July, 1, 2015;

Issue 41 of the Capco Journal of Financial Transformation released. In this issue Capco focuses on the existential crisis embroiling finance. The lead article, by Kim Wales, Regulation and Cyberfinance: A new economic revolution liberating financial markets? Seeks to answer some of the questions driving this debate: What is currency? What is value? What is a business? What is a bank, even?

You can read the lead article in Issue 41 here.

July, 1, 2015, Originally posted by ESMA,

the European Securities and Markets Authority (ESMA) issued today a Questions and Answers (Q&A) solicitation in order to promote the sound, effective and consistent application of rules on anti-money laundering and terrorist financing to investment-based crowdfunding platforms. The Q&A aims to promote common supervisory approaches and practices in the application of anti-money laundering rules to investment-based crowdfunding. It provides responses to questions posed by national competent authorities in the course of ESMA’s work on investment-based crowdfunding, drawing on expert input from the Joint Committee sub-committee on Anti-Money Laundering.  The Q&A is aimed at national competent authorities to support them in ensuring that their supervisory approach is effective, taking into account the characteristics of and risks associated with different aspects of investment-based crowdfunding platforms.

Not all invstment-based crowdfunding platforms have the same regulatory status. Some are within the scope of the Markets in Financial Instruments Directive (MiFID); others fall within the optional exemption provided by Article 3 of that Directive where they may be regulated under specific national regimes; others may fall outside the scope of MiFID and of those some are regulated under national law, while others are not. There are also other EU rules potentially relevant to investment-based crowdfunding platforms, such as the Payment Services Directive (PSD).

Those platforms which operate within MiFID are automatically subject to rules designed to combat money laundering and terrorist financing under the Third Anti-Money Laundering Directive (3AMLD). ESMA has sought to clarify the status of the other platforms, by analysing the potential risks and issues arising in different cases and their treatment under the applicable EU rules.

Money Radio’s popular “Financial Review with Sinclair Noe” Radio Show interviewed Kim Wales on April 30, 2015 regarding the JOBS Act and timely issues of importance to small and emerging businesses seeking to raise capital. Listen here.

As a nationally recognized expert on crowdfunding and a thought leader on the JOBS Act, Kim Wales conducted the interview in Phoenix where she was in town to serve as a speaker and panelist at the Annual Conference of The Women Presidents’ Organization.

Some of the recent updates that Kim shared spanned how after three years of the JOBS Act being legalized, Regulation Crowdfunding is still not live. But with all things regulatory and as a major contributor to the final rules, Kim quickly explained why the market should be interested in Regulation A+ as a game changer. It is effectively a mini-IPO for small and emerging companies. At present, individuals and small, emerging growth companies (less than $1B in annual revenue) may go online and raise funds but now both accredited and non-accredited investors may participate. Non-accredited investors can invest up to 10% of their net worth or annual income in any one of these opportunities, thus democratizing the capital markets for small offerings.

“We are one step closer to what is hoped for in Title 3 and the next phase of the JOBS Act, but we still are not 100% there,” Kim stated. For example, cost structures may prevent start-up entrepreneurs from being able to raise money for their business. Blue Sky Law has been preempted so you no longer have to comply with state laws but instead may file at the federal level with the SEC for Tier 2 offerings and issuers can raise up to $50 million.

Overall, Kim believes that new regulations will stimulate job growth and that, by putting money in the hands of entrepreneurs who create at least 64 percent of net new jobs, small businesses will flourish.

Speaking at the Annual Conference of The Women Presidents’ Organization— the 2015 International Conference, Kim’s talks focused on the democratization of capital and what it means for those who seek to raise money for their business as well as how investors can identify opportunities in the marketplace.

Click here to listen to Kim Wales on Money Radio’s “Financial Review with Sinclair Noe.”

By: Kim Wales (NY) — 03/25/2015

Today marks another milestone in the life cycle of the Jumpstart Our Business Startups Act (JOBS Act) — Regulation A+ is approved. With the three-year anniversary only two weeks away and after many recommendations submitted by myself and fellow colleagues, the Securities and Exchange Commission voted unanimously on the adoption of Title IV: Regulation A+ for small securities offerings.  This is a big step towards furthering the democratization of the capital markets for emerging growth companies.

“These new rules provide an effective, workable path to raising capital that also provides strong investor protections,” said SEC Chair Mary Jo White. “It is important for the Commission to continue to look for ways that our rules can facilitate capital-raising by smaller companies.”

Tier 1 offerings will be subject to federal and state registration and qualification requirements, and issuers may take advantage of the coordinated review program developed by the North American Securities Administrators Association (NASAA).

The rules will be effective 60 days after publication in the Federal Register.

Here are some highlights for the adoption of Regulation A+. Both Tiers are subject to certain basic requirements while Tier 2 offerings are also subject to additional disclosure and ongoing reporting requirements.

1. State Blue Sky preemption and qualification requirements for securities offered or sold to “qualified purchasers” in Tier 2 offerings.

2.  Tier 1 issuers can raise up to $20m rather than the limited $5m maximum in a 12-month period, with not more than $6 million in offers by selling security-holders that are affiliates of the issuer.  The coordinated review process by NASAA will only be used for tier 1 offers.

3.  Tier 2 offers and issuers can raise up to $50m in a 12-month period, with not more than $15 million in offers by selling security-holders that are affiliates of the issuer.

3. Regulation A+ offerings are exempt from the mandatory 12(g) registration thresholds – so long as the issuer engages services of a registered transfer agent, remains subject to and current in a tier 2 reporting obligation and meets public float and revenue requirements similar to those in small reporting companies and exchange act rules.  The details of the reporting rules should be included in the final rules.

4. The JOBS Act mandates the Commission to review Tier 2 limits every two years.

5. Issuers raising capital using Regulation A+ may submit draft offers to the SEC staff, use electronic filing process on EDGAR, ability to use test the waters solicitation materials both before and after the filing of the application process.

6. Additional Tier 2 Requirements:

– Financial statements included in the circular will be audited annually.

– Semi and annual outgoing reports and current event updates that are scaled to Regulation A offerings.

– Limit the number of securities, non-accredited investors can purchase, up to 10% of the greater of annual income of net worth natural person; and

– Limit the purchase of 10% of the greater of annual revenue or net assets of unnatural persons.

– Issuers will use Form 8a — short form registration statement concurrently with a qualification Regulation A offering statement to register securities class 12(b) or 12(g) of the total package of investor protections to be included in the implementation of Reg A offer.

“Moving Title IV forward is a positive step in stimulating the economy, however, start-ups will still find it challenging to raise money using Reg. A because the cost and process  remains burdensome for this stage of company, says Kim Wales, founder of Wales Capital.” As an advocate for the JOBS Act and policy reform, “we still need to get the rules released for Title III and raise the limits up to $5 million and exclude investment limits for accredited investors” as prescribed in my recommendation letter “Limitation of Capital Raised,” February 23, 2014. “This is the part of the JOBS Act that will help all people.”

Foreign Affairs — 02/12/2015

Industry thought leaders convened in NY  for the Foreign Affairs: Cryptocurrency Policy Reform conference.  The discussions included three pillars:

• The future of payment: Integration into Mainstream Systems
• Anti-Money Laundering: Current and Future Regulation
• Consumer Protection: Insuring Users and Investors Against Fraud