icrowd

General solicitation off to a slow (but promising) start

February 25, 2014: 3:25 PM ET

Since it became legal last September, general solicitation has been controversial among startups.

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FORTUNE -- Passed as part of the JOBS Act, general solicitation allows companies and funds to advertise their fundraising, so long as the people they eventually sell shares to are sophisticated investors. Someday, if the crowdfunding rules are ever put into place, companies and funds will be able to sell equity to regular, unsophisticated investors. But for now, equity crowdfunders must carefully vet anyone they're selling to, to ensure they don't accidentally sell stock to any random Joe.

That vetting process has made plenty of companies nervous. Those eager to engage in general solicitation must jump through a series of hoops, which include verifying that all potential investors are accredited investors, or "sophisticated."

Since September, 10% of operating companies raising capital have done so using general solicitation, according to a study by iCrowd, an equity crowdfunding platform. The study surveyed 4700 Form D filings worth $32 billion in funding. Ten percent of those companies had opted for general solicitation through 506B and 506B exemptions, amounting to $3.4 billion worth of funding. (Forty percent of the general solicitation filings had no capital raised yet, meaning they filed with the intention to use general solicitation in their upcoming fundraise.)

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It seems like a small percentage, given the amount of hype that general solicitation received when it was introduced. But iCrowd co-founder Brad McGee sees this as a positive start. "For something that had a lot of hype, the short term impact is generally over-estimated but the long term can be underestimated," he says. Despite the hype, expectations within in the industry have been low because of the regulatory hurdles, some of which were confusing. (At one point, protests from the crowdfunding community, led by AngelList, convinced regulators to revisit their initial set of rules and clarify them before implementation.)

"People thought there wouldn't be many people using it become of the regulatory hurdles that companies have to jump over," McGee says. "But ten percent of companies choosing it is quite telling. It looks like an attractive option."

Since iCrowd is focused on small businesses, the study excluded hedge funds, venture funds, private equity and financial services companies. But the data from that group showed a similar rate of around 10%. The early adopters for general solicitation on the fund side are concentrated in real estate. REITs and commercial real estate funds were most common to file for the examption, McGee says.

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