IPOs, Private Placements and Crowdfunding: The Evolving Legal & Accounting Landscape Around the JOBs Act.

1. IPOs, Private Placements and
Crowdfunding: The Evolving Legal &
Accounting Landscape Around the JOBs
Act
Brian Korn │ Phillip Laycock August 6, 2014

2. Discussion Topics
• Corporation Finance
After the JOBS Act
− The new “IPO Onramp”
− Advertised Private
Placements
− Bad Actor Disqualification
− Eased Registration
Thresholds
− Crowdfunding
− Regulation A/A+
− Peer-to-Peer Lending

3. JOBS Act Overview
“To increase American job creation and economic growth by improving access to
the public capital markets for emerging growth companies.”
• Crowdfunding – online fundraising…but there’s a catch
• Regulation A+ - from $5mm to $50 mm
• Private Placement Reforms
− General Solicitation relaxed – effective Sept. 23
− Enhanced verification of Accredited Investors if Soliciting
• “Go Public” Shareholder Thresholds Increased
• IPO On-Ramp and Emerging Growth Companies
• Relaxation on Research Restrictions
• Decimalization – move to $.09 tick increments?
• Prospective Issuer Outreach
• Signed into law April 5, 2012

4. JOBS Act IPO On-Ramp

5. The IPO On-Ramp
• Title I of the JOBS Act – Reopening American
Capital Markets to Emerging Growth Companies
• Intended to make capital raising easier
• The lengthy exhaustive IPO process was perceived
as impeding capital raising by smaller companies
• Costs and difficulties of going public, listing on an
exchange and being a public reporting company are
high

6. Reminder: Typical IPO Timetable
The IPO process typically takes 3–4 months from org meeting to pricing
Pre-Filing
• Business traction and
critical scale
• Preparation for public
company status
• Board and Mgmt.
composition
• Use of proceeds
• Legal entity structuring/
restructuring
• Engagement of
advisors – Legal,
Accounting, HR
• Website/Investor
Relations preparation
• Engage Bookrunners
• Respond to
SEC comments
• Print and distribute “red
herrings” (wait for
several rounds of
comments)
• Salesforce
selling memorandum
• Target key investors
• Salesforce dry run by
management in
preparation for formal
roadshow
• Invitation of
underwriting syndicate
• Roadshow
presentations
• Monitor roadshow
feedback
• Develop institutional
and retail books of
demand
• Assess investor
demand
• Probe pricing sensitivity
• Determine initial public
offering price
• Determine appropriate
mix of retail and
institutional allocation
• Closing
• Aftermarket trading
support
Post-Filing and Execution
Company
Preparation
Internal
Marketing
Roadshow
Pricing, Trading
and Aftermarket
Support
6–8 Weeks 2–3 Weeks
Organizational
Meeting
Onwards
• Creation of the
marketing story
• Drafting of
Registration
Statement
• Due Diligence
• Agree on valuation
• Co-manager
selection
• Prepare NYSE/
Nasdaq listing
application
• File Registration
Statement
6 Months Pre-Filing 4–5 Weeks

7. Emerging Growth Company
• New category of issuer: “Emerging Growth Company”
− Total annual revenues of less than $1 billion (indexed for CPI
every 5 years)
− Has not issued more than $1 billion of non-convertible debt
over the previous 3 years
− Issuer is not a “large accelerated filer” under Securities
Exchange Act Rule 12b-2; a large accelerated filer meets all
of the following:
• $700 million worldwide public float (excludes affiliates)
• Has been subject to reporting requirements for one year
• Has filed at least one 10-K/20-F
− EGC status carries a 5 year maximum – last day of fiscal year
containing 5th anniversary of first public equity offering
− Electing EGC status is optional

8. Emerging Growth Company (cont.)
• Does not need to be a new company or a “start-up”
− Eg, Manchester United dates to the 1800s
• Foreign private issuers not excluded from EGC status
• Company does not need to demonstrate any “growth”
• Large newer companies may not qualify as EGCs
because of the $1 billion revenue maximum
− Facebook – no
− Twitter - yes

9. Benefits of EGC Status – IPO
Process
• Confidential Submissions of Registration Statement
to SEC Staff until 21 days prior to launch of
roadshow
− Electronic EDGAR-only submission not visible to the
public until S-1 is publicly filed
− Can clear comments, but letters and responses will
become public upon public filing of the Registration
Statements
• “Testing the Waters” meetings (oral or written
communications) are permitted with QIBs and
Accredited Investors pre- or post-filing
− Issuers or persons authorized by issuers
− Exempt from Section 5, but still liable for statements

10. Benefits of EGC Status - Disclosure
• Reduced Disclosure
− Excused from Sarbanes Oxley 404(b)
− Executive Compensation
• No CD&A
• No mean compensation data
• No CEO vs. median employee pay multiple data
• No Say on Pay, Say When on Pay and Say on Golden
Parachutes Votes (which are non-binding anyway)
− Audited financials- 2 years permitted instead of 3
• Selected financials – need not show more than audited years
presented (2 years instead of 5)
− Need not comply with new financial accounting standards
(must declare at outset and cannot cherrypick or switch back
and forth)

11. Other Changes to IPO Process
Underwriting Agreement
• Reps and warranties that
UW is authorized to test
the waters
• Addition of test the waters
information to disclosure
package
• Rep that company is and
has always been an EGC
• Indemnity for testing the
waters activities and
statements
Disclosure
• Prospectus cover note
that issuer is an EGC
• Disclosure that issuer can
lose status without
warning
• Risk factor that EGCs do
not need to disclose that
same information as a
non-EGC

12. New Advertised Private
Placement Rules

13. Private Placements – Former Law
• Former Private Placement Rules (Reg. D)
prohibited general solicitation and general
advertising
− Rule 504: Up to $1 million
− Rule 505: Up to $5 million, not including “bad boys”
− Rule 506: Unlimited amount, limited to accredited
investors or financially sophisticated investors
− Blue Sky Laws
• Preempted only for Rule 506 offerings
• Individual states exempt sales to “institutional buyers”

14. New Structure of Rule 506
• Regulation D Rule 506 now has two alternatives: (b)
and (c)
− 506(b) is the traditional rule
• no general solicitation or advertising permitted
• offers and sales must be to either accredited or financially
sophisticated investors
• up to 35 non-accredited investors permitted
• information requirements for non-accredited investors
• unlimited accredited investors permitted
• unlimited dollar amount of offering
− 506(c) is the new rule
• general solicitation or advertising is permitted
• sales must be to accredited investors only
• unlimited accredited investors permitted
• unlimited dollar amount of offering
14

15. Verification of Accredited Status
• The proposed new rules require the issuer to take “reasonable
steps to verify” that the purchasers of the securities are accredited
investors, considering the following factors:
− nature of purchaser / category of accredited investor
− amount and type of information issuer has concerning the
purchaser
− nature of offering
• manner in which purchaser was solicited
• term of the offering
• minimum investment amount, if any
• Observations:
− Online activities have burden of demonstrating they are not
advertising
− Professional verification firms are cropping up (eg, Accredify)
15

16. Accredited Investors: Natural Persons
• Natural persons meeting (or reasonably believed to meet)
the following requirements are “accredited investors”:
− Net Worth Test: individual net worth, or joint net worth with
spouse, exceeds $1 million, excluding net equity in primary
residence
− Income Test: individual income in excess of $200,000 in each of
the two most recent years, or joint income with spouse in excess of
$300,000 in each of those years, with a reasonable expectation of
reaching the same income level in the current year
− Insider Status: Director, executive officer or general partner of the
issuer, or director, executive officer or general partner of a general
partner of the issuer
− Observation: The SEC has asked for comment on whether the
Accredited Investor test should be adjusted; most believe it will not
be changed since the public has grown accustomed to the current
rules
16

17. Additional Proposed Amendments
• The SEC has proposed additional amendments to Regulation
D, Form D and Rule 156
• Form D Filing would be mandatory (not currently)
− Proposed one-year automatic disqualification from using Rule 506
for failure to comply with the Form D filing requirements
− Cure period allowed for first-time violations
− Serious fundraising risk for non-compliance
• Would apply to all Form D offerings, not just Rule 506(c)
• New Filing Deadlines (proposed)
− Advance Form D — 15 calendar days before commencing a Rule
506(c) offering
• Possible amended Form D within 15 days of the first securities sale in the
offering if plans change
− Closing Form D —to be filed within 30 days after the termination of
any Rule 506 offering (not just those involving general solicitations)
17

18. Bad Actor Disqualification from
Rule 506
18

19. 19
Who are the Bad Actors?

20. • To whom does disqualification apply?
− Issuers, underwriters, placement agents and any other “compensated solicitor”
− …and their directors, officers and significant shareholders, members or beneficial owners of voting
securities (20 percent of voting power)
− For pooled investment funds, the funds’ investment managers and their principals and officers
• Includes GPs and managing members of funds, and their GPs and MM, and principals and officers participating in
the private placement
• All officers?
− No, just executive officers and officers working on the transaction
− Point of contention for investment banks in the proposal
• Timing of disqualifying acts?
− Only events after enactment
− But, disclosure is required
• SEC confirms crowdfunding and Reg A+ will have their own bad actor
disqualifications
• Reasonable belief excuse
• Observations: Sentencing authority can exclude disqualification
− Credit Suisse criminal settlement- May 2014
• Violent non-financial felons are not bad actors!
20
New Rule 506(d) of Securities Act

21. 21
What are the Disqualifying Events?
Bad Act Look-Back Period
Criminal convictions in connection with the sale of
securities or making false statements to the SEC
Issuers – 5 years
All others (including issuer executive officers and
directors) – 10 years
Court orders, judgments or decrees in connection
with the purchase or sale of securities or in
connection with the business of an underwriter,
broker, dealer, municipal securities dealer,
investment advisor
5 years
Final orders of certain regulators, including state
securities commissions, state banking authorities,
state insurance commissions, federal banking
agencies or the National Credit Union Association,
which bar the person from:
 association with an entity regulated by such
commission
 engaging in the business of securities,
insurance or banking, or
 engaging in saving association or credit union
activities
Longer of duration of final order or 10 years from
final order based on violation of fraudulent,
manipulative or deceptive conduct, if applicable

22. 22
Disqualifying Events (cont.)
Bad Act Look-Back Period
CFTC orders (bar or final orders) relating to
violations of any law or regulation that prohibits
fraudulent, manipulative or deceptive conduct
Longer of duration of final order or 10 years from
final order
SEC disciplinary orders under Sections 15(b) or
15B(c) of the Securities Exchange Act of 1934, as
amended (the Securities Exchange Act), or 201(e)
or (f) of the Investment Advisers Act of 1940, as
amended, that:
 suspends or revokes such person’s
registration as a broker, dealer, municipal
securities dealer or investment adviser
 limits such person’s activities function or
operations, or
 bars person from association with any entity
or from participating in an offering of penny
stock
Duration of order

23. 23
Disqualifying Events (cont.)
Bad Act Look-Back Period
SEC orders prohibiting future violations of any
scienter-based anti-fraud provision, including
Sections 5 and 17(a) of the Securities Act, and
Sections 10(b) of the Securities Exchange Act
5 years from date of order
Suspension or expulsion from membership in or
bar from association with a member of a national
securities exchange or registered national
securities association (currently FINRA is the only
registered national securities association)
Duration of suspension or expulsion
Regulation A bad-actor stop-orders 5 years
U.S. Postal Service false representation orders Longer of 5 years or duration of order

24. Eased Registration Thresholds

25. Eased Registration Thresholds
• Prior Law
− Issuers required to register under the Securities Exchange
Act and become reporting issuers when they have:
• $10 million in assets, and
• 500 shareholders of record
− Exception for employee stock-based plans
− Increase in secondary market Internet trading platforms
led to larger number of shareholders
− Companies like Facebook under pressure after selling to
Goldman Sachs special purpose vehicle for investors

26. Eased Registration Thresholds
• New JOBS Act provisions
− Issuers need not register under the Securities Exchange
Act and become reporting issuers until they have:
• $10 million in total assets, and
• 2,000 holders of record or 500 holders of record who are not
accredited investors, or
• 2,000 holders of record, for bank holding companies
− The following types of holders are not included in the
above counts:
• Employee share recipients
• Crowdfunding investors

27. Eased Registration Thresholds
• Consequences of Eased Registration Thresholds
− Less pressure for private companies to go public before
than they are ready
− Likely increase in retail investors in high profile private
companies through secondary market platforms
− Less pressure to sell to a single large institutional
investor, as when Facebook sold to Goldman Sachs
• SPVs will be counted as one record holder, for the time
being
− More SEC reporting companies will go dark
• Already being seen among bank holding companies
• Many BHCs have deregistered under JOBS Act relief
• Bill introduced in Congress to extend relief to SLHCs

