Alessandro M. LERRO
Las Vegas, October 15, 2013
2° Annual Global Crowdfunding Convention and Bootcamp

EQUITY CROWDFUNDING...
…2000$
maximum
?

©2013 A.M. Lerro
…$1M
maximum
?

©2013 A.M. Lerro
PLATFORMS – BROKER-DEALERS – CAMPAIGN OWNERS – INVESTORS
©2013 A.M. Lerro
workshop
EQUITY
CROWDFUNDING
IN ITALY

By Alessandro M. LERRO
©2013 A.M. Lerro
LAW:
LAW n. 221, Dec. 17, 2012
“2.0 Growth Decree”

REGULATION:
CONSOB Reg. n. 18592
June 26, 2013
©2013 A.M. Lerro
AS PRESIDENT
OBAMA, WE BELIEVE IN
EQUITY CROWDFUNDING
HIGH POTENTIAL AND
CAPACITY TO RAISE
PRIVATE INVESTMENTS
And we have...
©2013 A.M. Lerro
2012 C.F.
VOLUMES

“BUSINES”
MOTIVATION

“BUSINESS”
VOLUMES

Reward-based

383,000,000

16,3%

62,477,000

Lending-based

...
©2013 A.M. Lerro
©2013 A.M. Lerro
- 6,7M$ max per year
- Any nationality (platform, target, investors, …)
- Registered Platforms
- No investment limit per p...
CONSOB
BROKER-DEALER
PLATFORM
TARGET Co.
INVESTORS
©2013 A.M. Lerro
CONSOB:
IS THE ITALIAN SECURITIES
AND EXCHANGE COMMISSION,
THE EQUIVALENT OF SEC,
WHOSE TASKS ARE
REGULATION, SUPERVISION,...
EUROPEAN UNION:
A single authorization system has
been created for INVESTMENT
FIRMS, to enable them to do
business anywher...
RESPECT OF RULES
AND COMPETITION

INVESTORS
PROTECTION

CROWDFUNDING:

MAIN
TASKS
STABILITY AND
PROPER OPERATIONS
OF THE F...
INVESTIGATION POWERS:
Communication of news and
data

Transmission of documents

Inspections

International collaboration ...
PENALTIES:

FINES
• From 500 to
25.000 euro
fine

BANS
• Suspension
• Radiation

INJUNCTIONS
• Stop
operations
• Stop
irre...
CONSOB manages:

©2013 A.M. Lerro
CHAMBER OF
ARBITRATION:
CONSOB manages an
arbitration chamber to solve
conflicts between Investors
and Broker-Dealers.

©2...
CONSOB
BROKER-DEALERS
PLATFORM
TARGET Co.
INVESTORS
©2013 A.M. Lerro
BROKER-DEALERS:

• Having
established
business in
Italy
• Authorized in
their home
Country

• Need to be
authorized
by CON...
BROKER-DEALERS:
BANKS and INVESTMENT Co.s
Take in charge the PAYMENT,
the execution of the investment,
once the investor h...
BROKER-DEALERS:
BANKS and INVESTMENT Co.s
CAN EITHER:

MANAGE A
CROWDFUNDING
PLATFORM
THEMSELEVES

PARTNER WITH A
CROWDFUN...
MIFID PROCEDURE:

IDENTIFICATION OF
THE CLIENT

ANTI-LAUNDERING
RULES

INVESTMENT
PROFILE TO MATCH
WITH PROCLIVITY
TO RISK...
MONEY PLEDGED:
All money pledged must be
deposited with a brokerdealer, outside availability of
the Platform, on a bank
ac...
ADVISING:
Broker-Dealers may advise
and give suggestions, within
their general rules.
Platforms may not provide
recommenda...
THE BANK OF ITALY
has cuncurrent competence with
the following tasks:

-RISK REDUCTION
-ASSET STABILITY
-SAFE AND CAREFUL ...
CONSOB
BROKER-DEALERS
PLATFORM
TARGET Co.
INVESTORS
©2013 A.M. Lerro
CROWDFUNDING PLATFORMS:
ONLINE PLATFORMS,
WHOSE EXCLUSIVE PURPOSE
IS TO HELP
COMPANIES
TO RAISE EQUITY
FROM THE CROWD (art...
OPERATIONS
PLATFORMS:
May EXCLUSIVELY operate the
crowdfunding website

MANAGERS:
May advise, advertise, trade, offer any
...
REGISTRATION REQUIREMENTS
for Individuals and Company Directors:
HONOURABLE

