Mark Roderick describes himself as a very “boring” corporate and securities lawyer, but he’s not. Since the JOBS Act of 2012, Mark has spent all of his time in the investment crowdfunding space. Today he is one of the leading crowdfunding and fintech lawyers in the United States. Mark writes a widely-read blog, which offers a wealth of legal and practical information for portals and issuers. He also speaks at crowdfunding events across the country, and represents industry participants across the country and around the world.
Most recently Mark launched a new firm, Lex Nova Law, a boutique corporate law firm representing crowdfunding, fintech, startups, blockchain and cryptocurrency along with more traditional legal sectors.
Along with the rest of us in the crowdfunding industry, Mark applauds the SEC for its proposed upgrades to all of the online offerings: Rule 504, Rule 506(b), Rule 506(c), Regulation A, and Regulation CF. In this podcast we focussed on Regulation CF, which promises to turn into the little engine that could when these changes take effect.
“These proposals are great for the Crowdfunding industry and for American capitalism. They’re not about Wall Street. They’re about small companies and ordinary American investors, where jobs and ideas come from” says Mark.
The proposals and the reasoning behind them take up 351 pages. You can find an SEC summary here, or the full text here. Some of the key highlights for Regulation CF include much expanded investment limits for both accredited and non-accredited investors, and an increase in the maximum amount an issuer can raise in any one year from $1.07 to $5 million.
Insights and Inspirations
- Mark believes the latest round of changes to the crowdfunding rules will bring some fundamental changes to the industry including higher quality deals.
- As the deals get better, so will the industry grow, and more investors join in.
- He expects to see changes in the physical landscape in just 5 years as these rules begin to have a far-reaching effect.
Information and Links
- Read the entire 351 pages of proposed changes to the online crowdfunding rules here and a more digestible summary here.
- Mark’s investment crowdfunding blog provides a wealth of information for those in the industry.
Read the podcast transcript here
Eve Picker: [00:00:08] Hi there. Thanks so much for joining me today for the latest episode of Impact Real Estate Investing.
[00:00:14] My guest today is Mark Roderick, founder of Lex Nova Law and one of the top online crowdfunding experts in the country. I asked Mark to join me today to discuss the very exciting changes proposed by the Securities and Exchange Commission to regulation crowdfunding. In case you haven’t heard of it, regulation crowdfunding, or Reg CF, is the securities regulation that is really the first step taken by the S.E.C. towards democratizing investment. The additional changes proposed will give this regulation real legs.
[00:00:57] Be sure to go to EvePicker.com to find out more about Mark on the show notes page for this episode. And be sure to sign up for my newsletter, so you can access information about impact real estate investing and get the latest news about the exciting projects on my crowdfunding platform, Small Change.
Eve: [00:01:18] Hello, Mark, it’s delightful having you on my show.
Mark Roderick: [00:01:21] Well, thank you very much. It is delightful sort of being there.
Eve: [00:01:25] Very good.
Mark: [00:01:26] Virtually.
Eve: [00:01:25] Just sort of. Yeah. Okay. Today, we’re going to talk about raising equity online, which is a pretty wonky subject, but you and I like it. And raising equity online is also known as equity or investment crowdfunding. You said these proposals are great for the crowdfunding industry and for American capitalism. They’re not about Wall Street. They’re about small companies and ordinary American investors, where jobs and ideas come from. And you were referring to some proposed changes to equity online raising funds. And according to the S.E.C., a majority of entrepreneurs and emerging businesses raise capital using an exempt offering framework under the Securities Act. And they raise everything from seed capital for new businesses, to funding growth on the path to an initial public offering, and, also, raise equity for real estate. So, I wanted to talk about the rule changes and why you think they’re so great.
Mark: [00:02:35] Well, okay. Big question and a big, big topic. I mean, maybe I’ll just start at the granular level and then kind of work backwards. If you are in or around the existing industry, And I’m going to call it the Title 3 industry or the Reg CF industry, as opposed to what we might call the Rule 506(c) accredited investor industry. The accredited investor industry in real estate is super-healthy. People are raising a lot of money and platforms are profitable and all kinds of wonderful things are going on. In contrast, the Reg CF world, the industry, it’s sort of, you know, like when you cross the railroad tracks and crossed into the less affluent part of town. It’s a very, almost, I don’t want to get too hyperbolic, but, you know, it’s a little bit of a desolate landscape.
