Underwriting Crowdfunding

Abstract

Crowdfunding has more in common with an initial public offering (IPO) than may be readily apparent. Both are coordinated sales of securities to public investors (in crowdfunding’s case, the “crowd”). Both rely on disclosure to mitigate information asymmetries between a company and its investors. Yet IPOs protect investors better for two reasons. First, companies undertaking an IPO have significant track records to disclose, unlike nascent startups. Second, IPOs are underwritten, meaning a reputational intermediary vouches for them.

This Essay considers applying underwriting to Regulation Crowdfunding (Regulation CF) to allow crowdfunding to mimic an IPO. It tackles questions such as: Who would be the underwriter? What potential legal liability would crowdfunding underwriters face? And what changes to Regulation CF are necessary to permit underwritten crowdfunding offerings?

Keywords: Funding Portal, Underwriter, Regulation Crowdfunding, Venture Capital, Angel Investor, Entrepreneurship, Startup, Crowdfunding