180 days to enact so the legislation known as the Jumpstarts Our Business Startups (JOBS) Act could go into effect.

But the upside of the years of delay was that almost half of the states, including Washington, were spurred to seize the opportunity to come up with intrastate versions of the crowdfunding concept. As a result entrepreneurs in most states have the choice of federal or state regulations to use in seeking start-up capital from average investors, a choice that would likely not have come to pass without the SEC's foot dragging.

And in fact, the act's regulatory debut of 17 federal filings the first day was characterized as "pretty impressive" by Faith Anderson, the respected Registration and General Counsel Program Manager in the Securities Division of the state Department of Financial Institutions (DFI).

How the individual states have fared in the responses to their crowdfunding legislation has depended on a number of factors. Oregon, for example, because it has a non-profit dedicated to helping entrepreneurs through the process, has had good reviews.

Montana, on the other hand, has an unusual constraint that requires that half of a startups' business must be done in Montana.

"Makes it a pretty small prospective market," quipped Liz Marchi, the Kalispell-based leader of three Montana angel funds.

Before its crowdfunding legislation was approved last year, Montana was already rated the top state in the nation for start-up businesses on the Kauffman Index, the annual state ranking of startups by the Kauffman Foundation, largest entrepreneurship-focused non-profit in the country.

Marchi, who is finding enough entrepreneurs already emerging in the Big Sky Country, is not a big fan of crowdfunding for entrepreneurs, saying "I plan to stay away until all the unintended consequences have been worked out."

Meanwhile, Oregon's non-profit called Hatch Oregon, which travels around the state vetting startups it works with, is getting positive attention from startups there for what amounts to an incubator that seeks to guide entrepreneurs past the financial rocks and shoals of the crowdfunding game.

Hatch, whose platform hosts 10 of the 11 offerings filed in Oregon so far, offers no guarantee to the companies it works with. The incubator also produced a video called "Let's Be Frank" that tries to outline the risks in plain language.

Washington has no such entity to inexpensively help entrepreneurs along the road toward fundraising. But regulators have sought to put in place a program that helps guide startups to produce a document that ensures they are in compliance with securities laws, that investors are protected and entrepreneurs themselves are steered away from possible future liabilities.

The intent is an entrepreneur could be helped through the process without having to necessarily incur the expense of an attorney.

But the fact not all startups want to be so carefully guided is evident by the fact that one of two companies filing under the crowdfunding law got considerable media attention by lamenting that its efforts to get the paperwork done and get to fundraising was being hung up in red tape.

The sense is that what the filing firm viewed as "red tape" was insistence by state regulators that all the requirements be met, and one of the challenges for startup hopefuls is that not all attorneys understand the law and its regulatory requirements at this point.

One nagging aspect of the SEC rules in place that govern the crowdfunding laws of all the states is something known as Rule 147, referred to as the "intrastate offering" exemption, which has strict requirements that intrastate offerings be contained within the boundaries of a single state. In other words, an entrepreneur filing under the Washington State law not only can't take money from the resident of another state, but the resident of another state isn't even to see the offering.

So far, the SEC has been firm in the view that if someone in another state sees the information on the offering, it is no longer intrastate, which would basically nullify the fund-raising effort.

Anderson, chair of the Small Business/Limited Offerings Project Group of the National Securities Administrators Association, produced a report some months ago for the securities departments of all 50 states that was critical of Rule 147 and its impact on entrepreneurs.

The SEC has apparently gotten enough push back from the states on that constraint that, as Michelle Webster, financial legal examiner for DFI, explained, the SEC has several proposals, which are currently merely proposals it will consider that would amend the JOBS Act rules. One that would address that almost universal Rule 147 irritant would allow intrastate visibility for an offering as long as only residents of the filing company's state were permitted to invest.

But the fact is there is no timeline for the SEC to actually act on proposed amendments to rule 147. And some suggest the agency might never act since they do not have a Congressional push to do so.

Joe Wallin, a Seattle attorney with Carney Badley Spellman, who basically wrote the state legislation that created the crowdfunding law in this state, has been critical of the fact that those assisting entrepreneurs to raise funds cannot legally charge a fee representing a percentage of dollars raised unless licensed as a broker-dealer.

That's a federal restriction and Wallin is convinced an easing of that rule would find a lot of individuals and groups stepping forward to provide fee-based assistance based on a percentage of the dollars raised rather high hourly fees.

Washington' Securities Administrator, Bill Beatty, suggested that from now forward, with both federal and state options open to would-be crowdfunders, to be determined is: "will the federal model, which requires the use of licensed portals, or the typical state model, which allows issuers to conduct the offering, be more attractive?"

The sense has been that the cost of using a licensed portal could be a substantial slice of the $1 million that a crowdfunding startup would be permitted to raise the first year. But Beatty said he has gotten the sense of more reasonable pricing from some portal operators.

"If the costs prove to be reasonable, I think federal crowdfunding has a much better chance of gaining traction and being a useful tool for some small businesses," he said.

Continue reading
  2034 Hits
  0 Comments
2034 Hits
0 Comments

Attracting investors to Montana's Big Sky Country and its entrepreneurs

.

Those who have watched or experienced Liz Marchi's commitment to provide funding for Montana entrepreneurs and startups for a decade might suggest that the term "angel investor" was coined specifically to describe her.

It was 2003 that Marchi, who had arrived in Montana with three daughters and her then husband and settled in the Flathead Valley, decided to create the state's first angel fund, Frontier Angel Fund I. The fund closed in 2006 at $1.7 million, $300,000 more than she had hoped.

She eventually guided the Kalispell-based fund, which had attracted investors from around the country who were either fans of or summer residents in the Big Sky Country, to lead three deals and gather a total of 12 active investments and was soon also overseeing angel groups that had sprung up in Missoula and Bozeman.

Because she successfully syndicated her deals with a number of other angel groups outside the state, she jokes that she has become "the grandmother of crowd funding." She's not referring to the formal definition of crowd funding but rather the syndication efforts she initiated that attracted a crowd of angels from numerous groups making small investments.

Now Marchi, who grew up near Jackson Hole, WY, but who had never been to Montana when she arrived here in 2000, says she is looking forward to making the investor-leader handoff to Will Price, whose roots in the state brought him back from Silicon Valley to create Next Frontier Capital, at $20 million the largest venture fund ever raised in the state.

Price, on the board of or a key executive with a number of Bay Area tech companies, did his due diligence on the attitudes of national venture and mergers & acquisitions firms toward Montana before making the move to Bozeman.

Price's fund, which closed last April a year following his decision to bring his family to the state where his father, Kent Price, is well known as Montana's first Rhodes Scholar and University of Montana board member, has already made two investments.

I've kidded Liz and her husband, Jon, who in 1978 founded Glacier Venture fund as the first venture fund in Montana and presided over it for 29 years, about being "Mr. and Mrs. Montana Money." To which she once responded: "We are more like Mr. and Mrs. Montana risk capital since we share a very high risk tolerance...and often share the consequences."

Although Marchi talks about making a handoff to Price, as well as "the next generation of angels, including some members of Fund II in their '30s, who slay me in terms of their abilities," she was completing the formation in August of $2.7 million Frontier Fund II, which has already invested $900,000 with syndication adding $300,000 for a total of $1.2 million already invested.

"We have 48 investors in 10 states and meet physically in Bozeman and the Flathead, alternating with a WebEx option," Marchi said, noting that investors met in Bozeman today, with investors from two continents and four states, including Montana investors from Bozeman and Kalispell to review three Bozeman companies.

That sounds less like "handing off" for the 62-year-old Marchi than welcoming the potential follow-on investment opportunity that venture capital can represent for angel. And she hopes Price's fund will provide.

She says she does have an agreement with Fund II to be the key administrator only for the next two years, but could opt to remain longer. And she is down to business cards representing her current five involvements.

But Marchi is genuinely pleased at the implications of the arrival in Montana of Price, who did his homework before deciding a venture fund could work in Montana.

Price shared with me the research he did with and his thoughts about how "changing values" will benefit Montana's ability to attract capital.

Montana was often dismissed as a "fly-over" state, meaning that the most viable potential investors on the east and west coasts usually just fly over on their way to the other coast.

But Price's SurveyMonkey sampling of both venture and merger & acquisitions firms and found that the appeal of the big sky to many increasingly disenchanted with urban challenges was strong but that direct air access is a challenge Montana must come to grips with.

Fully 70 percent of responding M&A firms said they would consider buying a company in Montana, even though 80 percent said they had never been to the state. And a third of the venture firms said they would consider doing a deal in Montana, although 47 percent said they had never been there.

The import of improved air access to a state that has no direct flights currently to the major markets was dramatically indicated with the response of M&A firms, 90 percent of whom said it was "important" or "Moderately important" to have direct air access to the market of their investment.

"That's something the state is going to have to address," Price said. "But I think it will be addressed."

Among venture firms, almost two thirds sad the quality of the local syndicate partner would determine their involvement.

Although Marchi herself has attracted investors from around the country, she observes that "Being away from the noise of the coasts keeps us grounded in an important way.

"The entire conversation and perception needs to move about rural America, what is going on here and its role in making our economy and our country work better," she said, expressing the principle that has guided her commitment to Montana entrepreneurs.

Continue reading
  1742 Hits
  0 Comments
1742 Hits
0 Comments

Montana's 'angel' investor sees changing values boosting state's investor appeal

Those who have watched or experienced Liz Marchi's commitment to provide funding for Montana entrepreneurs and startups for a decade might suggest that the term "angel investor" was coined specifically to describe her.