Eve: [00:03:41] Oh yes.
Mark: [00:03:41] It’s very difficult to make money for funding portals, and it’s a vicious cycle as opposed to a virtuous cycle. So, it’s hard to make money. Very small companies with very limited resources are applying because of the limits – we can only raise up to a million dollars a year, and in real estate, in particular, that’s not very much money. And that leads the portals, the funding portals, too many of them, not yours, I should say, but too many of them have adapted to that situation. You know, you’re trying to squeeze money out of people who don’t have any money and have led to a lot of shortcuts, and what I called gimmicks, and that is a vicious cycle because investors, who are not dumb, see that, they see that’s what’s going on. You know, they just ignore the entire industry. And that means that high quality companies are that much less likely to try to use Reg CF. And it has been a vicious cycle.
Eve: [00:04:46] Just backing up one minute. I think some of our listeners maybe not familiar with Reg CF or regulation crowd-funding. So, I just feel like I need to fill in a little bit. Regulation crowdfunding and other online crowdfunding rules grew out of the Jobs Act of 2012, and the intent was really to move online crowdfunding for donations to crowdfunding for investment, right? And so regulation crowdfunding is the rule that lets anyone over the age of 18 invest, but really kind of limits how much they can invest, and how much the company raising money can raise. Those limits, I think, have been the real stumbling block, right?
Mark: [00:05:31] Yeah.
Eve: [00:05:32] So, this has translated into smaller offerings, just like you said, which these funding platforms, which are very heavily regulated to use that rule, it means that they can’t make a lot of money. And that’s kind of where you left off, right?
Mark: [00:05:50] That is exactly right.
Eve: [00:05:52] The new rules, which you seemed very excited about last week, I think, will make some big changes in that landscape.
Mark: [00:06:01] Yeah. They will make a couple changes that are, I think, taken together, just gonna be very, very important and are really going to, to continue that bad metaphor I was using, really revitalize the Regulation CF neighborhood. These are the two most significant changes. As you said in your overview, Regulation CF or Title 3 – those are interchangeable names for the same set of rules – limit very severely how much each investor can invest. And the idea here was to protect widows and orphans from all the shady entrepreneurs out there. But even if the widow or orphan wants to invest his or her entire net worth into a questionable company, the Reg CF rules won’t allow that. To the contrary, they allow only very small investments. And that means that when you’re trying to raise money in Regulation CF, you have to find lots of investors, because each of them can only contribute a very small amount. And, you know, that’s hard. Marketing is hard.
Eve: [00:07:21] It’s very hard.
Mark: [00:07:22] It is also inconsistent with other S.E.C. rules, which in general allow accredited investors to invest as much as they want. One of the fundamental concepts in U.S. securities laws since the 1930s has been that rich people can take care of themselves. They don’t need the government to protect them. And so the term ‘accredited investor’ is sort of a stand-in for rich people. All of the other S.E.C. rules, really, allow accredited investors to make bad decisions, you know. An accredited investor can invest his or her entire network in a single deal. And people have noted, since the outset of regulation crowdfunding, that the regulation crowdfunding restrictions are inconsistent with that general concept. So, one of the changes just made by the S.E.C., or proposed, is that, what do you know, accredited investors will no longer be subject to those severe limits. In fact, they won’t be subject to any limits. So, now if you can attract some accredited investors, you know, you can get people to write big checks. So, that’s an important change. Really important change.
Eve: [00:08:40] Yeah. Yeah. I mean, I’ll give one example that has impacted us. We have quite a few account holders or investors who are accredited by definition based on their net worth. And they have very healthy networks, but they’re retired and they own their houses and their income is maybe below 100,000. And under the regulation crowdfunding Reg CF rules, one of these investors was limited to investing 4,000 a year under Reg CF. But as an accredited investor, she can invest however much she wants. That’s how weirdly bad the rule is right now.
Mark: [00:09:20] Yeah. And just to take that one person, I don’t know how much of a check that person might write, but let’s say it’s, you know, 25 or 50,000 dollars, which is not an unusual investment in the Rule 506(c) world. So ..
Eve: [00:09:34] Yeah.
