By Jan Mazur

This article is an excerpt from the book Funding the Cooperative City: Community Finance and the Economy of Civic Spaces

Crowdfunding has emerged as a relatively innovative, Internet-enabled way of financing projects, startups and small and medium enterprises (SMEs), especially in their early-stages. In the EU, where most of the financing for companies comes primarily from banks and not capital markets, it has been burdensome and limiting to seek bank financing for startups and SMEs. Most startups and many SMEs lack relevant operating history and track record, cash flow or collateral to secure bank loans. Angel investors and venture capital funds are an option, but they usually cover specific segments of the startup and SME market. Nevertheless, any finance provider may strongly benefit from the risk reduction based on crowd validation, as the product or service information becomes distributed to large amounts of people who may “crowd validate” them by backing their crowdfunding campaigns. Contrary to their inability to raise required capital, the economic significance and impact of SMEs is greater than their size; they are one of the main vehicles for the creation and dissemination of innovation, and their potential to exploit synergies is usually very strong.

Breakdown of the European alternative finance market by model, 2014. Image (c) EC

Crowdfunding, defined as “a collective effort of many individuals who network and pool their resources to support efforts initiated by other people or organisations”, belongs to the domain of finance-providing activities. Its specific mutations can be unregulated, regulated, or exempted from the regulation, depending on multiple criteria and elements of these activities. Crowdfunding is typically performed on online crowdfunding platforms, which offers intermediate support for projects or companies by individuals (crowd) who wish to support them. On a more general level, we typically recognise (i) donation-based, (ii) reward-based, and (iii) investment-based (including equity-based and lending-based) crowdfunding platforms, whereas the level of regulatory attention naturally increases with the increase of risks and the amount of money provided individually and sought cumulatively. However, the regulation tailor-made for crowdfunding does not exist on the EU level, though some EU legislation may apply to financial relations within equity-based and lending-based crowdfunding. National legislations of certain countries specifically regulating crowdfunding do exist, yet the industry significantly lacks the authority that would provide EU-wide standards and fortify the public trust towards the platforms, which would allow especially investment-based crowdfunding to go mainstream.

When it comes to donation-based crowdfunding, from the legal point of view, we typically understand the relations between projects/companies seeking finance and their backers who provide finance for certain non-monetary rewards as a donor contract without any material reward (other than “a good feeling”). Donor-based crowdfunding platforms nowadays enable fundraising for non-profit and charity contributions and projects, but also for education and scientific research. Reward-based crowdfunding is more complex, though the applicable regulation is also quite unrestrictive. Under the reward-based crowdfunding scheme, financial contribution is exchanged for current or future (conditional) goods or services on a platform, which supports and enables the exchange. The business model of these platforms is based on charging a fee in the amount of a few percentage points of the crowdfunded amount. Reward-based crowdfunding normally does not fall within specific financial regulations as the relationships established by the crowdfunding system are usually considered to be basic civil and business-to-consumer relationships. The regulatory requirements are typically low for these platforms and no special approvals are required, except for the regular trade/business licensing.

Typologies of crowdfunding. Image (cc) Eutropian

There are two main models of investment-based crowdfunding: (i) equity-based, and (ii) lending-based crowdfunding, whereas there are also hybrid forms of crowdfunding models based on revenue sharing, profit-sharing or subordinated loans, just as there are hybrid forms of finance. To generalise the regulatory patterns of these crowdfunding models is not an easy task, as the models vary significantly from country to country where national legislations apply. Moreover, these models are also strongly dependent on the corporate structure and the underlying security or instrument that is being traded or issued against the financial investment. However, certain broad generalisations may be drawn; equity-based crowdfunding may fall within the scope of several EU directives. Each of the investment-based models involve monetary motivation, be it an interest, share of profit/revenue, or exit value, but can also involve other motivations, especially in more locally-oriented and social entrepreneurship-oriented crowdfunding platforms. In equity-based crowdfunding, investors invest money into projects or companies in return for a part of their existing or newly issued equity, which may take different forms, such as stocks (securities), or shares, depending on the corporate form of the target company. It is also permissible to issue various classes of stocks, so the stocks may not always possess typical shareholder’s rights, such as voting rights, but only a share on profits.

Crowdfunding companies are typically startups and small and medium sized companies, which tend to choose private capital company forms or even partnerships. Private limited companies are usually cheaper to run, offer flexibility and shield shareholders with limited liability, which makes them a top choice for starting companies. However, these company forms may not be permitted to raise funds from a large amount of investors and are in general not suited to do so. Transferability of shares may also be limiting and limited in the case of private companies, so it disincentives potential investors.

Bulb in Town crowdfunding platform. Image (c) Bulb in Town

Investment-based crowdfunding campaigns are regulated by national regulations and the Prospectus Directive that requires that Member States shall not allow any offer of securities to be made to the public without prior publication of the prospectus. The obligation for companies to publish a prospectus is related to offers of securities with the total amount of investments of at least 5 million EUR (over a period of 12 months), with specific exemptions depending on the number and qualifications of investors and the size of securities.

Crowdfunding campaigns are typically not aimed at qualified investors only. On the contrary, crowdfunding targets large amounts of mostly unqualified investors for individually smaller considerations, often in thousands of euros per investor, yet the typical campaigns run from hundreds of thousands to several millions of euros in total. Empirical evidence suggests that most of these exceptions would not exempt the company from publishing a prospectus based on the Prospectus Directive. Yet, some Member States choose a specific form of regulation of this obligation, as the publishing of a full prospectus may be quite burdensome for startups and small (medium) enterprises: in France small-scale transactions only require a light-prospectus, in Germany, all authorised crowdfunding offerings with a maximum of 10.000 EUR individual investor contribution and a maximum 1 million EUR total investment are exempt from prospectus publishing. On the other hand, in Slovakia the same regime applies for offers between 100.000 EUR to 5 million EUR as for the large offers of 5 million EUR and above. It is advisable to create a specific, crowdfunding- and SMEs-friendly legal regime for middle-range offers, if not directly harmonised on the EU level, than at least on the national level.

Goteo crowdfunding platform. Image (c) Goteo

Some of the services of crowdfunding platforms (the sale and purchase of the financial instruments on behalf of investors) could be regulated by the Markets in financial instruments directive (MiFID), which harmonises the provision of investment services to professional and non-professional clients by investment firms. In the meanwhile, some of the instruments issued by the crowdfunding companies (such as shares in privately held companies) may not be considered financial instruments under MiFID, i.e. transferable securities, and thereby should not be affected by the directive. From the perspective of the platform, it may be beneficial to be a regulated investment services provider, as the MiFID-authorised platform can benefit from the EU passport rule, which allows them to offer services in other Member States. However, this may be very much dependent on the various national company law regimes, which classify the shares of these companies as transferable securities or not. Once authorised, the platform may not be able to conduct any other business than the authorised and regulated. This may lead to unserviced segments of the market with companies issuing different classes of shares, which is hardly desirable. Moreover, being a MiFID-authorised platform poses a relatively large regulatory burden with subsequent costs, which may be impossible to bear by platforms with campaign traffic below a certain threshold.

Lending-based crowdfunding tends to have a looser regulation than the equity-based one, even though it is more relevant in terms of the market size. In certain jurisdictions, authorisation to provide the platform services may be required. The regulation involves information obligations to investors, clear risk representation, but also minimum capital requirements of platforms and resolution plans. Lending-based crowdfunding represents basically two major groups of unsecured loans: (i) peer-to-peer, where consumers offer each other consumer loans, and (ii) peer-to-business, where businesses borrow from multiple lenders. Interestingly, new forms of secured loans start to develop, such as real estate mortgages and developments.