PROFESSIONAL

SHAREHOLDERS

✔

DIRECTORS

✔

...
To be registered with
CONSOB

NEW
category of

Exempted from most
broker-dealers rules

BROKER-DEALER
Forbidden to keep mo...
SMALL INVESTMENTS
• Directly managed
• MIFID exempted

BIG INVESTMENTS
• Partner with a BROKER-DEALER
• Investment profile...
SMALL INVESTMENTS:
INDIVIDUAL:
< 500€ per investment
< 1000€ per year

COMPANY:
< 5.000€ per investment
< 10.000€ per year...
NATIONALITY:

OWNERS:

MANAGEMENT
COMPANY:

PLACE OF
BUSINESS:

Any nationality

Any European

in Italy

©2013 A.M. Lerro
Italian
OFFICE
UK
Company

American
Company

Canadian
Individual

Chinese
Individual
©2013 A.M. Lerro
INVESTMENT PROPOSAL:
A) How the platform
operates
B) Securities offered and
their risks
C) Specific features of each
Campa...
SPOT ON THE RISKS:
1) Investment loss
2) Illiquidity
3) Temporary tax advantage
4) No dividends for a certain
time

©2013 ...
COMMUNICATION:






Max 4 pages (A4 size)
Reasonable font size
Common language
Easy to understand
Comparable proposa...
CONSOB
BROKER-DEALERS
PLATFORM
TARGET Co.
INVESTORS
©2013 A.M. Lerro
TARGET CO.:
ONLY
INNOVATIVE START UPs
ARE ALLOWED
TO RAISE EQUITY
FROM THE CROWD
(…for now)

©2013 A.M. Lerro
REQUIREMENTS:
INNOVATIVE START UP COMPANY
Italian or European company

The Holding may be
wherever

Main place of business...
Plus one of the following:
RESEARCH &
DEVELOPMENT
• R&D expenses
> 15% costs or
sales (the
bigger)

EMPLOYEES
• 1/3 PhD or...
PURPOSES of the Target:
PURPOSE

…BUT

• Production, develop
ment or commerce
of innovative
products or services
having hi...
TAX EFFICIENCY
is easily ACHIEVABLE, i.e.:
TARGET

HOLDING

FOUNDERS

CROWD

VENTURE
CAPITAL

©2013 A.M. Lerro
TAX ADVANTAGES
for INNOVATIVE START UPs:
- Lower industrial cost for employment contracts

- 24 months (instead of 12) of ...
CROWDFUNDING CAMPAIGN BASICS:
Project (team, technology, market, …)
Specific risks of the Project
Business Plan
Due Dilige...
INVESTORS RELATIONSHIPS:
Target Co.s may offer
PREFERRED SHARES, with
limited voting rights
against advantages in the
divi...
You can raise

$ 6,700,000.00
per company, per year
(€ 5.000.000)

©2013 A.M. Lerro
INFORMATION TO BE PROVIDED:
Terms and
conditions
Other simultaneous
campaigns
Any conflict of
interest

Applicable law and...
CERTIFIED BUSINESS INCUBATOR:
REGISTRATION grants
access to Government
incentives
Allowed to support
Innovative START UPs ...
“5% RULE”:
5% of the offered equity
must be subscribed by a
BANK, a PROFESSIONAL
INVESTOR or a CERTIFIED
INCUBATOR by the ...
PROFESSIONAL INVESTORS for the purpose of 5% RULE:
(1)
which are required to be
to operate
in the financial markets:
(a) C...
CONSOB
BROKER-DEALERS
PLATFORM
TARGET Co.
INVESTORS
©2013 A.M. Lerro
INVESTORS:
ITALIAN LAW PROVIDES
A ROBUST LEGAL FRAMEWORK
OFFERING PROTECTION
TO INVESTORS

©2013 A.M. Lerro
ASYMMETRIC
INFORMATION:
- The campaign owner does
not want to share relevant
information with the Crowd
- The Crowd is not...
we have learned that:
CONSOB has the supervision and is
entitled to impose penalties

Platforms ought to beregistered with...
There is

NO PERSONAL
INVESTMENT
LIMIT

MIFID regulates any NON SMALL investment
©2013 A.M. Lerro
SMALL INVESTMENTS:
INDIVIDUAL:
< 500€ per investment
< 1000€ per year

