Maine an Act to Increase Funding for Startups March 2014

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  • 8/12/2019 Maine an Act to Increase Funding for Startups March 2014

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    Page 1- 126LR1882(02)-1

    COMMITTEE AMENDMENT

    L.D. 15121

    2

    INSURANCE AND FINANCIAL SERVICES3

    Reproduced and distributed under the direction of the Secretary of the Senate.4

    STATE OF MAINE5

    SENATE6

    126TH LEGISLATURE7

    SECOND REGULAR SESSION8

    COMMITTEE AMENDMENT to S.P. 568, L.D. 1512, Bill, An Act To9Increase Funding for Start-ups10

    Amend the bill by striking out everything after the title and before the summary and11inserting the following:12

    'Emergency preamble. Whereas, acts and resolves of the Legislature do not13become effective until 90 days after adjournment unless enacted as emergencies; and14

    Whereas, this legislation promotes and encourages the growth of Maine small15businesses by facilitating the ability of a business to raise capital by selling small amounts16of securities to a wider pool of small investors with fewer restrictions; and17

    Whereas, the enactment of this legislation will provide immediate access to capital18and streamline regulations for Maine small businesses without diminishing the regulatory19protections for investors; and20

    Whereas, in the judgment of the Legislature, these facts create an emergency within21the meaning of the Constitution of Maine and require the following legislation as22immediately necessary for the preservation of the public peace, health and safety; now,23therefore,24

    Be it enacted by the People of the State of Maine as follows:25

    Sec. 1. 32 MRSA 16304, sub-6-A is enacted to read:26

    6-A. Short-form registration statement. The administrator may adopt by rule a27form to be used as a short-form registration statement for securities being registered28under this section and sold in offerings in which:29

    A. The issuer of the security is a corporation or other entity having its principal place30of business in this State and registered with the Secretary of State as an entity formed31under the laws of this State or authorized to transact business within this State;32

    B. The aggregate amount of securities sold to all investors by the issuer within any3312-month period is not more than $1,000,000;34

    Date: (Filing No. S- )

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    COMMITTEE AMENDMENT to S.P. 568, L.D. 1512

    Page 3- 126LR1882(02)-1

    COMMITTEE AMENDMENT

    (8) The price to the public of the securities or, if the price has not been1determined, the method for determining the price as long as prior to the sale each2investor is provided in writing the final price and all required disclosures with a3reasonable opportunity to rescind the commitment to purchase the securities; and4

    (9) A description of the ownership and capital structure of the issuer, including:5

    (a) The terms of the securities being offered and all other classes of security6of the issuer, including how those terms may be modified, and a summary of7the differences between the classes of securities, including how the rights of8the securities being offered may be materially limited, diluted or qualified by9the rights of any other class of security of the issuer;10

    (b) A description of how the exercise of the rights held by the principal11shareholders of the issuer could negatively impact the purchasers of the12securities being offered;13

    (c) The name and ownership level of each existing shareholder who owns14more than 20% of any class of the securities of the issuer;15

    (d) How the securities being offered are being valued and examples of16methods for how those securities may be valued by the issuer in the future,17including during subsequent corporate actions; and18

    (e) The risks to purchasers of the securities relating to minority ownership in19the issuer and the risks associated with corporate actions, including additional20issuances of shares, a sale of the issuer or of assets of the issuer and21transactions with related parties; and22

    F. The issuer sets aside in a separate bank account all funds raised as part of the23offering to be held until such time as the minimum offering amount is reached. If the24minimum offering amount is not met within one year of the effective date of the25

    offering, the issuer must return all funds to investors.26An issuer who elects to use a short-form registration statement pursuant to this subsection27must comply with other requirements set forth by rule adopted or order issued under this28chapter.29

    Notwithstanding section 16304, subsection 3, the administrator may provide by rule that a30short-form registration statement filed under this subsection is immediately effective31upon filing or becomes effective within some other stated period after filing,32conditionally or otherwise.33

    Emergency clause. In view of the emergency cited in the preamble, this34legislation takes effect when approved.'35

    SUMMARY36

    This amendment replaces the bill and adds an emergency preamble and emergency37clause. Like the bill, the purpose of the amendment is to promote and encourage the38growth of Maine small businesses by facilitating the ability of a business to raise capital39

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    COMMITTEE AMENDMENT to S.P. 568, L.D. 1512

    Page 4- 126LR1882(02)-1

    COMMITTEE AMENDMENT

    by selling small amounts of securities to a wider pool of small investors with fewer1restrictions.2

    This amendment provides for a streamlined registration process and simplified3registration statement if the issuer and the offering meet certain conditions, including:4

    1. The issuer of the security is a business entity formed and registered under Maine5

    law with its principal place of business in Maine;6

    2. The dollar amount of the securities sold by an issuer during any 12-month period7does not exceed $1,000,000;8

    3. The dollar amount of securities sold to any single investor does not exceed $5,0009unless the investor is an accredited investor as defined in regulations adopted by the10federal Securities and Exchange Commission;11

    4. The offering meets the requirements for a federal exemption from registration for12small offerings as set forth in regulations adopted by the federal Securities and Exchange13Commission;14

    5. The issuer files with the administrator and provides to investors and prospective15

    investors an offering document meeting the requirements of state law and any rules16adopted or orders issued by the administrator; and17

    6. The issuer sets aside in a separate bank account funds received from investors18until such time as the minimum offering amount is reached. If the minimum offering19amount is not met within one year of the effective date of the offering, the issuer must20return all funds to investors.21

    FISCAL NOTE REQUIRED22

    (See attached)23