Download - Equity Crowdfunding Italian Law
Alessandro M. LERRO
FINANCING START-‐UPs EQUITY CROWDFUNDING
Roma, November 15, 2013 LUISS – Scuola di Management – MBA ALUMNI
EQUITY CROWDFUNDING ITALIAN LAW
Avv. Alessandro M. Lerro April 4, 2014 Palo Alto
LAW: LAW n. 221, Dec. 17, 2012 “2.0 Growth Decree” REGULATION: CONSOB Reg. n. 18592 June 26, 2013
©2013 A.M. Lerro
LEGAL FRAMEWORK:
CONSOB has the supervision and is enWtled to impose penalWes
PlaYorms ought to be registered with CONSOB
PlaYoms ought to meet reputaWon and competence requirements
Investment is subject to MIFID and operated through BROKER-‐DEALERS
©2013 A.M. Lerro
TARGET CO.: ONLY INNOVATIVE START UPs ARE ALLOWED TO RAISE EQUITY FROM THE CROWD
(…for now)
©2013 A.M. Lerro
You can raise
€ 5.000.000,00 per company, per year
©2013 A.M. Lerro
CROWDFUNDING PLATFORMS: ONLINE PLATFORMS, WHOSE EXCLUSIVE PURPOSE IS TO HELP COMPANIES TO RAISE EQUITY FROM THE CROWD (art.1.5.9 TUF)
©2013 A.M. Lerro
SMALL INVESTMENTS • Directly managed • MIFID exempted
BIG INVESTMENTS • Partner with a BROKER-‐DEALER • Investment profile to match with proclivity to risk investment
©2013 A.M. Lerro
SMALL INVESTMENTS:
INDIVIDUAL: < 500€ per investment < 1000€ per year
COMPANY: < 5.000€ per investment < 10.000€ per year
©2013 A.M. Lerro
BROKER-‐DEALERS: BANKS and INVESTMENT Co.s Take in charge the PAYMENT, the execuWon of the investment
©2013 A.M. Lerro
MANAGE A CROWDFUNDING
PLATFORM THEMSELEVES
PARTNER WITH A CROWDFUNDING
PLATFORM
MIFID = European Union DirecWve, Markets in Financial Instruments and investment services
IDENTIFICATION OF THE CLIENT
ANTI-‐LAUNDERING RULES
INVESTMENT PROFILE TO MATCH WITH PROCLIVITY
TO RISK INVESTMENTS
MIFID PROCEDURE:
©2013 A.M. Lerro
©2013 A.M. Lerro
ADVISING:
Broker-‐Dealers may advise and give suggesWons, within their general rules. PlaYorms may not provide recommendaWons suitable to influence pledges.
J
BROKER-‐DEALERS
L
PLATFORMS
INVESTORS: ITALIAN LAW PROVIDES A ROBUST LEGAL FRAMEWORK OFFERING PROTECTION TO INVESTORS
©2013 A.M. Lerro
There is
NO PERSONAL INVESTMENT LIMIT
MIFID regulates any NON SMALL investment ©2013 A.M. Lerro
INVESTORS EDUCATION:
Companies must invest on educaWon and offer it to potenWal investors. It helps with the asymmetric informaWon problem.
©2013 A.M. Lerro
INVESTORS confirm • that they understood the risks of equity investment
INVESTORS confirm • that their personal estate will be not compromised
SELF
ATTESTATION
It is NOT an Entrepreneur’s onus; NO parWcular formality required; NO third parWes databases
©2013 A.M. Lerro
SET OF WITHDRAWAL RIGHTS:
WHO WHEN WHY RULE
Retail Investors Bank FoundaWons Registered Incubators
7 days from the investment
No reason or explanaWon: they just changed their mind
§13.5 Reg.
Consumers* 14 days from the investment
No reason or explanaWon: they just changed their mind
Consumer Code
Retail Investors Bank FoundaWons Registered Incubators
7 days from the news, but before the campaign closed
Material mistake or something new happened, suitable to influence the investment decision
§25.2 Reg.
* The only case where plaYorm are allowed to withold costs
©2013 A.M. Lerro
Any Shareholders Agreement must be noWfied to Investors
If the Founding Shareholders sell the business or anyhow wave control
INFORMATION RIGHT
TAG ALONG or WITHDRAWAL
RIGHT*
SHAREHOLDERS AGREEMENTS:
* Only for RETAIL INVESTOR As long as the Company enjoys InnovaWve Start Up status
©2013 A.M. Lerro
TAKE AWAY:
- Free sale of the shares (incentives to keep them)
- No investment limit per person
- 5M€ max per year - Any nationality (platform, target, investors, …)
- Investment concluded through Broker-Dealers
- STRONG consumers’ protection
- Registered Platforms
- 5% equity: Professional Investors
©20
13 A
.M. L
erro
©2013 A.M. Lerro
LAWS AND MATERIALS:
www.CrowdfundingInItaly.com
©2013 A.M. Lerro
WWW.LERRO.IT ROME
Alessandro M. Lerro alessandrolerro [email protected] Available on: