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Law & Business Podcast Episode 52: The Importance of Accredited Investors in Venture Capital

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Be well, everyone. Thank you for listening. Do not forget to rate the "Law & Business" Podcast on your podcast app! In this roundtable episode with the Nessa Group, we discuss the importance of accredited investors in venture capital, what it means to be an accredited investor, what the possible pitfalls are if the investors are not accredited, and solutions from various disciplines in the case that a business looking for venture capital happens to fall into this trap. Enjoy the episode. Anthony Verna: And welcome to episode six of our special mini-series with the NESSA Group. And let's just start this off. Jim Huerta, how are you doing? Jim Huerta:Hi, I'm wonderful. Enjoying the company and enjoying the conversation. Anthony Verna:Thank you, sir. Barry Kolevzon, how's it going? Barry Kolevzon:Going very, very nice. And we're very excited at the movements that we're making to go forward again. Anthony Verna:All right. I only like going forward never backwards, but I practice law. So, Wil Jacques is with us. How are you doing, Wil. Wil Jacques:Very good to be here. Hello to our listening audience. Anthony Verna:Justin, how's it going? Justin Tripodi:Doing great. Compliments on that joke. Anthony Verna:Thank you, sir. Justin’s buddy over there, Scott Mautner. How you doing Scott? Scott Mautner:I'm doing well, thank you. Anthony Verna:And since you and I are attorneys, what firm are you with? Scott Mautner:I'm with Harrington, Ocko and Monk. Anthony Verna:And I'm managing partner of Verna Law, as well. So let's start here. Scott, this situation came from you. An entrepreneur had a great idea. Some friends worked on source code with this entrepreneur to launch an app. There were some issues there and I believe they came to you with already $2 million raised. Scott Mautner: (01:13)And with unaccredited investors. Anthony Verna: (01:16)Yeah. So that $2 million came from unaccredited investors. Scott Mautner:Not all of it, but some of it, yes. Anthony Verna:So, all right, let's start here. What's the difference between an accredited third party and an unaccredited third party? Scott Mautner: (01:30)So under the securities laws to be accredited, you need to have income individually for $200,000 per year or with your spouse of $300,000 per year or have net assets excluding your home value of over $1 million. And so when you're raising money, it's a lot easier because you don't have to provide the amount of information for accredited investors that you would for unaccredited. So, when we raise money, we always want to do it with accredited investors. And if you don't meet the security laws, exceptions and rules relating to that, what happens is your investors can rescind their investment at any time. So, you could be running a company for four years and someone finds out that you didn't meet the exemptions you need under the securities laws. And they could say, I want my money back and you have to give them their money back. So it becomes a much bigger problem than just, “Oh, I forgot to give them financials.” or “I forgot to give them this or you know, other information.” So that's the first thing. And, and you know, every sort of company when you're dealing with venture capitalists and angel investors, they're always going to want to deal with accredited investors. It makes it simpler. Anthony Verna: (02:45)So is that what the definition of bad securities exemptions are, is the ability to take that money back? Scott Mautner: (02:51)Effectively if you have a bad offering? Yes, it would be rescinded. Rescission of the offering. Anthony Verna:So basically if somebody is not accredited, could take the money back and if you said a company is working for four years and maybe they're burning through capital, they don't have that. Scott Mautner:It's a problem. Yes, yes. Yeah. I mean there's ways to fix it, but the best way to fix it is just to make an offering from t...

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