Marketplace Lending & Crowdfunding 2016 – New York City

Why You Should Attend

2015 saw the transformation of marketplace lending from a fintech fad to a bona fide change in the way consumers and small businesses access credit.  As the industry continues to mature and evolve, more changes are on the horizon, including new business practices, legal interpretations of old tech laws and regulatory challenges.  Moreover, this year has seen marketplace lenders develop and interconnect with other financial partners.  Crowdfinance has also developed and diversified.  After its passage in 2012, the provisions of the JOBS Act will finally be fully effective with the advent of Title III federal public crowdfunding in May 2016.  Will it be a boom or bust?  Will Regulation A+ start to pick up speed and grow into the potential many predicted?  And will Marketplace Lending finally have a principal regulator or will it continue to have its heels nipped by a patchwork of state and federal rulemakers and the courts?  What impact could the upcoming election have on all of this?  In the face of this tremendous growth trajectory, the industry has divided into several categories, each with its own legal risks and challenges. Will this growth continue? Join our expert faculty for a practical discussion on where we are now and where we may be headed.  This is the only conference devoted to exploring the legal aspects of these important industries.  By popular demand, the 2016 conference is a full day program.

What You Will Learn

• Marketplace Lending and Crowdfunding basics
• The latest rulemaking developments from the SEC, FINRA and state securities regulators
• Regulation by case law – will this be how the industry’s critics erode the power of the large platforms?
• Legal issues in equity crowdfunding after Title III implementation
• Bank regulation, broker-dealer considerations and fund formation issues
• Starting your own platform: what you need to know before your spend yours and other people’s money
• Commercial and real estate lending issues

Who Should Attend

This seminar is geared to attorneys in private practice, in-house counsel, and other business professionals who seek a practical overview of key issues that arise in crowdfunding and peer-to-peer lending space.

9:00 Introduction

Speakers: Brian S. Korn

9:15 SEC and State Developments in Securities Crowdfunding and Alternative Finance

• SEC rulemaking under JOBS Act Title III
• FINRA funding portal application and differences from broker-dealer applications
• Regulation A+ after one full year
• Regulatory enforcement priorities 

Julie Z. Davis, Douglas S. Ellenoff, Samuel S. Guzik
10:15 Networking Break

10:30 Equity Crowdfunding Platforms and State Crowdfunding Laws

Legal Issues for Equity Crowdfunding Platforms

• Crowdfunding under Title II – Solicitation vs. Non-Solicitation
• “Reasonable Steps to Verify”
• The preexisting relationship and CitizenVC:Myth vs. Facts
• Working with broker-dealers and other intermediaries
• Liquidity and secondary markets including the new FAST Act and Section 4(a)(7)

 Julie Z. Davis, Kiran Lingam, James R. Tanenbaum, Annemarie Tierney

 State Crowdfunding Laws:  Can they Compete with Title III and Regulation A+?

• Overview of state-only crowdfunding laws:which states have it and which don’t?
• Key differences among the states
• Regulation A+: Process to get qualified
• The future of blue sky laws and preemption
• SEC proposed amendments to Rules 147 and 504

 Joseph P. Borg, Andrew D. Stephenson, Kim Wales, Anthony J. Zeoli

12:00 Lunch

1:00 Legal Developments in Marketplace Lending

• The regulatory journey of marketplace lending platforms:how did we get here?
• Banking regulations and the “front end”:  the lender license, rate exportation and usury laws
• Choice of Law vs. Bank Partnerships vs. State Licensing
• The Madden v. Midland case and its impact on MPL structures and federal preemption
• CashCall, Bill Me Later, Bethune and the True Lender cases

Preetha P. Gist, Alan Komensky, Rob Lavet, Michael Nonaka

2:00 Marketplace Lending Investment Structures, and Securitization and Secondary Markets

Marketplace Lending Investment Structures

• Equity models:preferred stock, convertible notes and warrants
• Fund formation and management  in Marketplace Lending
• Broker-dealer and SEC registration issues in loans, loan participations and payment-dependent notes
• Investment advisors and protecting the client:“When am I giving advice?”

Edward Dartley, Gregory J. Nowak, Jahan Sharifi

Securitization and Secondary Markets

• Securitization issues after Madden
• Asset models
• Role of rating agencies
• Controlling defaults and prepayments:yield protection
• Secondary markets and the regulation of loan trading
• Loan trading process:clearing and custody issues

Claudia Callaway,Henry G. Morriello, Mark Solomon

3:30 Networking Break

3:45 Small Businesses and Real Estate Marketplace Lending

Online Lending to Small Businesses

• Issues in commercial lending, including licensing, custody and servicing
• Due diligence in commercial lending
• The personal guaranty- what’s it really worth and is it enforceable?
• Commercial transactions and the online loan marketplace
• Affinity group marketing without running afoul of regulations

Hayley Chang, Jennifer DePalma, Conor French, Bimal Patel

Spotlight on Real Estate Marketplace Lending

• Licensing issues in real estate lending
• Securing title and for who’s benefit?
• Matching funding timing issues between borrowers and investors
• Borrower payment dependent notes
• What really happens in a default scenario?

Neil S. Faden, Lewis G. Feldman, Sara Priola

5:15 Adjourn