Mark: [00:09:35] … she goes from even conservatively …
Eve: [00:09:38] She couldn’t be bothered investing 4,000. She might be interested in 15,000 or 20 or 25 but not …
Mark: [00:09:44] Yeah.
Eve: [00:09:44] Yeah.
Mark: [00:09:45] So, it doesn’t take many of her, you know, the difference between four and say, even conservatively, 25. Those numbers add up quickly. That change in itself was significant. But, in addition, the second change is they’ve raised the limit from a million dollars to five million dollars. And that means bigger companies, companies with more revenue, more products, more services, more scale. Bigger companies can now start using Reg CF. Yeah, I mean, you know, Eve, that a million dollars is not very much in the real estate world. Five million dollars really is a lot. Lots and lots and lots of deals are done with equity of two or three or four million dollars. So, it vastly expands the number of ticket holders who are allowed to attend this event. And then, when you put those two together, you know, now we can do a three million dollar raise where we can raise as much as we want from accredited investors. That, suddenly, becomes an extremely viable business. And that’s the point that funding portals will now be able to make money. In fact, they’ll be able to make significant amounts of money. You know, that’s like, again, going back to that metaphor, that is pouring a lot of money into that neighborhood. And you’re going to see, in my view, just a fundamental change. You’re going to walk through the streets and say, oh, that used to be a dilapidated building. It looks nice now. And so on and so forth. And you’re going to see better business practices from the portals. I believe you’re going to see much higher quality offerings on those portals. In fact, you’re going to see websites that were formerly only in the Rule 506(c) world who had shunned Regulation CF. You’re going to see those companies getting their portal licenses and saying, hey, we can now expand our investor clientele at very little cost. You know, we’ve been marketing only to Rule 506(c) accredited investors. Now we can market to everyone. Why not?
Eve: [00:12:10] Maybe the answer, response to why not, is the regulation that is attached to, being a funding portal, and not to 506(c).
Mark: [00:12:20] Yes. I mean, it’s certainly an impediment. I mean, you’ve been living in this world for the last five years and the regulation can make you pull your hair out. But the business opportunity, it seems to me, is … the landscape just changed completely in my view, you know, I … within the last three weeks before these proposals came out someone called me, a company, you know, we want to be a funding portal. And I tell them, because I try to be very straightforward with anyone, you know, you’re not going to make any money. It’s a funding portal.
Eve: [00:12:55] Right.
Mark: [00:12:55] You know, you want to go, have to expand, vertically integrate. But it’s a very, very difficult business. And that was advice I’ve given in the last two weeks. You know, I’ve had people contact me since the proposals, and it’s totally different advice. This is a real opportunity.
Eve: [00:13:13] Yeah, yeah, yeah. Interesting.
Mark: [00:13:14] I mean, how do you see it affecting your business? You’re in the business.
Eve: [00:13:19] The thing you haven’t touched on yet is, there’s a couple of things that really matter to me. And one is, yes, the fact that accredited investors can invest whatever they want really matters, because I no longer have to offer side-by-side offerings which are very complicated and time-consuming. So, by a side-by-side offering, I mean a Reg CF plus a 506(c), at the same time. So, that can go away. I think the fact that the investor limits have been turned upside down is huge. The fact that now an investor can invest the greater of their net worth or income is absolutely enormous for my crowd. And then I think the single purpose entity rule, which we haven’t talked about yet, is huge. Until now, if you’re going to use a regulation crowdfunding offering type, your investors must invest into the actual deal, which is often not the way that real estate deals work. So, being able to collect a group of investors in a single purpose entity to invest into a project, or a series of projects, is a very big deal. And I’ve been talking to one institutional developer who was really pulling his hair out and trying to figure out how to make Reg CF work for the community he’s interested in using it for, and that particular change makes the whole thing possible. There’s more, I’m sure, testing the waters. I mean, we haven’t talked about all these things, Mark. So, the marketing rules around Reg CF are stifling. And so I want to learn more about what does it mean now to be permitted to have a demo day or to test the waters to, you know, just show the deal before you actually register it with the S.E.C.? I think all of those things really matter.
Mark: [00:15:13] Yeah. There are some other important changes, including, as you say, this so-called testing the waters. We used to have this ridiculous rule, really, that subjected, you know, these tiny Title 3 issuers to more stringent rules, you know, then the largest companies. It was crazy.
