Comment by dpifke | Hacker News Reader

Comment by dpifke | Hacker News Reader

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I'm curious the legal structure of what you're selling here. The terms and conditions on your website[0] seem generic, and don't describe the offering.

You're promoting something you call "shares"[1], which promise to pay a dividend. Regardless of whether or not they can be resold, I assume your counsel has figured out a way that these aren't considered "marketable securities" within the meaning of the Securities Act of 1933, which would trigger all sorts of SEC scrutiny.

I assume you're familiar with the early business model of Prosper Marketplace and their struggles[2] with the SEC over a similar issue.

Does this fall under the Regulation Crowdfunding exception[3] or is there another loophole?

(This is not meant as criticism; I'm genuinely curious. I'm not an expert, and the legal landscape has quite possibly changed since I last researched this issue.)

[0] https://www.legends.solar/legal/terms-and-conditions [1] https://www.legends.solar/learn/actual-ownership [2] https://www.sec.gov/litigation/admin/2008/33-8984.pdf (PDF) [3] https://www.sec.gov/education/smallbusiness/exemptofferings/...

We are still structuring our first product - so it will depend, but we have options for all of these questions. From the securities side, we might consider Reg A+ or other crowdfunding regulation. I'd look into the structure Masterworks.io uses to learn more (I've in fact discussed this with their GC).

We've been building our beta with accredited investors under Reg D.

Interesting, thanks for the answer.

For others (like me) that haven't heard of Masterworks:

Masterworks creates a Delaware LLC issuer (taxed as a partnership) and files an offering of ordinary shares with the United States SEC under Regulation A. Each issuer will use proceeds from the offering to acquire a single work of art and title to the artwork will be contributed to a Cayman Islands segregated portfolio company for the benefit of the issuer. The issuer will have no indebtedness, no other assets and will conduct no operations other than relating to the ownership, maintenance and eventual sale of the artwork. The issuer is administered by Masterworks pursuant to an administrative services agreement that provides that Masterworks pays all ordinary and necessary fees, costs and expenses in exchange for membership interests in the issuer.

(from the FAQ at https://www.masterworks.io/)

The Regulation A amendments from the JOBS Act ("Regulation A+", circa 2015) are indeed more recent than my last look at this, so I can't comment further. The Cayman Islands domicile rubs me the wrong way, but that may be out of ignorance.

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