This week there was quite a bit of debate and discussion instigated by a letter from SEC Chairman Mary Schapiro to Rep. Darrell Issa, Chairman of the House Committee on Oversight and Government Reform that was a reply to a letter from Issa and talks about the possibility of reforming the regulations around capital formation. Lately high profile start ups like Facebook, Zynga and Groupon have been under a lot of scrutiny because of their sky rocketing valuations in the secondary markets and a SEC rule that private companies with more than 500 shareholders must report financials just like public companies. This rule is designed to protect investors and takes away one of the major reasons for staying private. As Schapiro points out there is a fine line between protecting investors and in supporting a start ups need to gain access to capital. In the letter the SEC Chairman steps out from under what is often seen as a very conservative regulatory stance and suggest that some of its rules may not be in line with the current needs of start ups and need to be reviewed on a regular basis to make sure that they keep pace with current thinking or as Schapiro says "to make sure that they are up-to-date and costs and benefits remain appropriately calibrated." She goes on to provide a long lists of regulations that are being reviewed. There are a few of these that have significant implications for start ups including the increase of the 500 shareholder cap and relaxing the prohibition of companies publicizing the issuing of shares, called the "general solicitation ban."
The changes to the rules around reporting are interesting of course, taken in context to the Facebook, Groupon, Zynga, etc. status in the secondary markets. The change in the general solicitation ban though, is probably the more important. The truth is that most if not all start ups break the ban every time they raise money today. By changing the ban not only does it remove the current violation but it paves the way to using crowdsourcing as a funding vehicle. Current crowdsourcing platforms like Kickstarter are limited to projects not companies and can't offer equity stakes in those projects (prohibited by the general solicitation ban). Instead they offer "rewards". Allowing equity as a vehicle to encourage crowdsourcing would allow start ups to use these platforms. The one thing not addressed in the letter though, is a review of the accredited investor criteria, something that many start ups have called for. I suspect that those criteria will not be lowered and maybe that's not such a bad thing.
Here's the full contents of the letter if you'd like to read it yourself:
