Investor and Market Protection in the Crowdfunding Era: Disclosing to and for the 'Crowd'

23 Pages Posted: 13 May 2014 Last revised: 11 Jun 2014

Date Written: June 2014

Abstract

This article focuses on disclosure regulation in a specific context: securities crowdfunding (also known as crowdfund investing or investment crowdfunding). The intended primary audience for disclosures made in the crowdfund investing setting is the “crowd,” an ill-defined group of potential and actual investors in securities offered and sold through crowdfunding. Securities crowdfunding, for purposes of this article, refers to an offering of securities made over the Internet to a broad-based, unstructured group of investors who are not qualified by geography, financial wherewithal, access to information, investment experience or acumen, or any other criterion.

To assess disclosure to and for the crowd, this short symposium piece proceeds in three principal parts before concluding. First, the article briefly describes securities crowdfunding and the related disclosure and regulatory environments. Next, the article summarizes basic principles from scholarly literature on the nature of investment crowds. This literature outlines two principal ways in which the behavioral psychology of crowds interacts with securities markets. On the one hand, crowds can be “mad” — irrational, foolish, and even stupid. On the other hand, crowds can be “wise” — rational, sensible, and intelligent. After outlining these two strains in the literature on the behavioral attributes of crowds, the article assesses the possible implications of that body of literature for the regulation of disclosure in the securities-crowdfunding setting. The work concludes by asserting that, when considering and designing disclosure to and for the securities-crowdfunding crowd, the insights from this behavioral literature should be taken into account.

Keywords: securities, crowdfunding, disclosure, JOBS Act, CROWDFUND Act, regulation, Securities and Exchange Commission, wisdom, wise, madness, mad, Tulipomania, South Sea Bubble

JEL Classification: K22, K42

Suggested Citation

Heminway, Joan MacLeod, Investor and Market Protection in the Crowdfunding Era: Disclosing to and for the 'Crowd' (June 2014). 38 Vt. L. Rev. 827 (2014); University of Tennessee Legal Studies Research Paper No. 242. Available at SSRN: https://ssrn.com/abstract=2435757

Joan MacLeod Heminway (Contact Author)

University of Tennessee College of Law ( email )

1505 West Cumberland Avenue
Knoxville, TN 37996
United States
865-974-3813 (Phone)
865-974-0681 (Fax)

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