Civic Crowdfunding guidebook published by Spacehive. Image (c) Spacehive

From the viewpoint of community-led urban development projects, the most important sector of crowdfunding is civic crowdfunding. Typical legal structures of civic initiatives tend to be either non-formal or loosely associated around non-profit civic associations (associating persons) and foundations (associating funds), or mixed for- and non-profit legal forms of social enterprises or cooperatives. All types of crowdfunding can be used to some extent by civic initiatives. Non-profit associations and foundations have historically drawn from wide amounts of donors through charity campaigns or collections, which have fared well in the Internet-enabled environment of donation-based crowdfunding. Interestingly, some platforms, such as Spacehive, have been able to cooperate with municipalities, which matching funds to successful crowdfunding campaigns. Yet investment-based crowdfunding requires a revenue-generating activity, which is to be crowdfunded for and which either pays back the loan with interest or generates profit for investors. Moreover, equity-based crowdfunding requires a legal form, which is allowed to issue subscribable shares; therefore non-profit associations or foundations would not be a well-functioning legal form for typical equity-based crowdfunding. Various legal forms have different features and governance structures, for instance cooperatives may favour a more democratic approach to decision-making and profit distribution. On the other hand certain forms put the amount of capital contributions of shareholders first when it comes to decision-making. Nevertheless, traditional company forms can usually be adjusted to fit the needs of civic-oriented crowdfunding, i.e. “civic-adjusted company.”

Investment-based crowdfunding may be a good form of finance for social enterprises and cooperatives, as, in the absence of social banking, regular banking may pose barriers too high in accessing finance. However, banks may perceive crowdfunded companies positively, as they increase their equity, as is also evidenced by the Bulb In Town case. From a business perspective, local crowdfunding campaigns may also draw substantial benefits from the fact that shareholders are potentially significant stakeholders (and vice versa) and consumers of goods and services of the crowdfunded project; the interests of shareholders and stakeholders are aligned.

In conclusion, any regulation must take into consideration elementary risks that investors or lenders face. They need to have access to clear and accurate information on the borrowers or invested companies. Regulators advise crowdfunding platforms to maintain strong engagement of investors and allow them to exchange opinions and discuss the projects openly on the platform. The investors must be well-informed on the project or company they consider investing in and the risks they face: risk of capital loss, risk of dilution, limited possibilities of liquidating an investment and limited information and track record to base the decision on. The platforms may be prone to conflicts of interest due to their business model, which is based mostly on charging fees for successful campaigns. Investors may also over-estimate the due diligence carried out by the platform. It is in the long-term interest of the platforms to make sure and review whether their investors understand the risks of the crowdfunding investments and restrain their investments into a well-built portfolio.

Even though the crowdfunding is a very promising source of alternative finance, the regulation currently available is clearly not suited for it yet. Crowdfunding regulation, currently at the EU and many Member States level as a by-product of existing legislation, should acknowledge that crowdfunding is not defined by a specific form of company shares (securities), but rather by its specific nature. The overall amount of crowdfunding campaigns usually does not exceed a few million euros. Investors are usually dozens of individual and mostly non-professional investors investing thousands or tens of thousands of euros. As crowdfunding in general does not pose a systemic risk, it poses a consumer finance risk, especially the risks of frauds, deceptive campaigns, or embezzlement of finance from the company etc. These risks must be addressed in order to set a level playing field for the platforms and set professional standards. Thorough due diligence of campaigning companies serves the investors, companies, platforms and the market and society equally, as it safeguards against frauds and unsound business plans. It is advisable that countries adopt rules for crowdfunding platforms in order to better manage the expectations of all the parties.

Some proposals could include a lighter regime of prospectus obligations for companies publicly offering stocks worth 100.000 to 5 million euros, specifically if individual investments do not exceed larger amounts; requirements on transparency of the platforms regarding individual campaigns (including investors’ discussions on these campaigns), platform rules, legal terms and conditions of individual campaigns, conflicts of interest; requirements on information obligations of the platforms regarding the risks of the investments in general and advisory to mitigate them (including obligation to limit individual investments into a single company and investor’s portfolio rules), risks of individual campaigns, minimal due diligence requirements for platforms; specific EU-wide rules to allow platforms offer shares of companies to non-professional investors for limited investments regardless of the legal form of companies; guidance on solving conflicts of interest of platforms.