Eve: [00:15:35] Yeah.
Mark: [00:15:36] If you were talking, some developer was trying to create this little project, you know, you had to tell that person, you can’t even whisper that you are considering a Title 3 [offering] … You can’t tell anyone, you know, don’t tell your wife. And it was just this ridiculously restrictive rule. So, that is now going to be swept away. And basically, for all intents and purposes, Title 3 companies, issuers are going to be like everyone else. Yeah, you can talk to people about it. You can’t take their money. But that’s an important change for sure. The demo days. Meaning when you’re local science center has a demo day you are now actually allowed to … to attend. It was crazy that you couldn’t attend before. We should mention that they’ve taken some things away. Many Title 3 issuers, the security that they were offering, as you know, were called SAFEs – Simple Agreement for Future Equity. Very popular. The S.E.C. has been convinced by someone that that is not an appropriate instrument for a small company to issue. So, they’re going to absolutely get rid of them. Another very popular instrument – revenue sharing notes. It isn’t clear from the proposals, but it sure looks like they’re getting rid of revenue sharing notes or at least want to.
Eve: [00:17:04] Interesting.
Mark: [00:17:05] You know what the lord giveth, the lord taketh away. I know there’s going to be, during the public comment period, there’s going to be a lot of people complaining about those two things. We did take a couple steps backward, but I think we took about 10 steps forward, so, on the whole, they have made the market much more robust. Yeah, I think it’s very exciting, I, you know this is a world that, you know, you and I have both drank the Kool-Aid a long time ago. This is about providing capital for lots of people whose access to capital has hitherto been restricted. And it’s also about providing investment opportunities to ordinary Americans that have hitherto been reserved for the ultra-wealthy.
Eve: [00:17:55] Yeah.
Mark: [00:17:55] And that’s why my blog post said, you know, this is not about Wall Street. It is actually about undermining Wall Street. It is about a sort of direct to the people, democratic American capitalism. And I think this is a really good step in the right direction. I don’t see any down side personally.
Eve: [00:18:17] Yeah, so you think the number of funding portals is going to explode?
Mark: [00:18:20] I do.
Eve: [00:18:21] It’s about 50 now, right?
Mark: [00:18:23] Something like that, yeah.
Eve: [00:18:24] And in real estate?
Mark: [00:18:26] I do. I think you’re going to have some competitors, which is good. Yeah, I think there are going to be real estate funding portals, I even think, Eve, I think that the big real estate, the Rule 506(c) sites, I think they’re going to consider very seriously having subsidiaries that are funding portals.
Eve: [00:18:47] Interesting.
Mark: [00:18:48] I think it’s a natural to expand their customer base. You know, I’ve always said that portals are like retail stores. And I read a blog post once, saying a portal is like DSW. And DSW doesn’t limit the kinds of shoes that it sells, and it wants every kind of customer to walk in the door, right? And even, you know, a brand like Mercedes Benz, they don’t sell only a 100,000 dollar cars, you know, they sell a 35,000 dollars car. Why? Why do they do that? It’s not to make money from selling a 35,000 dollar car. It’s to get people into the showroom.
Eve: [00:19:33] Yes.
Mark: [00:19:33] And expand their demographic customer base. And I think that’s the natural route for portals as well. We want to accredited investors. We want non-accredited investors. We want everyone, right? I mean, that’s always make sense to me.
Eve: [00:19:46] Right. Right right, right. So, can you think of some examples of projects that you saw in the past that if they went live now, would do so much better? Or is that too hard a question?
Mark: [00:19:57] You’re, I mean, you’re the one who would know that.
Eve: [00:19:58] We have an offering live right now, which was just so complicated to put together, a side-by-side offering. And, you know, an opportunity zone fund offering. They really needed a single-purpose entity for the opportunity zone fund investors. And, of course, we couldn’t use it for Reg CF, so the Reg CF investors missed out on the opportunity zone, tax discounts. And, you know, thinking about how that would be put together under the new rules, it would be so easy.
Mark: [00:20:31] Yeah.
Eve: [00:20:31] I spent months putting it together.
Mark: [00:20:35] I mean, probably every project you’ve ever had on your platform.
Eve: [00:20:38] Yes.