COMPANY:
< 5.000€ per investment
< 10.000€ per year...
INVESTORS EDUCATION:
Companies must invest on
education and offer it to
potential investors.
It helps with the asymmetric
...
INVESTORS confirm
• that they understood the
risks of equity investment

INVESTORS confirm
• that their personal estate
wi...
SET OF WITHDRAWAL RIGHTS:
WHO

WHEN

WHY

RULE

Retail Investors
Bank Foundations
Registered Incubators

7 days from the
i...
SHAREHOLDERS AGREEMENTS:
INFORMATION
RIGHT

Any Shareholders Agreement
must be notified to Investors

TAG ALONG or
WITHDRA...
SHARES
MAY BE SOLD,
but you lose
tax incentives
Opportunity to create a SECONDARY MARKET
©2013 A.M. Lerro
Italy

TAKE AWAY

6,7M$ max/year

USA
1M$ max/year

Any nationality

US national only

No investment limit
per person

2K$...
LAWS AND MATERIALS:

www.CrowdfundingInItaly.com

©2013 A.M. Lerro
©2013 A.M. Lerro
WWW.LERRO.IT
ROME

Alessandro M. Lerro
alessandrolerro
alessandro@lerro.it
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Equity crowdfunding in Italy

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Italy is the first Country to fully implement a complete legal framework for equity crowdfunding, with very interesting features and an international vocation, allowing people from all over the world to crowdfund in Italy.

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  • Ciao, le norme in merito sono piuttosto sommarie. Si dovrà fare riferimento ai principi contabili, con tutte le difficoltà che ciò comporta per le aziende innovative e per le start up. C'è ampia libertà per la disclosure, oltre ad una base minima, e quindi credo che la qualità e comprensibilità delle informazioni fornite saranno un interessante elemento competitivo.
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  • Ciao Alessandro,

    Ma gli aspetti finanziari dell'offerta, tipo il prezzo delle azioni? ci sono indicazioni per i metodi di valutazione o per i disclosure standarda? sarà necessaria l'intermedizione di un commercialista, come negli US con i CPAs?
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Equity crowdfunding in Italy

