Palo Alto Conference - Italian Equity Crowdfunding Law

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This is a quick overview about Italian Equity Crowdfunding Law. It was presented in Palo Alto, during the 2nd SV Crowdfund - Silicon Valley meets Crowdfunding conference, in April 2014. The event is managed by Crowdfund Beat.

Business Economy & Finance

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
entitled to impose penalties
Platforms ought to be registered with
CONSOB
Platfoms ought to meet reputation 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:
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 execution of the investment
©2013 A.M. Lerro
MANAGE A
CROWDFUNDING
PLATFORM
THEMSELEVES
PARTNER WITH A
CROWDFUNDING
PLATFORM

©2013 A.M. Lerro
ADVISING:
Broker-Dealers may advise
and give suggestions, within
their general rules.
Platforms may not provide
recommendations suitable
to influence pledges.

BROKER-DEALERS

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
education and offer it to
potential investors.
It helps with the asymmetric
information 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
It is NOT an Entrepreneur’s onus; NO particular
formality required; NO third parties databases
©2013 A.M. Lerro

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
something new happened,
suitable to influence the
investment decision
§25.2 Reg.
* The only case where platform are allowed to withold costs
©2013 A.M. Lerro

Any Shareholders Agreement
must be notified 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 Innovative 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
©2013A.M.Lerro

©2013 A.M. Lerro
LAWS AND MATERIALS:
www.CrowdfundingInItaly.com
©2013 A.M. Lerro

WWW.LERRO.IT
ROME
Alessandro M. Lerro
alessandrolerro
alessandro@lerro.it
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1. 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

3. LEGAL FRAMEWORK: CONSOB has the supervision and is entitled to impose penalties Platforms ought to be registered with CONSOB Platfoms ought to meet reputation and competence requirements Investment is subject to MIFID and operated through BROKER-DEALERS ©2013 A.M. Lerro

9. BROKER-DEALERS: BANKS and INVESTMENT Co.s Take in charge the PAYMENT, the execution of the investment ©2013 A.M. Lerro MANAGE A CROWDFUNDING PLATFORM THEMSELEVES PARTNER WITH A CROWDFUNDING PLATFORM

10. MIFID = European Union Directive, 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

11. ©2013 A.M. Lerro ADVISING: Broker-Dealers may advise and give suggestions, within their general rules. Platforms may not provide recommendations suitable to influence pledges.  BROKER-DEALERS  PLATFORMS

15. 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

16. 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 something new happened, suitable to influence the investment decision §25.2 Reg. * The only case where platform are allowed to withold costs ©2013 A.M. Lerro

17. Any Shareholders Agreement must be notified 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 Innovative Start Up status ©2013 A.M. Lerro

18. 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 ©2013A.M.Lerro

20. WWW.LERRO.IT ROME Alessandro M. Lerro alessandrolerro alessandro@lerro.it Available on:

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