February 3, 2014
Dear Ms. Murphy:
We are pleased to submit the following draft article that will be published in the forthcoming issue of the Michigan Journal of Private Equity and Venture Capital Law. It is our intent in the article to highlight the issues that intermediaries will encounter in crowdfunding transactions under the proposed rules. We hope that the Commission will find the article useful in the course of formulating the final rule to implement Title III of the JOBS Act. In particular, we would like to focus the Commission's attention on the inconsistency between intermediaries' ability to rely on issuer representations regarding compliance with the conditions of Section 4A(b) of the Securities Act and the statutory liabilities of intermediaries, the ability of funding portals to post securities for sale as a bulletin board and the potential confusion that could result for investors, and the uncertainty prospective funding portals are experiencing in regards to the extent that they may limit access to their platforms when issuers present risks regarding investor protection.
Andrew Stephenson
Research Manager,
CrowdCheck, Inc.
Brian Knight
Vice President and Co-founder
CrowdCheck, Inc.
Matthew Bahleda
J.D. Candidate
University of Michigan