28. Crowdfunding and Regulation A+

29. Backdrop: Current Crowdfunding
Landscape – Five Varieties
Type Rewards/
Donation-
Based
Securities to Accredited
Investors (Title II)
Securities to
the Public
(Title III)
Peer-to-Peer Lending Intrastate Crowdfunding
Examples Kickstarter,
Indiegogo,
Rockethub,
Youcaring
Ourcrowd, Realty Mogul,
FundersClub, AngelList,
None so far;
potentially a
rewards or
accred
platform
LendingClub, Prosper, Funding
Circle, Zopa (UK), Ratesetter
(UK), Auxmoney (Germany)
Invest Georgia Exemption,
Michigan Invests Locally
Exemption (MILE), Maine,
Kansas, Texas (pending)
Securities Reg
Status
Not sales of
“securities”
Sales of securities to
accredited investors
through deal-specific
special purpose vehicles;
Intrastate rules have been
enacted in GA, MI, ME
and KS and are proposed
in TX
Sales of
securities to
the general
public
Registered borrower-payment
dependent notes to the general
public (25 states only) or
private placements
Public offerings to residents
of a single state; exempt
from SEC rules under
Securities Act 3(a)(11)
exemption/Rule 147
Regulation State-level
antifraud
only; not
SEC-regulated
SEC-regulated, no-action
letters protect website
solicitations from being
public offerings
Extensive
SEC
regulation;
currently
illegal until
SEC rules are
finalized
SEC-registered securities, not
really crowdfunding; banking
regulations, not legal in several
states due to blue sky
restrictions; Private placements
have blue sky preemption
State regulated
Bad Actor
Disqualification
Not
applicable
Applies for all issuers and
for the crowdfunding sites
themselves
Not applicable
under JOBS
Act, but SEC
has said it will
apply
Not applicable Varies by state
29

30. Public Crowdfunding Background
• Comprises Title III of the JOBS Act
• Originated from two perceived
needs:
− that smaller retail investors did not
have access to early stage investment
opportunities
− that start-up companies did not have
adequate access to available capital,
particularly online capital raising
• Adds exemption from SEC
registration for crowdfunding
transactions in the form of new
Section 4(6) of the Securities Act
• Capital
• Raising
• Online
• While
• Deterring
• Fraud and
• Unethical
• Non-
• Disclosure

31. Issuers Not Eligible to Crowdfund
• Non-US companies
• Public reporting companies (only required filers are
excluded, not “voluntary filers”)
• Investment companies, including companies excluded
from the definition of Investment Company by 3(b) or
3(c) of the Investment Company Act of 1940, including:
− Mutual Funds
− Private Equity Funds
− Asset Management Vehicles
− Business Development Companies

32. Crowdfunding vs. Other Exemptions
Feature Public Crowdfunding
(Title III)
Regulation A+
(Tier 1)
Regulation A+
(Tier 2)
Private Placements Including
Title II Crowdfunding
(Regulation D Rule 506 (b/c))
Maximum Total
Raised
$1 million per 12 month
period
$5 million per 12 month
period; including up to
$1.5 million for selling
shareholders
$50 million per 12 month period;
including up to $15 million for selling
shareholders
Unlimited

Number of
Investors
Unlimited but subject to
maximum total raised
Unrestricted

Unrestricted

Unlimited accredited investors; up
to 35 non-accredited investors
unless soliciting (if soliciting- 0 non-accreds)

Investment Per
Investor
Restricted by income/net
worth
Unrestricted

Restricted by income/net worth Unrestricted

Investor
Disclosure
Required, must be filed
with SEC
Required, must be filed
with SEC
Required, must be filed with SEC Not required if all accredited
investors; Form D filing proposed

Intermediary
Required
Yes – broker/dealer or
funding portal
No

No

No

Subject to
ongoing SEC
reporting
following raise
Yes, at least annually,
possibly more frequently
No; as long as exit report
is filed not later than 30
calendar days after
termination or
completion
Yes; audited financials filed annually;
annual, semi-annual, current
reporting required
May file exit report, so long as issuer
meets certain qualifications
No


33. Crowdfunding vs. Other Exemptions
Feature Public Crowdfunding Regulation A+
(Tier 1)
Regulation A+
(Tier 2)
Private Placements
(Regulation D Rule 506 (b/c))
Disclosure Liability Yes, full disclosure
liability with a
knowledge exception
Yes, full disclosure liability
with a knowledge exception
Yes, full disclosure liability with a
knowledge exception
Only anti-fraud liability