  1. 1. Alessandro M. LERRO Las Vegas, October 15, 2013 2° Annual Global Crowdfunding Convention and Bootcamp EQUITY CROWDFUNDING: the ITALIAN FRAMEWORK
  2. 2. …2000$ maximum ? ©2013 A.M. Lerro
  3. 3. …$1M maximum ? ©2013 A.M. Lerro
  4. 4. PLATFORMS – BROKER-DEALERS – CAMPAIGN OWNERS – INVESTORS ©2013 A.M. Lerro
  5. 5. workshop EQUITY CROWDFUNDING IN ITALY By Alessandro M. LERRO ©2013 A.M. Lerro
  6. 6. LAW: LAW n. 221, Dec. 17, 2012 “2.0 Growth Decree” REGULATION: CONSOB Reg. n. 18592 June 26, 2013 ©2013 A.M. Lerro
  7. 7. AS PRESIDENT OBAMA, WE BELIEVE IN EQUITY CROWDFUNDING HIGH POTENTIAL AND CAPACITY TO RAISE PRIVATE INVESTMENTS And we have found some confirmation in MASSOLUTION’s INDUSTRY REPORT ©2013 A.M. Lerro
  8. 8. ©2013 A.M. Lerro
  9. 9. 2012 C.F. VOLUMES “BUSINES” MOTIVATION “BUSINESS” VOLUMES Reward-based 383,000,000 16,3% 62,477,000 Lending-based 1,169,700,000 54,2% 633,977,000 Donation-based 979,300,000 12,8% 125,350,000 Equity-based 111,700,000 TOTAL 2,643,700,000 111,700,000 ≈35% 933,500,000 35% OF THE 2012 CROWDFUNDING VOLUME HAS BEEN COLLECTED IN THE BUSINESS AND ENTREPRENUEURSHIP CATEGORY ©2013 A.M. Lerro CROWDFUNDING MODEL
  10. 10. ©2013 A.M. Lerro
  11. 11. ©2013 A.M. Lerro
  12. 12. - 6,7M$ max per year - Any nationality (platform, target, investors, …) - Registered Platforms - No investment limit per person - Investment concluded through Broker-Dealers - Free sale of the shares (incentives to keep them) - STRONG consumers’ protection - 5% equity: Professional Investors ©2013 A.M. Lerro BASICS
  13. 13. CONSOB BROKER-DEALER PLATFORM TARGET Co. INVESTORS ©2013 A.M. Lerro
  14. 14. CONSOB: IS THE ITALIAN SECURITIES AND EXCHANGE COMMISSION, THE EQUIVALENT OF SEC, WHOSE TASKS ARE REGULATION, SUPERVISION, VIGILANCE ©2013 A.M. Lerro
  15. 15. EUROPEAN UNION: A single authorization system has been created for INVESTMENT FIRMS, to enable them to do business anywhere in the EU, with a minimum of red tape, while increasing customer protection. HARMONISED REQUIREMENTS govern the activity of AUTHORISED INTERMEDIARIES ©2013 A.M. Lerro
  16. 16. RESPECT OF RULES AND COMPETITION INVESTORS PROTECTION CROWDFUNDING: MAIN TASKS STABILITY AND PROPER OPERATIONS OF THE FINANCIAL MARKET MAINTAINING TRUST IN THE FINANCIAL SYSTEM ©2013 A.M. Lerro
  17. 17. INVESTIGATION POWERS: Communication of news and data Transmission of documents Inspections International collaboration with other Authorities ©2013 A.M. Lerro
  18. 18. PENALTIES: FINES • From 500 to 25.000 euro fine BANS • Suspension • Radiation INJUNCTIONS • Stop operations • Stop irregularities • Order limitations ©2013 A.M. Lerro
  19. 19. CONSOB manages: ©2013 A.M. Lerro
  20. 20. CHAMBER OF ARBITRATION: CONSOB manages an arbitration chamber to solve conflicts between Investors and Broker-Dealers. ©2013 A.M. Lerro
  21. 21. CONSOB BROKER-DEALERS PLATFORM TARGET Co. INVESTORS ©2013 A.M. Lerro
  22. 22. BROKER-DEALERS: • Having established business in Italy • Authorized in their home Country • Need to be authorized by CONSOB OWNERS of the BROKER-DEALER : ANY NATIONALITY ©2013 A.M. Lerro
  23. 23. BROKER-DEALERS: BANKS and INVESTMENT Co.s Take in charge the PAYMENT, the execution of the investment, once the investor has decided to pledge. (… at least…) ©2013 A.M. Lerro
  24. 24. BROKER-DEALERS: BANKS and INVESTMENT Co.s CAN EITHER: MANAGE A CROWDFUNDING PLATFORM THEMSELEVES PARTNER WITH A CROWDFUNDING PLATFORM ©2013 A.M. Lerro
  25. 25. MIFID PROCEDURE: IDENTIFICATION OF THE CLIENT ANTI-LAUNDERING RULES INVESTMENT PROFILE TO MATCH WITH PROCLIVITY TO RISK INVESTMENTS MIFID = European Union Directive, Markets in Financial Instruments and investment services ©2013 A.M. Lerro
  26. 26. MONEY PLEDGED: All money pledged must be deposited with a brokerdealer, outside availability of the Platform, on a bank account registered in the name of the Target Co.. ©2013 A.M. Lerro
  27. 27. ADVISING: Broker-Dealers may advise and give suggestions, within their general rules. Platforms may not provide recommendations suitable to influence pledges. PLATFORMS BROKER-DEALERS   ©2013 A.M. Lerro
  28. 28. THE BANK OF ITALY has cuncurrent competence with the following tasks: -RISK REDUCTION -ASSET STABILITY -SAFE AND CAREFUL MANAGEMENT But PLATFORMS are not included in the scope of action, as they may not handle money and are only communication and information vehicles. Instead, BROKER-DEALERS are regularly monitored ©2013 A.M. Lerro
