William & Mary Business Law Review


This Article provides a comprehensive review of the crowdfunding phenomenon. It argues that equity crowdfunding (“ECF”) and, to a lesser extent, peer-to-peer lending (“P2PL”) offer the possibility of a global solution to the small and medium-sized enterprise (“SME”) funding problem. In the United States, the SME funding problem is exacerbated by the markedly diminishing rate of startup formation, a factor that injects a degree of urgency into resolving the optimal means to implement ECF. Here, as with the “fin-tech” revolution, the law lags behind technological developments. The second main argument is that ECF enhances access to capital for SMEs globally while simultaneously democratizing access to investments for ordinary citizens. The Article begins by providing definitions, business models, and historical background before outlining the SME funding problem and new constraints on SME lending since the global financial crisis. ECF is placed within the so-called “financing escalator” and is distinguished from venture capital and angel financing. The global market for crowdfunding is reviewed in order to indicate growth trends in the sector. Some common legal issues associated with crowdfunding are presented before a review of crowdfunding globally. Dominant models in some Organisation for Economic Co-operation and Development (OECD)countries and the potential for crowdfunding to assist SMEs in the undeveloped world are explored. The conclusion outlines key considerations and choices for legislators considering the regulatory puzzles presented by crowdfunding.