Liz Marchi
Liz Marchi 
It was 2003 that Marchi, who had arrived in Montana with three daughters and her then husband and settled in the Flathead Valley, decided to create the state's first angel fund, Frontier Angel Fund I. The fund closed in 2006 at $1.7 million, $300,000 more than she had hoped.   
     
She eventually guided the Kalispell-based fund, which had attracted investors from around the country who were either fans of or summer residents in the Big Sky Country, to lead three deals and gather a total of 12 active investments and was soon also overseeing angel groups that had sprung up in Missoula and Bozeman.

Because she successfully syndicated her deals with a number of other angel groups outside the state, she jokes that she has become "the grandmother of crowd funding." She's not referring to the formal definition of crowd funding but rather the syndication efforts she initiated that attracted a crowd of angels from numerous groups making small investments.

Now Marchi, who grew up near Jackson Hole, WY, but who had never been to Montana when she arrived here in 2000, says she is looking forward to making the investor-leader handoff to Will Price, whose roots in the state brought him back from Silicon Valley to create Next Frontier Capital, at $20 million the largest venture fund ever raised in the state.

Price, on the board of or a key executive with a number of Bay Area tech companies, did his due diligence on the attitudes of national venture and mergers & acquisitions firms toward Montana before making the move to Bozeman.

Price's fund, which closed last April a year following his decision to bring his family to the state where his father, Kent Price, is well known as Montana's first Rhodes Scholar and University of Montana board member, has already made two investments.

I've kidded Liz and her husband, Jon, who in 1978 founded Glacier Venture fund as the first venture fund in Montana and presided over it for 29 years, about being "Mr. and Mrs. Montana Money." To which she once responded: "We are more like Mr. and Mrs. Montana risk capital since we share a very high risk tolerance...and often share the consequences."

Although Marchi talks about making a handoff to Price, as well as "the next generation of angels, including some members of Fund II in their '30s, who slay me in terms of their abilities," she was completing the formation in August of $2.7 million Frontier Fund II, which has already invested $900,000 with syndication adding $300,000 for a total of $1.2 million already invested.

"We have 48 investors in 10 states and meet physically in Bozeman and the Flathead, alternating with a WebEx option," Marchi said, noting that investors met in Bozeman today, with investors from two continents and four states, including Montana investors from Bozeman and Kalispell to review three Bozeman companies.

That sounds less like "handing off" for the 62-year-old Marchi than welcoming the potential follow-on investment opportunity that venture capital can represent for angel. And she hopes Price's fund will provide.

She says she does have an agreement with Fund II to be the key administrator only for the next two years, but could opt to remain longer. And she is down to business cards representing her current five involvements.

But Marchi is genuinely pleased at the implications of the arrival in Montana of Price, who did his homework before deciding a venture fund could work in Montana.
Price shared with me the research he did with and his thoughts about how "changing values" will benefit Montana's ability to attract capital.

Montana was often dismissed as a "fly-over" state, meaning that the most viable potential investors on the east and west coasts usually just fly over on their way to the other coast.

But Price's SurveyMonkey sampling of both venture and merger & acquisitions firms and found that the appeal of the big sky to many increasingly disenchanted with urban challenges was strong but that direct air access is a challenge Montana must come to grips with.

Fully 70 percent of responding M&A firms said they would consider buying a company in Montana, even though 80 percent said they had never been to the state. And a third of the venture firms said they would consider doing a deal in Montana, although 47 percent said they had never been there.

The import of improved air access to a state that has no direct flights currently to the major markets was dramatically indicated with the response of M&A firms, 90 percent of whom said it was "important" or "Moderately important" to have direct air access to the market of their investment.

"That's something the state is going to have to address," Price said. "But I think it will be addressed."

Among venture firms, almost two thirds sad the quality of the local syndicate partner would determine their involvement.

Although Marchi herself has attracted investors from around the country, she observes that "Being away from the noise of the coasts keeps us grounded in an important way.

"The entire conversation and perception needs to move about rural America, what is going on here and its role in making our economy and our country work better," she said, expressing the principle that has guided her commitment to Montana entrepreneurs.
Continue reading
  1721 Hits
  0 Comments
1721 Hits
0 Comments

SEC's struggle with rules for start-up fundraising troubles some angel investors

The federal JOBS Act aimed at opening the door for entrepreneurs to reach out to crowds of potential investors on the internet appears, ironically, to be hung up at the Securities and Exchange Commission (SEC) on the issue of tighter restrictions on entrepreneurs who seek more sophisticated investors.

 

In fact, angel-investor leaders are concerned that the SEC's deliberations may produce rules that make it harder for entrepreneurs to raise money from those wealthier individuals, referred to as "accredited" investors. 