Mark: [00:20:39] You would’ve had the ability to pitch it to accredited investors. Simultaneously. And you would have been legally been earning commissions on all of those transactions.
Eve: [00:20:50] Yes. Yeah. That’s a really big problem.
Mark: [00:20:53] I mean, your life would have been very different.
Eve: [00:20:54] Well, I can’t go back five years, can I?
Mark: [00:20:57] No.
Eve: [00:20:58] So, what about the whole ‘not being able to talk about the terms of the deal’? Like that’s been another really huge stumbling block when you do advertise Reg CF offering, you’re not permitted to talk about the teems. You can’t say, you know, the offering is nine percent preferred return. You’re not permitted to say that. You’re not even permitted to say the minimum investment amount. Whereas with a 506(c) offering, you can say all of that. Is that going to change?
Mark: [00:21:27] Not yet. It wouldn’t surprise me if it changed in the future. So, yeah, you’re gonna be stuck with those same advertising limitations. Now, I will just say that you can say those things.
Eve: [00:21:41] Yes, but that’s all you can say, right?
Mark: [00:21:42] But that’s all you can say.
Eve: [00:21:44] Yeah.
Mark: [00:21:45] And you can say a lot. You know, you can say come invest in this fabulous multi-family project in Downtown Pittsburgh, and it’s 72-percent leased and it’s gorgeous and it’s environmentally friendly. You can go on and on and on and say all those things.
Eve: [00:22:04] You can’t say “it’s gorgeous” because it’s in adjective, right?
Mark: [00:22:07] Ok, well, now I think, I can, I think you can say “gorgeous.”
Eve: [00:22:11] No, I can’t.
Mark: [00:22:13] The only thing you can’t say is …
Eve: [00:22:15] I got my knuckles rapped for saying “bold.” Yeah.
Mark: [00:22:20] You just can’t say, and by the way, we’re raising two million dollars for that project. You know? You can talk about the project until you’re blue in the face.
Eve: [00:22:29] Yeah. Well, that’s been pretty good for us because we want to talk about the projects, but still it is a stumbling block. I think people sit up and pay attention when you say you can invest as little as 1,000 dollars and they’re looking at an ad talking about a great project, but they don’t really know. It’s a question of will they click through? Right? It’s definitely a stumbling block.
Mark: [00:22:50] Yes. And it will continue to be.
Eve: [00:22:53] Yes. Ok. So, I want to just shift gears a little bit. We’re doing this a bit backwards. But how did you become an S.E.C. crowdfunding expert, and why?
Mark: [00:23:04] Actually, Eve, I think our stories are in some ways, similar. So, I mean, I’ve always been a boring corporate lawyer. And in being a boring corporate lawyer, I’ve represented entrepreneurs my whole career. And when you represent entrepreneurs, one of the things you spend a lot of time doing is helping them raise capital. Entrepreneurs are always looking for capital, and raising capital used to be, you know, really, really hard. It’s still really hard, but it used to be, before the crowdfunding rules, a lot harder, as as you know. And when I saw the Jobs Act on the horizon, this must happen back in like 2011, which is amazing, of course, how quickly time flies.
Eve: [00:23:50] Yes.
Mark: [00:23:51] But I said, wow, you mean you’re going to be able to use the Internet to raise money? This is huge. It’s transformative. It’s disruptive. It’s fantastic. And I drank the Kool-Aid right away and thought this would just be a great thing for the American economy. And I said, it’s going to be fun and I want to be involved with it. So, I immediately decided that that’s what I was going to do. So, I learned all about it and started writing this blog and started speaking about it in public. And I’m so enthusiastic about it, and the rest is history. So, that’s my story, which in some ways is probably similar to yours, right?
Eve: [00:24:33] Yes.
Mark: [00:24:34] You saw it and you said, aha!
Eve: [00:24:36] Yes. But not enough of us yet. Right. Still a pretty small industry.
Mark: [00:24:41] Still a pretty small industry, but it is growing, you know. People are raising, we talked about five million being a pretty good real estate deal, you know, people are raising 15 million now. And that, when, you know, when you and I got into this industry, the concept of being able to raise 15 million dollars for a deal online was unthinkable.
Eve: [00:25:06] Yes.
