3 ms·

there used to be rules that companies must be public if they have other 1000 investors. is this no longer the case?

yieldcrv 8mo ago
it's still the case, but there are never 1,000 investors, there's a couple dozen VC firms, SPVs, and individuals if you're smart. I don't think this is an SEC problem, they are fully aware that people subject to their jurisdiction can jump through many hoops to circumvent them. This shows consent on the investor's part well enough, and capital formation regulations do not burden the investor at all, they are only constitutional because they burden the organization raising capital, who simply needs to do a cursory check - not an in-depth one. (level of depth is based on which regulatory exemption is chosen) So as long as you separate concerns the SEC is satisfied.
- solatic 8mo ago
  If employees get stock options and decide to exercise on exit, they count against the 500 unaccredited investor limit that would trigger reporting requirements. So companies that issue stock options do have an outside risk that enough employees will exit, exercise their stock options, and trigger a reporting requirement.
  - yieldcrv 8mo ago
    yeah, that's why those companies tend to offer liquidity strategically to lower their employee investor count
    - kooshball 8mo ago
      if an employee exercise options (but stays at the company) does that still count as one of 1000?
      - yieldcrv 8mo ago
        yes, the company has to manage it and hope certain things happen if they want to stay private
- ares623 8mo ago
  tbh that 1000 investors limit sounds like it was trying to address a similar problem? i.e. if a company is big enough it is important to reel it in a bit or else shenanigans happen. And just like all rules, the people at the top can easily work around it.
  - yieldcrv 8mo ago
    sort of... the 1000 investor limit was actually doubling the prior limit the friction that the whole industry and the SEC pushes and pulls on is that nobody wants to go public because it's needlessly expensive to be a public company, companies would otherwise go public basically, one publicly traded company does something egregiously bad, the SEC mandates a new expensive disclosure that requires a completely new operating style, less companies go public the SEC's mission statement is a dual mandate: provide for fairer securities markets (via transparency mandates), and the second one is facilitate capital formation so when the goal of providing for fairer markets is hampering people raising and accessing capital at all, then they help on that front in this case, as people avoided going public, they would run into the number of investor limits and do suboptimal things because they couldn't raise more capital. so the limit went up to what it is now, with that foundation in mind, your main point isn't close to what's happening "if a company is big enough it is important to reel it in a bit or else shenanigans happen", the SEC doesn't "reel in big companies". it mandates transparency in public companies, number of investors in private companies, and regulates details of certain transactions, that's it. you can be any size. they don't judge the merit of an investment (outside of some ETFs, since they also regulate fund advisors and ETFs just happen to be publicly traded funds), the SEC's focus is that there's enough information for an investor to judge the merit of a publicly traded investment

it's still the case, but there are never 1,000 investors, there's a couple dozen VC firms, SPVs, and individuals if you're smart. I don't think this is an SEC problem, they are fully aware that people subject to their jurisdiction can jump through many hoops to circumvent them. This shows consent on the investor's part well enough, and capital formation regulations do not burden the investor at all, they are only constitutional because they burden the organization raising capital, who simply needs to do a cursory check - not an in-depth one. (level of depth is based on which regulatory exemption is chosen) So as long as you separate concerns the SEC is satisfied.

solatic 8mo ago
If employees get stock options and decide to exercise on exit, they count against the 500 unaccredited investor limit that would trigger reporting requirements. So companies that issue stock options do have an outside risk that enough employees will exit, exercise their stock options, and trigger a reporting requirement.
- yieldcrv 8mo ago
  yeah, that's why those companies tend to offer liquidity strategically to lower their employee investor count
  - kooshball 8mo ago
    if an employee exercise options (but stays at the company) does that still count as one of 1000?
    - yieldcrv 8mo ago
      yes, the company has to manage it and hope certain things happen if they want to stay private
ares623 8mo ago
tbh that 1000 investors limit sounds like it was trying to address a similar problem? i.e. if a company is big enough it is important to reel it in a bit or else shenanigans happen. And just like all rules, the people at the top can easily work around it.
- yieldcrv 8mo ago
  sort of... the 1000 investor limit was actually doubling the prior limit the friction that the whole industry and the SEC pushes and pulls on is that nobody wants to go public because it's needlessly expensive to be a public company, companies would otherwise go public basically, one publicly traded company does something egregiously bad, the SEC mandates a new expensive disclosure that requires a completely new operating style, less companies go public the SEC's mission statement is a dual mandate: provide for fairer securities markets (via transparency mandates), and the second one is facilitate capital formation so when the goal of providing for fairer markets is hampering people raising and accessing capital at all, then they help on that front in this case, as people avoided going public, they would run into the number of investor limits and do suboptimal things because they couldn't raise more capital. so the limit went up to what it is now, with that foundation in mind, your main point isn't close to what's happening "if a company is big enough it is important to reel it in a bit or else shenanigans happen", the SEC doesn't "reel in big companies". it mandates transparency in public companies, number of investors in private companies, and regulates details of certain transactions, that's it. you can be any size. they don't judge the merit of an investment (outside of some ETFs, since they also regulate fund advisors and ETFs just happen to be publicly traded funds), the SEC's focus is that there's enough information for an investor to judge the merit of a publicly traded investment