Raising investment dollars for your business is one of the smartest ways to reach your long-term goals. But like most things that are worthwhile, getting investments is work. And it’s not just the work you have to put into finding your ideal investors and getting them on board.
It’s the things you have to do so you don’t get in trouble. One thing is disclosing information about your company. If you are doing any capital raise, you have to disclose material information to potential investorsIn general, information is material if there is a substantial likelihood that a reasonable investor would consider it important to their investment decision.. Beyond that general requirement, what you have to disclose varies according to the type of capital raise you do. Some types of offerings require very specific information. Let’s say you do an offering under Regulation Crowdfunding. In that case, you’ve got to tell everyone in the world:
- what your business is
- how you’re planning to make money
- what you’re planning to do with the funds you get from the raise
- how much money you made in the last two years
- and risks that investors would want to know about before they invest
And you need to be pretty sure about all of this. You can’t guess or give answers that don’t have a reasonable basis—and you can’t make important changes after launching your campaign without telling everyone what those are. You can’t claim you are doing things that really you’re just planning to do. (Close enough, right? No.) You can’t omit important risk factors or important information because you think people won’t invest in you.
Yes, this can seem like a hassle. Yes, it can take time. And yes, it can take money to hire someone to help you do it right.
You can’t guess or give answers that don’t have a reasonable basis…and you can’t claim you’re doing things that really you’re just planning to do.
So you might say, “I know my company is great. Do I really have to do all of this?” Yes, you really do. If you don’t, you could get into serious trouble with the federal Securities Exchange Commission (SEC), state regulators, and/or your investors.
But disclosure is not just about staying out of trouble. It’s about building an economy that is based on trust, transparency, cooperation, and compassion.
People don’t tend to talk about the SEC as a warm and fuzzy institution. But, believe it or not, the SEC exists to protect individuals and our economy—in part by insisting on the truth. In the 1920’s, businesses were making extravagant claims, and people from all walks of life were investing like crazy”Great Depression History.” History. Accessed July 7, 2020; “Securities Law History.” Legal Information Institute. Cornell University. Accessed July 7, 2020.. But then stock prices fell dramatically; banks failed; and unemployment and hunger abounded“Great Depression and World War II, 1929-1945.” Library of Congress. Accessed July 7, 2020.. We entered the Great Depression in part because companies were dishonest“Securities Law History,” supra note 3.. The laws governing capital raises were enacted to prevent thisId..
If you’re not being straight with the people supporting you, you run the risk of cheating them. That’s no way to make a better world.
Of course, put your best foot forward. You are one of those special people who have the courage to start a business and make a difference. Be proud.
But don’t hide your flaws. And don’t make up reasons why you’re great. Be honest with the people willing to be by your side as you navigate the choppy waters of entrepreneurship: the people willing to take a chance on your dream.
And seek out investors who really believe in you, who know that no one is perfect, and who know that the future is unpredictable. I guarantee that they are the ones who will have your back when the going gets tough.
We can’t control the future, but we can control how we treat each other now, and we can work toward a future where we all can thrive.
Be well, stay safe, and keep going. You can do it.
P.S. If you want help figuring out how to raise money and stay out of trouble, give us a shout. We can help you with marketing, deciding what investment to offer, complying with those pesky laws, and coaching you so you can keep your head in the game no matter what’s going on in the world.