The Senate is considering the House-passed, typically-misnamed "JOBS Act." This act dramatically cuts regulations and disclosure requirements for companies that want to sell stock. As written it opens the door to the usual scammers, fleecers and fraudsters that feast on deregulation. But I think with some core limits and protections this concept -- not this bill, but this concept -- could transform our economy in some very good ways.
The So-Called JOBS Act
The word "jobs" in the name of the bill does not mean the kind of jobs that millions of people are currently desperate for, it means "Jumpstart Our Business Startups." The bill makes it easier for companies to "go public" -- sell stock to the public for the first time. It lets these businesses sidestep certain additional auditing procedures for up to five years. It opens up "crowd-funding" -- letting companies raise up to $2 million from investors online, while cutting out much of the usual disclosure process that companies now have to go through.
Gatekeepers -- Good and Bad
If you are going to start a business you have to raise capital. This can be money you save up or borrow, but a serious business requires a serious investment. Please don't start a business without a careful process of thinking through the first two years of operation and having way more than enough money available to get you through that period! This means that no matter what the business is, you are probably going to need at least a few hundred thousand dollars. Most people don't have that available, which means you are going to have to go out and raise it.
Currently it is very difficult for small businesses to raise capital. The usual path is to go find a wealthy "angel" investor or a group of wealthy investors like a venture capitalist firm. If you have a bigger business and are ready to "go public" you typically have to partner with a Wall Street-style firm to guide you through the process. Selling stock is heavily regulated -- for very, very, very good reasons -- and the regulations make it very, very expensive to go public.
On the one hand, having to raise money usually means your plans will be tested and challenged, which is a good thing. It is a terrible mistake to start a business without going through the planning process and thinking through what you are getting into. A failing business takes a terrible toll on the wealth and health of the participants. On the other hand, because of the way things are currently structured businesses are largely dependent on the already-wealthy to raise capital, and the already-wealthy can demand a lot in return, because the current regulatory structure means they can. And all of this means that the not-already-wealthy do not have the opportunity to participate in these early-stage investments. The way things are today, it takes a whole lot of money to make money. It doesn't have to be this difficult.
Crowd-funding
"Crowd-funding" is a term used to describe the way the Internet has enabled the raising of large amounts of money quickly from lots and lots of small donors - the crowd. Regular people all across the country can hear from candidates, non-profits, etc., and decide to donate. When lots of people get involved very large amounts can be raised.
Howard Dean's Presidential campaign publicized the concept. The Internet enabled Dean to quickly raise millions of dollars in small amounts from lots and lots of people. During President Obama's campaign he famously raised $1 million in one minute through Internet crowd-funding.
Applying crowd-funding to the process of raising capital for small companies could transform our economy by democratizing the process. It can move the gatekeepers for the already-wealthy out of the way, and open up early-stage investment opportunities to participation by regular people. A small company could raise a million dollars in increments of $100 or even $10, and lots of people can share in the gains if the business is successful.
Online investment pools could examine and rate business plans for small, local businesses, and raise the money they need. Or a tech startup can raise enough "seed money" to get going, and be in a position to negotiate much better deals with venture firms when the time comes to raise much more. The small-amount investors could then be in a position to do quite well as the company grows.
And regular people -- people who don't already have tens of millions in the bank -- can participate in the process and share in the gains -- and, it must always be noted, the losses. But this can only succeed if regular people are protected from the fleecers and fraudsters and scammers.
Opportunities for Fleecing and Fraud
There is a reason for the burdensome regulations that protect investors. Those regulations were proven necessary because fraudsters would set up scam investments and whip up excitement, causing unsophisticated people to lose their life savings. This has happened again and again. Even with the current regulations how many people lost out during the "Tech Bubble" when a company needed only to add "dot com" to its name and its stock would soar?
SEC Chairman Mary L. Schapiro warns,"Too often, investors are the target of fraudulent schemes disguised as investment opportunities."
As written, the JOBS Act only removes protections against fraud, without adding any protections for regular people. The AFL-CIO has issued this statement, The Jobs Act--A Cynical and Dangerous Return to the Politics of Financial Deregulation,
Workers' retirement savings will be in greater risk of fraud and speculation if securities market deregulation once again is railroaded through Congress. Once again our economy will be at risk from the folly of policymakers promoting financial bubbles and ignoring the needs of the real economy. The AFL-CIO calls on Congress to set aside the politics of the 1%, the old game of special favors for Wall Street, and turn to the business of real job creation. The labor movement strongly opposes the JOBS Act and any other effort to weaken the Dodd-Frank Act.
