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What makes a company ineligible to run an investment campaign?
If any of a company's covered persons are a bad actor, then that company is ineligible to raise money via investment crowdfunding.
Covered Persons:
- the Company, any predecessor of the Company and any affiliated issuer
- any director, executive officer, other officer participating in the offering, general partner or managing member of the Company
- any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power
- any promoter connected with the Company in any capacity at the time of such sale
- any investment manager of an issuer that is a pooled investment fund and any director, executive officer, other officer participating in the offering, general partner or managing member of such investment manager, as well as any director, executive officer or officer participating in the offering of any such general partner or managing member
- any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sales of securities in the offering (a "compensated solicitor")
- any director, executive officer, other officer participating in the offering, general partner, or managing member of any such compensated solicitor
Bad Actors
A bad actor is a person who has conducted or been subject to the following:
- Criminal Acts. Conviction, within the prior 10 years, of any felony or misdemeanor in connection with the purchase or sale of any security; involving the making of any false filing with the SEC; or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.
- Court Injunctions and Restraining Orders. Subject to any order, judgment or decree of any court, entered within the prior 5 years, that restrains or enjoins you from engaging in any conduct or practice in connection with the purchase or sale of any security; involving the making of any false filing with the SEC; or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.
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Final Orders of Certain Regulators.
Subject to a Final Order issued by a state securities commission (or an agency or
officer of a state performing like functions); a state authority that supervises or
examines banks, savings associations, or credit unions; a state insurance commission (or
an agency or officer of a state performing like functions); an approprriate federal
banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit
Union Administration
- (i) which order bars you from: association with an entity regulated by such commission, authority, agency, or officer; engaging in the business of securities, insurance or banking; or engaging in savings association or credit union activities;
- (ii) or which order constitutes a Final Order, entered within the prior 10 years, based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct.
- SEC Orders. Subject to an order of the SEC entered pursuant to the Exchange Act or the Advisers Act that suspends or revokes your registration as a broker, dealer, municipal securities dealer or investment adviser; places limitations on your activities, functions or operations; or Bars you from being associated with any entity or from Participating in the Offering of any penny stock.
- SEC Cease and Desist Orders. Subject to any order of the SEC, entered within the prior 5 years, that orders you to cease and desist from committing or causing a violation or future violation of any scienter-based anti-fraud provision of the Securities Act, the Exchange Act or the Advisers Act, or any rule or regulation thereunder; or Section 5 of the Securities Act.
- Suspension/Expulsion from SRO Membership or Association. Suspended, expelled or barred from SRO Membership or Association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.
- Regulation A Stop Order. Filed (as a registrant or issuer), or been named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within the prior 5 years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued.
- U.S. Postal Service False Representation Orders. Subject to a U.S. Postal Service false representation order, entered within the prior 5 years, or subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.
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