Equity crowdfunding is a new financing model. Investors choose projects through the Internet crowdfunding platform, and then invest through the platform to obtain the equity of the invested enterprise or project. So what are the advantages of Internet equity? Welcome to study.
From a legal point of view, under the current legal framework of our country, there are three modes of equity financing through internet technology: equity crowdfunding mode, internet non-public equity financing mode and internet private equity investment fund raising. This paper makes a legal analysis of these three modes.
First, the Internet non-public equity financing model and legal analysis
The Securities Industry Association issued the "Notice on Special Inspection of Internet Equity Financing Institutions", which pointed out:? At present, some market institutions are conducting questions? Equity crowdfunding? The nominal activity is non-public equity financing or private equity investment fund raising through the Internet, which does not fall within the scope of equity crowdfunding financing stipulated in the Guiding Opinions? . In practice, non-public equity financing mainly includes the following three forms:
1. angel joint investment model
Angel joint investment financing mode is a kind of equity financing mode in practice, and the typical representative of this mode is angel exchange. AngelCrunch is an angel joint investment platform. Its characteristics are: a leading investor plays a central role in project evaluation, and many investors choose to follow suit. Entrepreneurs can not only get funds, but also get more added value such as industry resources and management experience besides money. Different from equity crowdfunding, its investors are specific groups, not for the general public, and it is stipulated that there should be no more than 30 crowdfunding investors for a project. The rapid joint investment mechanism launched by Angel Exchange has also begun to become an example for the industry to follow. The mechanism realizes the rapid financing of enterprises through the combination of one or several leading investors with independent professional judgment and another part of financial investors with financial strength.
In order to realize collective investment, leaders and investors usually sign management agreements to determine the rights and obligations of both parties. If there are a large number of people or the equity agreement is complicated, both parties can also set up a partnership in the form of a special purpose company (SPV) to participate in enterprise management. This model is mainly adopted in foreign countries, such as AngeList in the United States and ASSOB in Australia.
The legal nature of this model is non-public equity financing. Because its investors are a specific group, not for the general public, it is stipulated that there should be no more than 30 crowdfunding investors for a project. At the same time, this model also avoids the risk of being identified as illegal fund-raising to a certain extent. At present, the laws and administrative regulations regulating this mode mainly include Securities Law, 20 10 Supreme Court Judicial InterpretationNo. 18 and so on. 20 14 12.28 "measures for the administration of private equity crowdfunding (draft for comment)" did not adjust this mode, because the measures for the administration of private equity crowdfunding were not implemented, so they have no legal effect.
2. Individual direct shareholder model
Literally, the individual direct shareholder model is that investors directly invest in projects and obtain equity, becoming shareholders of financing companies. The legal nature of this model is private placement, and the legal relationship between individual investors and financiers is equity; Individual investors, financiers and Internet platforms are the legal relations of intermediary services. In the specific operation process, investors will directly browse the financing projects listed in the equity crowdfunding platform, and then choose the projects or enterprises that they think have potential investment. After the project financing is successful, investors sign documents including transfer agreement and equity certificate through the electronic procedures of the equity crowdfunding platform. Investors will directly become shareholders of financing enterprises after receiving paper equity certificates, investment agreements and other documents.
Under the individual direct shareholder model, investors invest based on their own judgment on the project, so this model requires investors to be more professional, and investors must be familiar with the project or have professional investment experience. For this reason, the platform generally advises investors to diversify risks by means of small single investment and diversified industry projects. Some platforms will also hold shares and manage investments on behalf of investors, and feedback the development and dividends of enterprises to investors in a timely manner. At the same time, the platform will charge a certain management fee. At present, this model is mainly concentrated in the UK, such as Crowdcube and Seedrs, the famous equity crowdfunding platforms in the UK.
3. Fund indirect shareholder model
Compared with the individual direct shareholder model, the fund indirect shareholder model increases the factor of fund agency. Under this model, equity crowdfunding platforms usually set up wholly-owned subsidiaries in advance to manage their private equity funds. Usually, a fund only invests in a start-up. In the specific process, similarly, investors still browse the investable projects directly through the equity crowdfunding platform, and choose the projects that they think have potential according to their own judgment. Different from the individual direct shareholder model, the investor's investment funds do not directly enter the financing enterprise in the name of the investor, but are transferred to the fund corresponding to the selected project, and finally invested in the project enterprise in the name of the fund. ? Investors are fund holders of project stocks in crowdfunding platform, and the face value of the fund is equivalent to the value of the project company. In this financing mode, investors are indirect shareholders of the project company, and their voting rights are all represented by funds, so investors have little influence on the financing project company. ? That is, investors' voting rights are all represented by the fund, and wholly-owned subsidiaries exercise the management right of the fund and exercise shareholders' rights on behalf of the fund. FundersClub and AngeList, the famous American equity crowdfunding platforms, have adopted this model. The legal nature of this model is private placement, and its legal relationship: the legal relationship between the investment company and the financier is equity; The legal relationship among investors, financiers and internet platforms of investment companies is intermediary services.
To sum up, the three Internet private financing methods are mainly regulated by the Company Law and the Securities Law.
Second, the equity crowdfunding financing model and legal analysis
This mode is the mode of equity financing through internet technology stipulated in the Guiding Opinions on Promoting the Healthy Development of Internet Finance. The Guiding Opinions pointed out that equity crowdfunding mainly refers to the activities of publicizing small equity financing through the Internet. Equity crowdfunding financing must be carried out through the platform of equity crowdfunding intermediary (Internet website or other similar electronic media). -The equity crowdfunding business is supervised by the CSRC? . The Guiding Opinions defines its legal nature as? Open small equity financing? Activities. ? Open, small and public? Characteristics involving social public interests and national financial security must be regulated according to law. The Securities Industry Association issued the "Notice on Conducting Special Inspection of Internet Equity Financing Institutions", which pointed out that? Without the approval of the State Council securities regulatory authority, no unit or individual may carry out equity crowdfunding activities? .
Three. Internet Private Equity Fund Raising and Legal Analysis
This model means that private fund managers raise funds through the Internet. According to the Securities Investment Fund Law, Interim Measures for the Supervision and Administration of Private Investment Funds and other relevant regulations, private fund managers are not allowed to raise funds from units and individuals other than qualified investors, and are not allowed to promote them to unspecified objects. The cumulative number of qualified investors shall not exceed 200, and the standards of qualified investors shall conform to the provisions of the Interim Measures for the Supervision and Administration of Private Investment Funds. The legal nature of this model is private equity fund, and the subjects of legal relationship are fund holders, fund managers and Internet platforms. These three subjects form an intermediary contract legal relationship, and the fund holder and fund manager are trust legal relationships. ;