For the first time in 80 years, companies will be able to advertise their securities offerings so long as the issuer takes additional steps to verify that each investor is an accredited investor. This is a new era for angel groups and their members. Here are a few tips for your angel group to consider in light of these new developments:
1. Presenting Company Application: In your presenting company application, ask whether the Company is using 506(b) (without advertising) or 506(c) (with advertising).
2. Company Counsel Acknowledgement: Each presenting company should acknowledge that they have discussed 506(b) vs. 506(c) with their lawyers (sample request included in our white paper)
3. Private Event: If you have 506(b) companies, make sure your event is truly private, meaning
- No public advertisements for the event
- Send the event invitation only to people you have a preexisting relationship with and who you know to be an accredited investor
- Do not publicly disclose the names of any presenting companies or list them on your website
- Do not mention any 506(b) company names in large email blasts or in any public portion of your website
4. General Solicitation Compliance: If you have 506(c) companies:
- Accredited Investor Verification Strategy (lawyer, CPA or platform certifications)
- Watch developing SEC proposed rules (stay tuned to blog.seedinvest.com)
- Portfolio Company Compliance: Make sure your portfolio companies and prospects are compliant. (See General Solicitation Cheat-Sheet For Startups)
5. Pooled Investment Vehicles: 506(c) offerings may lead to a larger number of investors investing smaller individual amounts. Consider creating pooled investment vehicles to make this more attractive to your presenting companies. Lead investors may have opportunities to take carried interest on these vehicles as compensation for their diligence and other efforts.
6. Platform: Consider utilizing a platform (like SeedInvest Halo) for the following:
- Accredited investor verification
- Keeping company specific information behind a password-protected accredited investor wall
- Streamlining due diligence, deal document execution, funding investments
- Syndication of deals with other groups
- Forming and maintaining pooled investment LLCs
7. Disclaimer: Prepare, read, and distribute a proper disclaimer (sample available in our white paper)
What else? What should angel groups consider in this new era?
This post was written by SeedInvest on October 1, 2013
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