 

Liz Marchi
Liz Marchi

The reason is that Congress decided that entrepreneurs would have to validate investor accreditation, rather than being able to take the word of investors that they were "accredited," as has been the case until now. But the lawmakers left it to the SEC to figure out how to impose rules for such "validation."

 

"I don't think anyone in Congress was thinking about the actual impact the change would have on accredited-investor rules," said Liz Marchi, whose Frontier Angel Fund, Montana's first angel fund, has become one of the nation's most successful angel-investor groups. "That's why I think you see basically nothing being done at the SEC."

 

The legislation, officially the Jumpstart Our Business Startups Act, was passed by Congress in April and was designed to be a job creator by making it easier for entrepreneurs to raise capital and thus launch companies and create jobs. The first part of the bill would ease raising start-up capital through "crowdfunding" on the Internet and the second part to eliminate the prohibition against advertising and soliciting traditional "accredited" investors.

 

The SEC was given until yearend to determine the rules that would govern operation of crowd-funding efforts. But the portion dealing with accredited investors called for the SEC to figure out by July 4 how to implement rules to eliminate the prohibition against general solicitation and advertising in securities offerings.

 

The regulatory body missed that deadline but SEC chairman Mary Shapiro told Congress the agency would have the rules in place by end of summer. That target has now become year end, and the betting is that it'll be sometime in the new year before the rules are put forth.

 

The Angel Capital Association and angel investors like Seattle's Dan Rosen, who are closely involved in following the SEC deliberations and seeking to influence them, are hoping to get final SEC rules simple enough that entrepreneurs "don't have to jump through enormous hoops to prove investor accreditation."

 

The phrase angel leaders are using to indicate what's needed for those entrepreneurs seeking accredited investors is "safe harbor," meaning a safeguard for entrepreneurs that they have actually done some due diligence on the investors.

 

Rosen, a leader of Seattle's Alliance of Angels, says "we've been working with the SEC to come up with a compromise that will ensure there is a safe harbor. But if they come out with a rule that is not acceptable, we will go back to Congress and seek changes there."

 

What's causing much of the teeth-gnashing for entrepreneurs and those like ACA and Rosen looking out for their interests is the apparent difficulty the SEC is having figuring out just what are the "reasonable steps," that will be required of entrepreneurs.

 

The irony of, in essence, tightening the screws on entrepreneurs seeking funds from qualified investors is that those entrepreneurs, rather than the ones seeking limited amounts of money from crowds of small investors, are the ones most likely to be job creators.

 

Bill Payne, viewed by many as the dean of angel investors and a member of Marchi's Kalispell-based Frontier Angels, is critical of how Congress packaged the JOBS Act.

 

"The legislation does not appear to have been well thought-out and seems to be our Congress simply finding something upon which they could agree," said Payne, who was Entrepreneur in Residence at the Kauffman Foundation and was named angel investor of the year in both the U.S. and New Zealand.

 

In fact, the JOBS Act brought the best example of bipartisan support evidenced by Congress in the past four years.

 

"Congress was motivated on this legislation because the lawmakers finally figured out that entrepreneurs are at the heart of this country's future and there were few tools by which Congress could feel like it was playing a role in the country's economic future," said Marchi.

 

Marchi's angel fund has been proving recently that angel investing can be profitable for the angels as well as important for jobs and the economy.

 

Two of the fund's investments, Coeur d'Alene-based Pacinian, a maker of wafer-thin keyboards, and Bozeman-based LigoCyte Pharmateuticals Inc., were acquired by major companies in the past few months. Frontier had substantial stakes in both and thus got substantial rewards.

 

Pacinian, which represented 10 percent of Frontier's total fund, was sold to Silicon Valley tech firm Synaptics this summer for an initial $15 million plus a substantial additional amount in the future based on various factors.

 

And a substantial bridge-round investment Frontier made about four years ago in LigoCyte Pharmateuticals Inc. paid off big last month with the announcement that Japan's Takeda Pharmaceuticals' wholly-owned U. S. subsidiary was buying the Montana vaccine maker. The agreement provided for an upfront payment of $60 million and "future contingent considerations" for LigoCyte, whose lead product, a vaccine to prevent norovirus gastroenteritis, is in clinical development.

 

Marchi declined to discuss specifics of Frontier's multiples from the two sales. But she noted that the two exits will have returned the original investment capital to her members, "and perhaps even some profit. So every one of our other 10 investments can produce profits."

Continue reading
  1375 Hits
  0 Comments
1375 Hits
0 Comments

52°F

Seattle

Mostly Cloudy

Humidity: 63%

Wind: 14 mph

  • 24 Mar 2016 52°F 42°F
  • 25 Mar 2016 54°F 40°F
Banner 468 x 60 px