Shares restricted Yes, for one year No

No

Yes, for public companies most
can sell under Rule 144 after
six months
State Filing Possibly, depends on
future rules by state
Not exempt from state
securities law registration
and qualification
Exempt from state securities law
registration and qualification if
sold to “qualified purchasers,”
defined to include all offerees in a
Regulation A offering and all
purchasers in a Tier 2 offering
Usually no if only offering to
accredited investors

Advertising and
general solicitation
Not allowed "Testing the waters"
permitted before filing;
general solicitation
permitted after qualification

"Testing the waters" permitted
before filing; general solicitation
permitted after qualification

Allowed if sales are made only
to accredited investors and
issuer takes reasonable steps
to verify accredited status
Can public cos.,
foreign issuers,
investment
companies and
exempt inv.
companies issue
No Yes, but limited Yes, but limited Yes


34. Crowdfunding Requirements
• Investment limitations (per trailing 12 month period)
− Company: Can receive up to $1 million
− Investor:
• Less than $100K: greater of $2,000 or 5% of annual income
or net worth
• $100K or more: 10% of annual income or net worth
• Must be conducted through broker or “funding portal”
• Must file with the SEC and provide to broker/funding
portal and investors extensive disclosure, including tax
returns ($100K or less), reviewed financial statements
($100K-$500K) or audited financial statement
(>$500K)

35. Crowdfunding Requirements
• Must not advertise except to direct investors to
broker/portal
• Must not pay promoters except as SEC allows
• Must file annual or more frequent reports with the SEC
• Prospectus liability for disclosures with knowledge out
• 1 year holding period on shares sold except to issuer,
accredited investor, family member or through
registered offering
• Crowdfunded shares do not count towards the 2,000
shareholder rule to force a company public, but see
above re SEC reporting

36. Funding Portals
• Created by Crowdfunding rules
• Must be used as “publicity intermediary” in all
crowdfunding transactions
• Exempt from broker-dealer regulation, but must
register with FINRA; FINRA can only enforce and
examine rules specifically written for funding portals
• Prohibited from:
− Offering investment advice or recommendations
− Soliciting purchases, sales or offers to buy the securities
− Compensating employees based on sales
− Holding, managing or possessing investor funds or
securities

37. More Funding Portal Requirements
• Register with the SEC and any applicable SRO
• Provide disclosures related to risks and other investor education materials as the SEC shall
require
− Must ensure that each investor reviews investor education materials
− Obtain investor representation that he or she understands:
• that entire investment is at risk
• that investing in start-ups and emerging companies is risky
• that crowdfunding investments are illiquid
• Must obtain background check on officers, directors and 20% or greater shareholders
• File with SEC and distribute disclosure materials at lest 21 days prior to first sale date
• Ensure offering proceeds are only provided to issuer when raise has met target; allow investors
to cancel orders
• Make efforts to ensure no investor exceeds individual crowdfunding cap across all transactions
• Protect investor privacy
• Not compensate promoters, finders or lead generators who direct investors to the portal
• Not work with issuers where a portal officer, director or partner has a financial interest

38. Timing of New Rules
• Crowdfunding rules-
Released October 2013,
expected late 2014
• FINRA Funding Portal
Rules- Released October
2013, expected
concurrent with CF rules
• Regulation A+ -
Released December
2013, expected Summer
2014

39. Peer-to-Peer Lending

40. Peer-to-Peer Lending
• What is Peer-to-Peer Lending?
• Is it legal?
• What are the risks for
borrowers, lenders?
• What is the legal status of the
loans?
• Can the loans be resold?
• Is this a form of crowdfunding?
• Why aren’t big banks
intervening?
• Institutional vs. Retail Investors
40

41. 41
LendingClub.com

42. 42
Prosper.com

43. In Philadelphia, it’s worth 50 bucks…
43

44. 44
What’s Going On Here?

45. • Neither LendingClub nor Prosper are banks
− Peer-to-peer lending sites facilitate loans to consumers from WebBank, a Utah-chartered state
industrial bank
− WebBank allows interest rate to be “portable”
− WebBank sets credit terms, extends credit and holds loan for 1 day
− Both LC and Prosper have been in business over 5 years
• Battles have been waged in each state to arrive at this point
− Platforms retain servicing rights and service loan
− $$ is not FDIC or SIPC insured
• Bank regulatory “lite” applies – Platforms must comply with consumer finance credit,
privacy and auto-deduction laws, but……
− Exempt from 23A and 23B affiliate rules*
− Exempt from regulatory capital rules*
− Exempt from too big to fail, living wills, Volcker
− Will big banks start to care at some point, and then what happens?
• Borrower may not pay and Lender cannot sue Borrower
− Lender has limited ability compared to traditional lending
− Limited recourse to enforce loan
− Collection fees will exceed recovery
45
Top Legal issues in Peer-to-Peer