Photo by Medialab Prado

The post Regulating crowdfunding – international resources for local communities? appeared first on P2P Foundation.

Photo by Luc Mercelis

The post Funding the Cooperative City in Rome appeared first on P2P Foundation.

This is an excerpt from the upcoming book Funding the Cooperative City: Community finance and the economy of civic spaces.

In the past decade, with the economic crisis and the transformation of welfare societies, NGOs, community organisations and civic developers – City Makers – established some of the most important services and spaces in formerly vacant buildings, underused areas and neglected neighbourhoods. Consolidating their presence in the regenerated spaces, these initiatives are increasingly looking into the power of the local community, the dispersed crowd and new financial actors to invest in their activities.

Two years ago, the cultural centre La Casa Invisible collected over 20.000 euros for the partial renovation of the building including the installation of fire doors and electric equipments to assure the safety of their revitalized 19th century building in the centre of Málaga. A few months later, East London’s Shuffle Festival, operating in a cemetery park at Mile End, collected 60.000 pounds for the renovation and community use of The Lodge, an abandoned building at the corner of the cemetery. In order to implement their campaigns, both initiatives used the online platforms Goteo and Spacehive that specialise in the financing of specific community projects. The fact that many of the hundreds of projects supported by civic crowdfunding platforms are community spaces, underlines two phenomena: the void left behind by a state that gradually withdrew from certain community services, and the urban impact of community capital created through the aggregation of individual resources.

The question if community capital can really cure the voids left behind by the welfare state has generated fierce debates in the past years. This discussion was partly launched by Brickstarter, the beta platform specialised in architectural crowdfunding, when it introduced to the public the idea of crowdfunded urban infrastructures. Those who opposed Brickstarter, did in fact protest against the Conservative agenda of the “Big Society”, the downsizing of welfare society and the “double taxation” of citizens: “Why should we spend on public services when our taxes should pay for them?”

Nevertheless, in the course of the economic crisis, many European cities witnessed the emergence of a parallel welfare infrastructure: the volunteer-run hospitals and social kitchens in Athens, the occupied schools, gyms and theatres of Rome or the community-run public squares of Madrid are only a few examples of this phenomenon. European municipalities responded to this challenge in a variety of ways. Some cities like Athens began to examine how to adjust their regulations to enable the functioning of community organisations, others created new legal frameworks to share public duties with community organisations in contractual ways, like Bologna with the Regulation of the Commons. In several other cities, administrations began experimenting with crowdfunding public infrastructures, like in Ghent or Rotterdam, where municipalities offer match-funding to support successful campaigns, or with participatory budgeting, like in Paris, Lisbon or Tartu. Yet other public administrations in the UK, the Netherlands or Austria invited the private sphere to invest in social services in the form of Social Impact Bonds, where the work of NGOs or social enterprises is pre-financed by private actors who are paid back with a return on their investment in case the evaluation of the delivered service is positive.

Largo Residencias, Lisbon. Photo (cc) Eutropian

Alternatively, some cities chose to support local economy and create more resilient neighbourhoods with self-sustaining social services through grant systems. The City of Lisbon, for instance, after identifying a number of “priority neighbourhoods” that need specific investments to help social inclusion and ameliorate local employment opportunities, launched the BIP/ZIP program that grants selected civic initiatives with up to 40.000 euros. The granted projects, chosen through an open call, have to prove their economic sustainability and have to spend the full amount in one year. The BIP/ZIP project, operating since 2010, gave birth to a number of self-sustaining civic initiatives, including social kitchens that offer affordable food and employment for locals or cooperative hotels that use their income from tourism to support social and cultural projects. In 2015 the experience of the BIP/ZIP matured in a Community-Led Local Development Network, as identified by the European Union’s Cohesion Policy 2014-2020, which will grant the network access to part of the Structural Funds of the City of Lisbon. The CLLD is a unique framework for the democratic distribution of public funds: it foresees the management of the funding to be shared between administration, private and civic partners, with none of them having the majority of shares and votes.

