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It Takes a Village to Fund a Start-Up: How an Electronic Community for Early-Stage Investments Can Bring Democracy Back to Equity Crowdfunding

For a long time, early-stage businesses and their advocates have looked jealously at Internet platforms such as Kickstarter because these platforms allow for-profit businesses to harness the power and the reach of the Internet to raise money from strangers in a way that would have been inconceivable even twenty years ago. While crowdfunding platforms like Kickstarter are powerful, their usefulness to early-stage businesses is limited because the federal securities laws prohibit issuers from using them to sell stock and other securities to ordinary, retail investors. After much urging from political, business and scholarly advocates, in 2012, Congress passed the Jumpstart Our Business Startups Act of 2012 (JOBS Act) which included provisions, known as the Crowdfund Act, that were intended to permit this so-called "retail equity crowdfunding." This Article examines the Crowdfund Act, other provisions of the JOBS Act and certain SEC rules and doctrines that preceded the JOBS Act and concludes that retail equity crowdfunding on a national level is still impracticable under most circumstances. This is largely because the costs imposed by the existing federal exemptions from Securities Act registration for Internet securities offerings are grossly excessive. As a solution, this Article proposes a new federal crowdfunding exemption, titled Regulation AGORA. Regulation AGORA takes the most useful feature of Regulation Crowdfunding, its little-noticed online discussion forum, and makes it the centerpiece of a genuinely interactive, 21st century disclosure regime that may reduce the cost of retail equity crowdfunding while making investing in crowdfunded securities more transparent and less dangerous for ordinary investors.