  29. 29. CONSOB BROKER-DEALERS PLATFORM TARGET Co. INVESTORS ©2013 A.M. Lerro
  30. 30. 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
  31. 31. OPERATIONS PLATFORMS: May EXCLUSIVELY operate the crowdfunding website MANAGERS: May advise, advertise, trade, offer any other service The only limit for MANAGERS is the CONFLICT OF INTEREST ©2013 A.M. Lerro
  32. 32. REGISTRATION REQUIREMENTS for Individuals and Company Directors: HONOURABLE PROFESSIONAL SHAREHOLDERS ✔ DIRECTORS ✔ ✔ MANAGERS ✔ ✔ ✔ no preventive measures, restrictions or punishment for certain crimes ✔ CONTROLLERS HONOURABLE PROFESSIONAL at least 2 years experience of management, finance, university teaching, auditing ©2013 A.M. Lerro
  33. 33. To be registered with CONSOB NEW category of Exempted from most broker-dealers rules BROKER-DEALER Forbidden to keep money or securities of third parties ©2013 A.M. Lerro
  34. 34. 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
  35. 35. SMALL INVESTMENTS: INDIVIDUAL: < 500€ per investment < 1000€ per year COMPANY: < 5.000€ per investment < 10.000€ per year ©2013 A.M. Lerro
  36. 36. NATIONALITY: OWNERS: MANAGEMENT COMPANY: PLACE OF BUSINESS: Any nationality Any European in Italy ©2013 A.M. Lerro
  37. 37. Italian OFFICE UK Company American Company Canadian Individual Chinese Individual ©2013 A.M. Lerro
  38. 38. INVESTMENT PROPOSAL: A) How the platform operates B) Securities offered and their risks C) Specific features of each Campaign NO PROSPECTUS, but a lot of SPECIFIC INFO ©2013 A.M. Lerro
  39. 39. SPOT ON THE RISKS: 1) Investment loss 2) Illiquidity 3) Temporary tax advantage 4) No dividends for a certain time ©2013 A.M. Lerro
  40. 40. COMMUNICATION:      Max 4 pages (A4 size) Reasonable font size Common language Easy to understand Comparable proposals ©2013 A.M. Lerro
  41. 41. CONSOB BROKER-DEALERS PLATFORM TARGET Co. INVESTORS ©2013 A.M. Lerro
  42. 42. TARGET CO.: ONLY INNOVATIVE START UPs ARE ALLOWED TO RAISE EQUITY FROM THE CROWD (…for now) ©2013 A.M. Lerro
  43. 43. REQUIREMENTS: INNOVATIVE START UP COMPANY Italian or European company The Holding may be wherever Main place of business and domicile in Italy Incorporated maximum 48 months before You can move the Target to Italy! Sales: less than € 5 Mill/year No dividends ever distributed Not resulting from M&A operations BUT The Target may buy a company or a business ©2013 A.M. Lerro
  44. 44. Plus one of the following: RESEARCH & DEVELOPMENT • R&D expenses > 15% costs or sales (the bigger) EMPLOYEES • 1/3 PhD or graduated with research experience, or • 2/3 being graduated INTELLECTUAL PROPERTY • 1 patent, or • 1 microchip, or • 1 new vegetable, or • 1 registered software ©2013 A.M. Lerro
  45. 45. PURPOSES of the Target: PURPOSE …BUT • Production, develop ment or commerce of innovative products or services having high technological value • A company may have wide purposes and pick up some of them from time to time ©2013 A.M. Lerro
  46. 46. TAX EFFICIENCY is easily ACHIEVABLE, i.e.: TARGET HOLDING FOUNDERS CROWD VENTURE CAPITAL ©2013 A.M. Lerro
  47. 47. TAX ADVANTAGES for INNOVATIVE START UPs: - Lower industrial cost for employment contracts - 24 months (instead of 12) of time to cover losses - Free access to a Government Guarantee for SME bank credit (up to 80% of €2,5M) INDIVIDUAL INVESTORS: CORPORATE INVESTORS: May deduct up to 25% of the investment May deduct up to 27% of the investment (€0,5M maximum) (€1,8M maximum) PROVIDED THAT YOU KEEP THE INVESTMENT FOR 2 YEARS ©2013 A.M. Lerro
  48. 48. CROWDFUNDING CAMPAIGN BASICS: Project (team, technology, market, …) Specific risks of the Project Business Plan Due Diligence Basics Temporary tax advantages Withdrawal right ©2013 A.M. Lerro
  49. 49. INVESTORS RELATIONSHIPS: Target Co.s may offer PREFERRED SHARES, with limited voting rights against advantages in the dividends distribution, in order to reduce costs and difficulties of investor relationships. ©2013 A.M. Lerro
  50. 50. You can raise $ 6,700,000.00 per company, per year (€ 5.000.000) ©2013 A.M. Lerro
  51. 51. INFORMATION TO BE PROVIDED: Terms and conditions Other simultaneous campaigns Any conflict of interest Applicable law and jurisdiction Available languages Broker-Dealer hired Where is the money Costs and investment fees Reimbursement terms Involvement of any professional investors ©2013 A.M. Lerro
