The ongoing revision of the crowdfunding regulation should not be analyzed merely as a formal adjustment to a regulatory text. For platforms already in operation, the issue is essentially a practical one: what will need to be adapted when the new rule takes effect, and what will come to require continuous monitoring.
Adjustments likely to require immediate implementation
- Review of internal policies and formal governance. The new regulation is expected to require greater clarity regarding the platform's responsibilities, especially in the handling of information, relations with investors and the management of material events. This involves, among other points: updating internal policies (conflicts, disclosure and investor relations), formalizing decision-making flows and clearly defining responsibilities.
- Standardization of information. Consistency among offering materials, contracts and subsequent communications is likely to become central. This will require a review of document templates and closer alignment between commercial communications and legal documentation.
- Operational architecture and traceability. Matters such as investor identification, limit controls, ownership of the securities and interaction with service providers will need to be clearly structured.
- Procedures for complaints and reports. Although it does not represent a conceptual break, greater formalization of processes, definition of deadlines and proper recording of interactions with investors are expected.
Aspects that do not require immediate change but now require permanent attention
- Post-offering responsibility. The regulatory revision reinforces that the platform does not act merely as an intermediary in fundraising. The handling of events after the offering (default, renegotiation and periodic communication) will be viewed through the lens of institutional governance.
- Liquidity mechanisms and subsequent trading. Features that allow the assignment or reorganization of positions must be carefully structured to avoid undue proximity to the regimes applicable to organized markets. This is less a matter of prohibition and more one of appropriate legal design.
- Increasing complexity of transactions. The use of crowdfunding in more sophisticated structures, including arrangements with a logic close to securitization, calls for additional attention to risk allocation, the disclosure regime and the governance of the transaction.
In light of this, we understand that the new regulation is likely to raise the institutional standard of crowdfunding.
For platforms already in operation, the issue is not only to comply with the rule when it takes effect, but to assess now whether the current structure is prepared for a more demanding and predictable regulatory environment.