Mark: [00:25:06] You know, people were raising 250,000 dollars to do a fix and flip. The industry is now funding from very significant deals. And because entrepreneurs are always looking for capital, you know, the entrepreneurs of the world are really paying attention.
Eve: [00:25:26] Yes. Yeah.
Mark: [00:25:27] I’m a pretty good barometer because I am pretty well-known in the industry and I will, so when I say my phone has sort of been ringing off the hook, that’s a pretty good industry barometer.
Eve: [00:25:40] It is. Yeah.
Mark: [00:25:41] You know, it probably means lots of peoples’ phones have been ringing off the hook. And this latest change really has gotten people’s attention.
Eve: [00:25:49] Yes. Well, it should.
Mark: [00:25:52] So, I think in 2020, I really think the industry, those of us who survive the coronavirus, anyway …
Eve: [00:26:01] Oh, that’s depressing.
Mark: [00:26:02] Yeh, and I … then are going to, you know, really see a significant uptick.
Eve: [00:26:10] Yes. So, I have to ask the next round of improvements that the S.E.C. makes, what do you want to see on that list?
Mark: [00:26:17] So, I get asked that question a lot and I never have a ready answer because I’ve been doing this, you know, I’ve been practicing law for so long. I have learned not to think about possible legislative or regulatory changes because they are so rare and so unpredictable, you know. There are two things you never want to see being made. One is sausage and the other is law. I just focus on the world that I have, that I’m in, rather than on how it might be improved.
Eve: [00:26:57] I get it. The thing I think about is of regulatory burden, which is enormous for small companies. Really enormous.
Mark: [00:27:05] And how would you address that?
Eve: [00:27:08] For a small company that’s never done something like this before. As a member of FINRA, not only are you following, you know, the regulation crowdfunding rules, but you’re also following FINRA’s rules, which require many, many, many things, like WURM compliance of emails and evidencing and things I never knew existed. It’s very time consuming to learn at all, and it’s time consuming to keep it up and to do it properly. And I have a feeling that many platforms are not doing it properly because it’s just too hard. So, I think that really needs to be addressed in one way or another. You know, I don’t know what a full-blown broker/dealer compliance book looks like. I’m sure it’s worse. But in some ways I feel like FINRA wasn’t ready to handle these smaller companies, they’ve never done anything like it before. The compliance is … huge. And, you know, we’re surveilled every quarter, and they said, well, every word. And that that’s their job. So they have to, I’m not saying they shouldn’t, but it’s all required, and it’s a lot.
Mark: [00:28:19] Yeah. And I mean, maybe I would say the next significant change maybe should be from FINRA rather than from the S.E.C..
Eve: [00:28:31] Yes, possibly.
Mark: [00:28:32] I completely agree with you that FINRA didn’t know how to deal with this and they started off with a light touch, you know. The first funding portals that I represented that, they were easy to get approved. And then FINRA just didn’t know what to do. And, you know, the easy answer is from a regulatory point of view was always to make it more difficult. And so we’ve ended up in this kind of crazy situation where funding portals, small, small organizations, are subject to the same regulatory treatment as, you know, as Morgan Stanley. And it it is clearly not a good fit.
Eve: [00:29:16] That’s right. Although I have to say that they’re trying, and in their communications with Small Change, at least, the tone is more about helping us be aware of what we’re supposed to do. So, it’s not a bad tone, but still, the regulatory burden is there. In a sense, I think FINRA got lumped with this without anyone much thinking about the consequences. Does that make sense?
Mark: [00:29:39] Yes. I mean, I’m not attacking FINRA, because, as you say, they’re just doing their job. No one told them, you know, you should act differently with the respect that this particular species of FINRA member, as you know, I mean, these days we’re submitting policies and procedures to FINRA that are, you know, 75 pages long …
Eve: [00:30:03] Oh, wow.
Mark: [00:30:03] … could be a two person company where, you know.
Eve: [00:30:07] Yeah.
Mark: [00:30:07] The policies and procedures amount to the two people saying this is how we’re going to regulate ourselves. You know, there’s no one else to regulate. There’s no one to supervise.
Eve: [00:30:17] Yeah, no, no. I know. It’s a shame.
Mark: [00:30:21] It’s almost been an absurdity, but there you go.