We support the efforts of Senate Democrats such as Jack Reed, Carl Levin, and Mary Landrieu to amend the "JOBS Act" to lessen the harm it does to investors, pension funds and the U.S. economy.
Jesse Eisinger, writing at ProPublica in Congress's Genius Jobs Plan--for Fraudsters, Shills, and Wall St. Analysts, makes the case
John Coffee, a Columbia Law professor, has hailed the bill as "the boiler room legalization act." And rightly so. Boiler room operations were one of the unsung job creators of the 1990s, producing some of America's greatest penny stocks and boom times for yacht makers and coke dealers.
... Taking advantage of the revolutionary possibilities of the Internet, the bill loosens decades-old investor protections so that companies can directly advertise to those who would like to be separated from their money. It does that by giving broad exemptions for start-ups that want to "crowdfund" by raising small amounts of money over the Internet. I.P.O. pitches next to "Lose Your Belly!" ads. Sounds like a great idea!
Nigeria shouldn't be the only country to benefit from the web. Right here in America, the elderly are increasingly attractive to a variety of entrepreneurial spirits. If JOBS becomes the law, such innovators could flourish.
Other provisions in the JOBS Act allow companies to solicit investors, with advertising, etc. This is a mistake.
Fixing the Bill
Crowd-funding is enabled by new technologies, and should be explored for democratizing and expanding investment opportunities. If done right this is an opportunity to enable companies to bypass the gatekeepers-of-wealth, and regular people to participate in a democratic investment economy. But it has to be done right, with adequate protections in place from the start.
The legislation has to limit what people can lose and ensure sufficient transparency, to make sure an investment is real and viable and is not a scam designed to take off with the cash.
There is a Reed-Landrieu-Levin amendment that addresses many of the concerns in the bill. According to the Consumer Federation of America, among other protections it,
... limits the companies that would qualify as "emerging companies" to those with less than $250 million in gross revenue and by eliminating the House bill's exemptions from accounting rules, say-on-pay and golden parachute vote requirements, and executive compensation disclosures. And it provides somewhat greater protection than the House bill against a resurgence in the kind of abusive securities analyst practices that fueled the tech stock bubble and bust.
... It includes stronger pro-investor provisions from the Senate Reg A bill, including requirements for audited financial statements, SEC authority to require up-front disclosure and periodic reporting, and a negligence-based litigation remedy. Importantly, it improves on that bill by limiting companies to raising $50 million through Regulation A offerings over three years, rather than once every 12 months, thus significantly reducing the risk that this provision will be used to evade public reporting requirements for larger companies.
... takes important steps to minimize the potential for harm, in particular by requiring that crowd-funding be conducted through an appropriately regulated Internet portal and requiring offerings of all sizes to provide financial information to investors subject to regulatory requirements appropriate to the size of the offering.
Also, Senators Scott Brown (R-MA), Jeff Merkley (D-OR) and Michael Bennet (D-CO), have introduced the bipartisan CROWDFUND Act (S. 2190). The CROWDFUND Act will:
- Allow entrepreneurs to raise up to $1 million per year through an SEC-registered crowd-funding portal.
- Free people to invest a percentage of their income. For investors with an income of less than $100,000, investments will be capped at the greater of $2,000 or 5 percent of income. For investors within an income of more than $100,000, investments will be capped at 10 percent up to $100,000.
- Require crowd-funding portals to provide investor protection, including investor education materials on the risks associated with small issuers and illiquidity.
It is important that the House JOBS Act not pass as written. It is a scam-enabling bill that does what you would expect a Republican-written law to do. Namely, it would let the 1%ers fleece the 99% of whatever might remain in our bank accounts.
But Internet-enabled crowd-funding of small and local businesses democratizes investment, and could transform our economy. Let's open up the regulations to let this begin, on a very small scale at least for now, and with good protections that keep people from being conned out of their money.
This post originally appeared at Campaign for America's Future (CAF) at their Blog for OurFuture. I am a Fellow with CAF.
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That includes investments.
http://www.examiner.com/civil-rights-in-chicago/jobs-act-passes-house-contains-relaxed-reporting-on-ceo-pay-and-benefits
Financiers in the corporate world have all sorts of ways of ensuring that they realise a large profit from investing in business start-ups, even if they fail. The public has no such guarantee from a small business. Given the 'regulatory' legislation is already titled heavily in favour of corporate businesses, the likelihood of such small businesses actually establishing a lasting concern is becoming smaller.
