SEC Scrutiny of Crowdinvesting Sites Not Registered as Broker-Dealers

On November 10, 2014, the SEC announced a settlement with Eureeca Capital SPC, which is a crowdinvesting portal incorporated in the Cayman Islands. Eureeca’s website seeks to match foreign-based issuers with investors interested in making equity investments. The website provides information about various issuers and their offerings. This information was accessible to U.S. residents, despite the fact that the securities offered through the site were not registered with the SEC. In alleging that Eureeca violated Section 5 of the Securities Act by offering unregistered securities for sale, the SEC noted that Eureeca took no steps to comply with the exemption from registration found in Rule 506(c). Specifically, the SEC alleged that Eureeca took insufficient steps to confirm that the U.S. investors were accredited investors. The SEC also alleged that Eureeca was acting as an unregistered broker-dealer by, among other things, (i) encouraging investments in the offerings on its site, (ii) completing the final legal requirements for the transaction (i.e. accommodating the swap of funds for equity), and (iii) receiving a percentage of the funds from all fully funded offerings as a fee.