While, as the previous cases demonstrate, the public sector plays an important role in strengthening civil society in some European cities, many others witnessed the emergence of new welfare services provided by the civic economy completely outside or without any help by the public sector. In some occasions, community contribution appears in the form of philanthropist donation to support the construction, renovation or acquisition of playgrounds, parks, stores, pubs or community spaces. In others, community members act as creditors or investors in an initiative that needs capital, in exchange for interest, shares or the community ownership of local assets, for instance, shops in economically challenged neighbourhoods. Crowdfunding platforms also help coordinating these processes: the French Bulb in Town platform, specialized in community investment, gathered over 1 million euros for the construction of a small hydroelectric plant in Ariège that brings investors a return of 7% per year.

ExRotaprint, Berlin. Photo (cc) Eutropian

Besides aggregating resources from individuals to support particular cases, community infrastructure projects are also helped by ethical investors. When two artists mobilised their fellow tenants to save the listed 10.000 m2 Rotaprint in the Berlin district of Wedding, they invited several organisations working on moving properties off the speculation market and eliminating the debts attached to land, to help them buy the buildings. While the complex was bought and is renovated with the help of an affordable loan by the CoOpera pension fund, the land was bought by the Edith Maryon and Trias Foundations and is rented (with a long-term lease, a “heritable building right”) to ExRotaprint, a non-profit company, making it impossible to resell the shared property. With its sustainable cooperative ownership model, ExRotaprint provides affordable working space for manufacturers as well as social and cultural initiatives whose rents cover the loans and the land’s rental fee.

Creating community ownership over local assets and keeping profits benefit local residents and services is a crucial component of resilient neighbourhoods. Challenging the concept of value and money, many local communities began to experiment with complementary currencies like the Brixton or Bristol Pounds. Specific organisational forms like Community Land Trusts or cooperatives have been instrumental in helping residents create inclusive economic ecosystems and sustainable development models.

Homebaked, Liverpool. Photo (cc) Eutropian

In Liverpool’s Anfield neighbourhood, a community bakery is the symbol of economic empowerment: renovated and run by the Homebaked Community Land Trust established in April 2012, the bakery – initially backed by the Liverpool Biennale – offers employment opportunities for locals, and it is the catalyst of local commerce and the centre of an affordable housing project that is developed in the adjacent parcels. Similarly, a few kilometres east, local residents established another CLT to save the Toxteth neighborhood from demolition. The Granby Four Streets Community Land Trust, with the help of social investors and a young collective of architects (winning the prestigious Turner prize), organised a scheme that includes affordable housing, community-run public facilities and shops.

The economic self-determination of a community has been explored at the scale of an entire neighbourhood by the Afrikaanderwijk Cooperative in Southern Rotterdam. The cooperative is an umbrella organisation that connects workspaces with shopkeepers, local makers, social foundations, and the local food market: they have developed an energy collective in cooperation with an energy supplier that realises substantial savings for businesses in the neighbourhood; a cleaning service that ensures that cleaning work is commissioned locally; and a food delivery service for elderly people in the neighbourhood.

With community organisations and City Makers acquiring significant skills to manage welfare services, urban infrastructures and inclusive urban development processes, it is time for their recognition by established actors in the public and private sectors. The EU’s Urban Agenda, developing guidelines for a more sustainable and inclusive development of European cities, can be a catalyst of this recognition: it can prompt the creation of new instruments and policies to enable such community-led initiatives. While the Cohesion Policy 2014-2020 has developed the CLLD framework, not many Member States chose to use this instrument. The Urban Agenda could therefore envision the adoption of more methods to be experimented by City Administrations, to allow for a more sustainable and inclusive allocation of resources. Whether through matchfunding, grant systems, or simply removing the legal barriers of cooperatives, land trusts and community investment, municipalities could join the civil society in developing a more resilient civic economy with accessible jobs, affordable housing, clean energy, and social integration.

Lead image from homebaked.org, Liverpool UK. All other images from Eutropian.

The post Community Capital in Action: New Financial Models for Resilient Cities appeared first on P2P Foundation.