Eve: [00:30:25] So, yeah. Let’s root for FINRA making the next change or, something happening that permits for FINRA to make the next change, because I’m not sure they’re fully in control of that themselves. I don’t really, I don’t really know. But, you know, we we pay a lot of money to a company called Smarsh to archive all our emails, all our websites, everything, so that they’re all WURM compliant. That’s a big burden for a tiny company.
Mark: [00:30:52] Well, there you go.
Eve: [00:30:52] We also pay a lot for insurance, which is crazy expensive. I have a feeling that many funding portals don’t …
Mark: [00:31:00] Just don’t do it. Yeah.
Eve: [00:31:01] … pay for insurance, because they can’t afford it. I like to sleep at night.
Mark: [00:31:05] I guess, what from the FCC, you know, rule 204, which is that burdensome advertising rule that you were alluding to earlier. That does seem a little too harsh. The idea of it, the theory of regulation crowdfunding is that every investor should have access to exactly the same information at all time.
Eve: [00:31:29] That’s right. Yep.
Mark: [00:31:31] And so that’s why they don’t let you freely advertise. They want all attention to get focused back to the funding portal.
Eve: [00:31:39] Right.
Mark: [00:31:40] Which is supposed to be the sole source of the information. And so, yeah, I totally understand that. I’m not going to say there’s no reason for the rule. I think maybe this is an example of ideology, sort of, getting the better of practicality. The rule is just impractical. And …
Eve: [00:32:02] Yes. Yeah.
Mark: [00:32:04] The ideological purity of it I think is outweighed by the burden that it places on, again, on very, very small companies.
Eve: [00:32:13] We’ve ended this on a bad note.
Mark: [00:32:15] Yeah, but well we’re sort of searching for ways that maybe in five years from now, maybe the S.E.C. will make the rules even better.
Eve: [00:32:26] Yeah.
Mark: [00:32:26] But these little rules, you know, again, we’re dealing with tiny companies and you know, big companies have the resources to hire lawyers, like me, or even have their own in-house lawyers. But these are tiny companies. So, a lot of these rules, as you know, in your position as a funding portal end up just being tripping points, you know, traps for the unwary.
Eve: [00:32:50] Yes.
Mark: [00:32:51] Yes, we could do with fewer of them. But on a positive note, again, 2020 is going to be a very, very good year.
Eve: [00:33:00] Yes, it is. And final question, what’s next for you?
Mark: [00:33:06] What’s next for me is, you know, I’ve just started a new law firm, Lex Nova Law. Super exciting, fun, high tech, really cool, hiring more people, training more people to learn about these rules. And part of my job in the crowdfunding industry is to educate people. So, I love being on the forefront of education. And another part of my job, I think, is to make the industry better. And that means more compliant, but also more efficient. The Internet, which is what crowdfunding is all about, it requires efficiency, right? It is …
Eve: [00:33:54] Yes.
Mark: [00:33:55] It is a tough taskmaster. You know, Amazon. You try to compete with Amazon in retail, man, you find out how efficient they are. So, lawyers, the key kind of friction points in the syndication world, in the capital formation world. You know, lawyers have to become more efficient. And I work on that all the time and try to work with industry leaders to make the crowdfunding industry better for investors, in part by making it more efficient. So, that’s the answer your question
Eve: [00:33:55] Great. Well, I’ve had the privilege of working with you on that. And I agree. Efficiency really matters. Thank you so much for joining me. And I also can’t wait to see what the year holds.
Mark: [00:34:42] Thank you so much.
Eve: [00:34:44] Okay.
Mark: [00:34:44] Have a great day out in sunny Pittsburgh.
Eve: [00:34:51] That was Mark Roderick. We got into the weeds together about the proposed improvements to regulation crowdfunding. He and I both understand what these changes will mean to capital formation. As Mark said, these proposals are great for the crowdfunding industry and for American capitalism. They’re not about Wall Street. They’re about small companies and ordinary American investors, where jobs and ideas come from. You can find out more about impact real estate investing and access to the show notes for today’s episode at my website, EvePicker.com. While you’re there, sign up for my newsletter to find out more about how to make money in real estate while building better cities. Thank you so much for spending your time with me today. And thank you, Mark, for sharing your thoughts with me. We’ll talk again soon. But for now, this is Eve Picker signing off to go make some change.
Image courtesy of Mark Roderick