46. 46
States Differ on Investor Legality
Green - Permitted
Red - Not Permitted

47. • Big states currently out: Texas, Ohio, Pennsylvania,
New Jersey, Massachusetts
• Subject to:
− historic positions
− political shifts
− bureaucratic malaise
− idiosyncratic state banking laws
• Since platforms are not national banks, not subject to
federal preemption
• New states may allow or current states may disallow
• Risk of being lumped in with payday lenders
47
State Consequences

48. • Securities regulation- Platforms issue borrower payment dependent
notes through daily SEC-registered offerings
− SEC registered offering preempts state blue sky laws
• Reminder: SEC registered offerings are not subject to the private
placement or Title III crowdfunding rules
− Peer-to-peer is a form of crowdsourcing but not crowdfunding
• Not Private Placements
• Not traded on an exchange
− Limited liquidity – “lend and hold” model
− Limited valuation authority
• Base shelf must be refreshed every 3 years, SEC registration
fees paid
• Issuer bankruptcy risk (platforms), not borrowers
− Reliant on issuer for current public information
48
Securities Law Issues

49. Questions & Answers

50. Speaker Biographies

51. Brian Korn
51
Brian Korn
Pepper Hamilton LLP
The New York Times Building
620 Eighth Avenue
New York, New York 10018
212.808.2754
kornb@pepperlaw.com
• Corporate and Securities practice group, based in New York
• Hands-on transaction execution and market expertise across
product categories, including equity capital markets, debt capital
markets, leveraged finance and private equity
• Former in-house counsel at Barclays and Citigroup investment
banks
• Specialist in IPOs, the JOBS Act and SEC compliance, as well as
early-stage fundraising, high yield debt and swaps/derivatives
• Media Appearances: Fox Business Television, Bloomberg, NPR,
CCTV America
• Published or Quoted: Forbes, CNBC, MSNBC, New York Law
Journal, Law360, Philadelphia Inquirer, Pittsburgh Post-Gazette,
The Financier, Review of Securities & Commodities Regulation
• Seasoned 16 year securities expert and frequent speaker: PLI,
NYC Bar faculty member; Speaker at national securities and
crowdfunding conferences
• Board Member, Crowdfunding Professional Association
• J.D. Northwestern University School of Law
• B.A. with Honors and Distinction, University of California, Berkeley

52. Phil Laycock
52
Phillip Laycock, CPA Audit
Partner, Grassi & Co.
488 Madison Avenue
21st Floor
New York, NY, 10022
(212) 223-5037
PLaycock@grassicpas.com
Phillip Laycock has more than twenty years of experience in public accounting, primarily
serving clients in the manufacturing and distribution industry. The industry segments in
which he has his most extensive experience are the manufacture and distribution of
industrial and end-user equipment, metals, automotive and electronic components, food
and beverage and chemical.
Mr. Laycock has worked extensively with foreign owned U.S. subsidiaries. In this area he
has performed a variety of services including audits of subsidiaries owned by parent
companies in Germany, the Netherlands and the U.K. He has also performed or consulted
on the conversion of U.S. GAAP financial statements into German GAAP and been a
component auditor for group audits working with both local mid-tier and international
accounting firms in the local parent jurisdiction.
In addition to Mr. Laycock’s audit experience with foreign owned subsidiaries, he has
performed financial statement review and consolidation accounting services for U.S.
companies that owned or acquired manufacturing entities in China, Hong Kong, Malaysia,
Indonesia, Japan, Taiwan, Vietnam, Singapore, Canada, Mexico and the U.K. He has
assisted with the due diligence assessment and recording of acquisitions of foreign
subsidiaries, including those with components in multiple currencies and those with
embedded derivatives.
Mr. Laycock is also the Partner in Charge of Grassi & Co.’s Crowdfunding Initiative. In that
role, he has led a team in submitting a 35-page comment letter to the SEC on its Proposed
Regulation Crowdfunding; written and served as editor for multiple articles; been quoted as
an expert in several publications; and presented on the subject matter.
Mr. Laycock is a licensed CPA. He graduated from Indiana University with a Bachelor of
Science degree in Accounting.