No, the onus must be placed on the people who have it all too easy - the rich, the corporations and the governments. Test their mettle - ask them if they're really going in to bat for the 'little guy' and, if so, how about using some of that slush-fund money to reinvest in actual small businesses. Above all, BAN LOBBYING OF CONGRESS. It is bribery made not only legal, but sold to the public as a 'normal part of the democratic process'. Which part? The part that says that the health/safety/education/housing of the greater public can be dispensed with in the name of unregulated profiteering?
Privatizing profits while socializing losses has a name - crony-capitalism. The only way to stop it is to outlaw "bailouts" and to reduce the power of government to sell legal privileges.
That's a recipe for disaster. It also comes across as one more squeeze as the 1% resort to more and more imaginative ways of transferring the national wealth to themselves now that the low-hanging fruit of pay-them-less and offshore-their-jobs has been picked.
Yes, that more people would be inexperienced, but I'm talking about hundreds of thousands and even millions putting in small amounts, and you start getting the wisdom of crowds effect with discussion happening, lots of people looking at the business planes, real transparency, lots of good advice...
It is not a recipe for disaster of it is carefully limited. I don't think regular people should be able to put more than a few hundred dollars into a single company, maybe a few thousand into a pool of companies...
Investments with compelling risk-adjusted returns are scarce. Cash is hoarded only when better returns than close to 0% are unavailable. Who gets rich on interest these days?
Robert Higgs (independant.org) has written much on "regime uncertainty" and its effects on Net Private Investment in the US (that's the portion of GDP that generates wealth creating jobs).
As usual, much of the current economic stagnation in this country finds its source in DC...
The Bakken Oil scam letters by an oil Tycon who owns large amts of the bakken formation that repubs now take as fact were oil reserves are over stated by 150 times, and this small area has more oil recoverable than in the rest of the world...lol.. and no menation thats oil at 200/bbl and up really recoverable oil(and would tak almost all the fresh water in the country) , given that bio feul is cheaper than that.
Even Newt taken in by this scam that was first circulated in 2008.. by repubs/oil industry.
http://www.snopes.com/politics/gasoline/bakken.asp
Note that wind and solar already produce electric as cheaply as a new natural gas or coal fired elecrtric plant.
Another challenge will be governance and peoples understanding of the term. In other words the real righs of common shareholders. Also, when you get to a VC round if you do that will raise another issue if the VCs want preferred and a move to reincorporate in CA or DE.
I say this all as I prepare to go out and raise an Angel round for our company. I think crowd sourcing would make my job eaiser and allow me to focus more on running and building the company. My associates and I have backgrounds in compliance work, although that is not our business now, so controls and overall governance and related issues are not a big deal for us. They might be for others so we also want to make sure this is not an unintended windfall for the accounting and legal profession as SOX was.
Imagine every county in every state having portals where tens of thousands of people can put $50 into local businesses.
Given that 95% of startups fail in their first 3 years... thats should give also a clue as to the losses...
Just be aware....
Most entrepreneurs have good ideas but lack some of the skills needed to develop a good plan and set of financials. So we need education to address that.
Maybe would be investors should be qualified based on knowledge. Can they identify terms such as NPV, amortization, Common vs Preferred stock. If you don't have the basic knowledge set you cannot really analyze the proposition. Under current law and Angel might lack this as well but the rules make sure they can weather the loss.
The size of the cap table you note is pretty unwieldy.
You may drive more educated capital from the market. The model reduces potential returns. Remember it is more than money. Were I investing today as opposed to building I would bring a lot of experience to bear. That is one thing Angels do provide. If it is me an a million other people I would simply not bother. I know quite a few Angels who probably feel the same way.
The idea of democratization sounds good as long as we don't wear rose colored glasses about the people who might invest, their knowledge base, the risk they can really absorb and the ever present law of unintended consequences.
When you buy stocks, you are generally buying old issued stocks from other investors that have been traded millions of time since originally issued...
Its likely that 99% of the stock trades in no way directly put money into a company!
Regards
That would only be true if the laws of supply and demand ended for labor. Employers set pay based on labor availability. If there was a labor shortage then wages would be rising but they are not.
Please call on Democrats to end H-1b work visas and all work visas.
Meanwhile take a look at these charts and see for yourself if the stimulus was a waste or not. http://www.ourfuture.org/blog-entry/2012020717/3rd-anniversary-stimulus-howd-it-do
I suppose you'd rather go back to the Bush/Republican years that got us into this mess?
Stop with the anti union stuff, as Unions grew in America , all workers wages grew, doubling between 1950 and 1980 in constant dollars, and Unions declined all wages fail except at the top 2% and the country declined.
In wages we rank 14th( number one before the decline in Union). Our avg wage is half of little germany, that out exports us and is completely unionized.
In GDP per capita we are 20th! And the EU has a larger economy than us.