  52. 52. CERTIFIED BUSINESS INCUBATOR: REGISTRATION grants access to Government incentives Allowed to support Innovative START UPs in the launch of equity crowdfunding ©2013 A.M. Lerro
  53. 53. “5% RULE”: 5% of the offered equity must be subscribed by a BANK, a PROFESSIONAL INVESTOR or a CERTIFIED INCUBATOR by the end of the campaign But there is no obligation to keep the shareholding for a minimum time ! ©2013 A.M. Lerro
  54. 54. PROFESSIONAL INVESTORS for the purpose of 5% RULE: (1) which are required to be to operate in the financial markets: (a) Credit institutions and investment firms (c) Other authorised or regulated financial institutions (d) Insurance companies (e) Collective investment schemes and their management companies (f) Pension funds and management companies of such funds (g) Commodity and commodity derivatives dealers (h) Locals (i) Other institutional investors (2) meeting two of the following size requirements: — balance sheet total: EUR 20 000 000, — net turnover: EUR 40 000 000, — own funds: EUR 2 000 000. (3) Other in financial instruments. whose main activity is to invest ©2013 A.M. Lerro
  55. 55. CONSOB BROKER-DEALERS PLATFORM TARGET Co. INVESTORS ©2013 A.M. Lerro
  56. 56. INVESTORS: ITALIAN LAW PROVIDES A ROBUST LEGAL FRAMEWORK OFFERING PROTECTION TO INVESTORS ©2013 A.M. Lerro
  57. 57. ASYMMETRIC INFORMATION: - The campaign owner does not want to share relevant information with the Crowd - The Crowd is not prepared to discuss specialistic issues - There are secrets ©2013 A.M. Lerro
  58. 58. we have learned that: CONSOB has the supervision and is entitled to impose penalties Platforms ought to beregistered with CONSOB Platfoms ought to meet reputation and competence requirements Investment is subject to MIFID and operated through BROKER-DEALERS ©2013 A.M. Lerro
  59. 59. There is NO PERSONAL INVESTMENT LIMIT MIFID regulates any NON SMALL investment ©2013 A.M. Lerro
  60. 60. SMALL INVESTMENTS: INDIVIDUAL: < 500€ per investment < 1000€ per year COMPANY: < 5.000€ per investment < 10.000€ per year MIFID procedure requires BROKER-DEALERS to test the consumer’s proclivity to risk investments ©2013 A.M. Lerro
  61. 61. INVESTORS EDUCATION: Companies must invest on education and offer it to potential investors. It helps with the asymmetric information problem. ©2013 A.M. Lerro
  62. 62. INVESTORS confirm • that they understood the risks of equity investment INVESTORS confirm • that their personal estate will be not compromised It is NOT an Entrepreneur’s onus; NO particular formality required; NO third parties databases ©2013 A.M. Lerro
  63. 63. SET OF WITHDRAWAL RIGHTS: WHO WHEN WHY RULE Retail Investors Bank Foundations Registered Incubators 7 days from the investment No reason or explanation: they just changed their mind §13.5 Reg. Consumers* 14 days from the investment No reason or explanation: they just changed their mind Consumer Code Retail Investors Bank Foundations Registered Incubators 7 days from the news, but before the campaign closed Material mistake or §25.2 Reg. something new happened, suitable to influence the investment decision * The only case where platform are allowed to withold costs ©2013 A.M. Lerro
  64. 64. SHAREHOLDERS AGREEMENTS: INFORMATION RIGHT Any Shareholders Agreement must be notified to Investors TAG ALONG or WITHDRAWAL RIGHT* If the Founding Shareholders sell the business or anyhow wave control * Only for RETAIL INVESTOR As long as the Company enjoys Innovative Start Up status ©2013 A.M. Lerro
  65. 65. SHARES MAY BE SOLD, but you lose tax incentives Opportunity to create a SECONDARY MARKET ©2013 A.M. Lerro
  66. 66. Italy TAKE AWAY 6,7M$ max/year USA 1M$ max/year Any nationality US national only No investment limit per person 2K$ max per person Investors: self-attestation Free sale of the shares (or different wealth limit) Qualified investors? SALE: after 1 year (incentives to keep them) NO All or nothing All or nothing ©2013 A.M. Lerro
  67. 67. LAWS AND MATERIALS: www.CrowdfundingInItaly.com ©2013 A.M. Lerro ©2013 A.M. Lerro
  68. 68. WWW.LERRO.IT ROME Alessandro M. Lerro alessandrolerro alessandro@lerro.it

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