I speak with people about crowdfunding every week. I learn a lot from others. But there is a lot of bad information about crowdfunding in the marketplace. Most of it comes from the mouths or keyboards of people who claim to be crowdfunding experts but lack a clear perspective of what equity crowdfunding is and how it should operate. To make up for their deficiencies, these experts often pontificate about crowdfunding and disparage the capital market of which crowdfunding is a tiny, though useful backwater.
I have heard or read every one of the following statements about crowdfunding uttered by people who claim to be crowdfunding “experts.” I have included my explanation of empirical reality after each one. If you attend a crowdfunding conference and hear any one of these statements, ask for your money back.
1) “Wall Street is evil”
Reality: I have probably seen more bad actors in the mainstream financial markets than most people. I worked on close to 2000 arbitration claims brought by unhappy and defrauded investors against mainstream financial firms. I wrote a book about the many things that Wall Street does wrong, so yes there are indeed bad actors in the mainstream financial markets.
But those markets also fund local governments, schools, roads and hospitals. The mainstream markets funded Apple and Microsoft, companies that developed life saving drugs, allowed a lot of people to buy homes and financed almost all of the innovative technologies that we take for granted. Trillions of dollars worth of transactions take place every week in the mainstream capital markets. The overwhelming majority of those transactions settle without complaint or any reason for concern.
2) “Wall Street freezes out new businesses that deserve to get funding”
Reality: The key word here is “deserve.” Entrepreneurship has always been a core American value. A lot of entrepreneurs are passionate about their businesses. But passion only gets you so far. A lot of entrepreneurs fail because they do not have a good business plan, a good team or a good sense of what their market really wants.
Billions of dollars flow to new businesses every year. There is actually more money available for small business in the US today than ever before and it is a lot easier to reach. The Small Business Administration (SBA) continues to make loans and groups like AngelList have made venture capital available where it was previously very hard to find.
3) “Crowdfunding democratizes the marketplace; it lets the little guy invest in great companies that were only available to wealthy investors”.
Reality: Most of the companies on crowdfunding websites have been or would be passed over by VCs and professional Angel investors. That money is cheaper to obtain and often comes with management and other assistance. For many companies crowdfunding for capital is a last resort, not a first choice. There are some good companies on crowdfunding websites, but the bulk would never be considered to be “great” by any standard and all come with a very high likelihood that investors will lose their money.
4) “People are being kept out of start-up investing and cannot profit from investing in the next Facebook”
Reality: Show me the company listed on any crowdfunding platform that has the potential of becoming the next Facebook. Facebook did not crowdfund for money and no crowdfunded company has approximated Facebook’s success. It may happen or it may never happen. Facebook, and Apple and others, all had IPOs which were open to all investors. If there is a Facebook lurking on a crowdfunding website, it is currently hidden among a lot of offerings that I believe are absolute crap.
5) “Millions of people would invest in crowdfunding if they understood it and they eventually will”
Reality: This argument is usually used to convince people that the crowdfunding market will explode when people get the hang of it. More than one crowdfunding “expert” has suggested that these regulations would open the crowdfunding market to as many as 220 million people in the US. This, of course, ignores the fact that roughly 50% of US households live at or below the poverty line or are living paycheck to paycheck.
Yes, there is still a lot of disposable income in the US. The lines at Disneyland always seem to be long and the hotels in Las Vegas are perpetually full. Both Disneyland and Las Vegas are selling instant gratification. Equity crowdfunding sites are not. The most successful crowdfunding sites are offering real estate to accredited investors seeking steady, passive income. That is likely to continue.
6) “The crowd can discern good companies from bad ones”
Reality: This is simply not true. Investors in the mainstream markets often depend on research analysts to parse through the financial and other information that companies present. I have worked with investors for 40 years. Most could not pass the second mid-term exam that I used to give my freshman economics class. Most of the crowdfunding “experts” could not pass it either.
Even if the crowd spots a bad offering, there is no mechanism built in that would allow them to say so. No portal has a place has a “comments” section next to any offering, nor would they be expected to have one.
7) “Due diligence is not necessary”
Reality: I saw this statement in the very first article I ever read about crowdfunding. It was written by an attorney who claimed to be a crowdfunding “expert” and who wrote article after article on the subject although his resume indicated that he had never actually represented an issuer of securities or a broker/dealer.
Due diligence is how the platform or portal prevents the issuer from committing securities fraud. There are good people who provide due diligence for the crowdfunding industry but there are many platforms and portals who do not even try to verify the claims that the issuers are making to investors. Due diligence protects the investors and it protects the platform or portal.
8) “There is very little fraud in crowdfunding”
Reality: There have been only a handful of regulatory enforcement actions in the crowdfunding arena but more are clearly on the way. Regulators use these actions to send a message about expected and aberrant behavior that the crowdfunding industry continues to ignore.
Some of the biggest lies that you will find on crowdfunding platforms concern the valuation and prospects of the business being funded. I have seen start-ups with no sales and less than $1 million in development expenses value themselves at $20 million or more based upon sales projections of hundreds of thousands of units of a product that does not yet exist. FINRA has already raised this issue, but the crowdfunding “experts” do not seem to want to address it.
Within the last few weeks, I saw one offering where an executive conveniently left out that he had twice been sanctioned for stock fraud, as if that fact would not be of concern to potential investors. I recently reviewed a Reg. A offering that was structured like a classic pump and dump scheme and will probably turn into one.
It is not that there is not fraud or the potential for fraud in this market. The crowdfunding “experts” do not know it when they see it.
9) “Government rules make crowdfunding difficult”
Reality: The government rules make crowdfunding possible. Several real estate funds have raised $25-$50 million and more using basic crowdfunding techniques and there are crowdfunding websites dedicated to films and entertainment that do not seem to be at a loss for investors. The problem is not the rules. The problem is that a lot of the “experts” do not know how to work with them. Those who do have no problem raising money in this market, but true experts are few and far between and compliance with the rules is sporadic at best.
10) “Investors understand that they will probably lose their money so none of this is important”
Reality: Every new issue of securities, especially those being offered under Regulation D, will include the disclosure “These securities are a speculative investment. Investors should be aware that they may lose all of the funds that they are investing.” This is especially true given that most start-ups will fail.
But it is not a sustainable business model for the crowdfunding industry to blithely accept the fact that all investors will lose money. Several crowdfunding sites (most notably MicroVentures and WealthForge) spend a considerable effort vetting companies and are trying to list only the best companies on their sites. If I were raising money through crowdfunding, those are the sites on which I would want to list my offering. If I was considering investing in a crowdfunded offering, that is where I would want to spend my money.
Compare that with the statement recently made by an SEC Commissioner to the effect that there appears to be a “race to the bottom” in terms of listing crappy deals on many crowdfunding sites. This market will become efficient when every company that lists its offering on a site gets the funding it seeks. It will only happen when the patently bad companies are weeded out. That will only happen when the patently bad platforms and portals are weeded out, either by competition or government action.
11) “Equity crowdfunding is disruptive”
Reality: Crowdfunding may ultimately change the way in which some firms are financed but not in the way that a lot of people seem to think. The Wall Street firms are already positioning themselves to get into this market because it obviates the need to pay commissions to sales people. Commissions have been on the way out since the 1970s, a trend that has been spurred on by the internet. Crowdfunding is just one more step on the ladder to lower and lower commissions.
It is much more likely that the Wall Street firms will take over the crowdfunding market than the crowdfunding market will supplant the Wall Street firms. It is, in fact, already happening. I would not be surprised if Goldman Sachs, (some people’s idea of a financial Satan, see # 1, above) is already positioning itself to enter this market.
12) “Equity crowdfunding is new. The problems are just growing pains”
Reality: Equity crowdfunding is the business of selling securities. There is nothing new about it. Selling securities over the internet without using a traditional underwriter has been around for almost 20 years. The JOBS Act opened the door for people who are untrained and not knowledgeable about securities to sell them. These people are having growing pains, not crowdfunding. Many untrained people are making money for themselves at the expense of the issuers and investors.
All it takes to enter the crowdfunding market is to set up a platform which is relatively inexpensive and begin to solicit companies to list on it. Owning a platform or portal can be a lucrative business. As this industry grows there should be a huge opportunity for skilled finance professionals and securities lawyers.
If you are a considering selling shares in your company by crowdfunding look for a platform that has people with experience in finance or the mainstream capital markets. If the platform’s advertisements include any of the dozen statements highlighted above, pass them by.