My Submitted Comment To The SEC On General Solicitation

There was a consensus in the comments to my post on General Solicitation the other day that I should submit my comments to the SEC.

So I did that this morning. My comment has not been posted publicly, but I suspect it will at some point.

This is what I said:

It is my opinion, and that of those who we do business with, including our securities lawyers, that these proposed rules effectively make General Solicitation a non-starter for startup companies. If the SEC's intention, with these proposed additional rules, is to neuter General Solicitation to the point that it is legal but nobody avails themselves of it, they will succeed.

The full blog post is here along with 138 comments at this time

Fred Wilson, A Venture Capitalist

#entrepreneurship#hacking finance#Politics

Comments (Archived):

  1. kidmercury

    The implications of this rule are being created knowingly. Congress responds primarily to money and obligations stemming from long-standing business relationships.

    1. JimHirshfield

      I think you’re right.

    2. Richard

      Follow the yellow brick road.

    3. jason wright

      ‘congress’. so apt. where they fuck you.

      1. Cam MacRae

        originally the act of coming to together during battle. also apt.

    4. LE

      Congress responds primarily to money and obligations stemming from long-standing business relationships.Well you don’t really have a horse in this race as the expression goes so you are free to make that comment and think that.I’m not doubting that there is truth to what you are saying. What does money buy? It buys the ability to pay people to help you make your point. That’s easier than doing it yourself. Money also buys you a new car with a multi year warranty that is less likely to break down and an attractive mate and a nice place to live. Welcome to the way the world works.Being heard? The same thing that money in a trial or a lawsuit buys you. Or when you need to do marketing. Of course there are ways to make yourself heard without using others as well or without paying full freight advisers but you have to be creative and devious. [2]Anyway taking the other side there are many people who do have a vested interest in what happens here (I’m not one of them by the way). So it’s up to those people to play the game and do what they need to do to counter what they feel is wrong. [1]Has that happened? From what I can tell it hasn’t. Fred certainly did something (after prodding from various comments) but it’s not exactly like he did all that he could do either.Since I can’t gauge how important this really is to him I’m not going to criticize and say he should have done more. That’s totally up to him. But I can certainly think of many ways (a few that I mentioned in my comments on the original post) that someone who has a vested interest (and is a “somebody”) could do.Unfortunately we are now in a world where it’s easy for people to take potshots in comments, blog posts and news articles and maybe even show up for an occasional march to try and get something changed or done. But the amount of people who are willing to actually put in the effort to get something that they don’t like changed is quite small.[1] Small example but my personal feeling is that it would have made sense to quote and paraphrase the blog post comments. I don’t feel it’s the SEC’s responsibility to have to read through those (and in fact you need to make it easy for them that’s kind of a basic concept). Certainly better than not doing anything but I’m sure the people that you are referring to that congress responds to “the money” don’t take that approach. They take the time (like an attorney) to carefully lay out their case and tailor it so it can be understood and digested. After all I’m sure when someone is applying for VC money it is more or less expected that a certain amount of effort is put into selling and making your case. Or getting into a good school. You don’t tell people “here are some people that can vouch for me” you give them letters of recommendation from those people. You make it easy for them to agree with you. Fred’s original thought was that his views were in his blog post and the SEC should just find them. He realized after reading comments that this was not the right approach.[2] Certainly takes more effort for sure but it is possible. I’ve met with people on capital hill it is actually fun (other than having to put a suit on which I hate). Even on the train home I’ve run into congressman who were very willing to listen to what I had to say (and had staffers follow up with me many times).

      1. pointsnfigures

        @kidmercury:disqus sentiments are exactly why we need to shrink the size of the federal bureaucracy and enact term limits to representatives. Government is way to big, way to regulatory in all facets of our lives. Economic incentives are aligned for big companies, and wealthy special interests to serve in regulatory positions, or lobby for things they want. The government needs to create level playing fields, and legislate with an eye to individual liberty.There is not one segment of the economy that isn’t affected by government-except maybe startups.Take the shackles off the American economy, and innovation. Do not be afraid.

        1. kidmercury

          i think we are past the point of reform and into the territory where revolution is the only option, though if reform is possible, i agree 100% with your prescription here

      2. kidmercury


        1. LE

          All the papers had to say. Was that Marilyn was found in the nude

    5. Matt A. Myers

      It’s so insane to me that this is how far it’s all come.

  2. jason wright

    sunday spelling fascist here – title “solictation”.the SECs response? “Well, if you can’t spell it you can’t do it”.Obama memo to Congress: “Congress, i want to go to whar”.

    1. JimHirshfield


    2. fredwilson

      In the post title, right?I will fix itThanks

      1. jason wright

        yepi’ve got that persnickety/ pernickety (?) feeling today

      2. sigmaalgebra

        There’s a good spell checker with a lot ofTeX distributions, ASpell, also availablefor 32 bit Windows at's good for essentially any simple textfile — e-mail, HTML, TeX, blog posts,etc.It’s the spell checker I use, and it wasquite well designed, i.e., fast, smart,easy to use.Dictionaries are available for English andnearly all the popular languages, e.g.,French, German. The ‘addendum’ dictionaryof words you add is easy to work with ifyou need to edit it. Since the addendumcollection file is so easy to work with,if you move to another computer, then itwill be easy to move your addendum file.ASpell is just a simple command lineprogram that runs in a simple Windows textwindow, and that’s fine for the userinterface.But ASpell can also be called from otherprograms, say, in C, so can be added as afeature to other software.It’s what I’ve used for nearly 20 yearsfor essentially all text input, thus, inmy case, essentially everything I type,which is a lot — blog posts, letters,technical papers, business plans, softwarearchitecture and design notes, foil decks,e-mail, source code comments, recipes,notes of various kinds, etc.Since I use ASpell for essentially all myspell checking, it has my good addendumcollection, e.g., for mathematics, music,etc. Each to his own, but ASpell is toughto beat, especially on cost — it’s free.An associated question is, what to typeinto? I type everything not trivial intoa good text editor, the same editor forall my typing. The editor is also goodfor looking at output of software, say,the log files of my Web site development.

    3. Richard

      Spelling “solicitation” correctly 4 out of 5 times is prima facie evidence that AVC is an artful speller, victim of a simple typo.

      1. jason wright

        SEC: “inconsistency. we can ignore this submission”bureaucrats will stoop to any excuse to have their way

    4. Vineeth Kariappa

      u serious abt whar ??

      1. jason wright

        Obama memo to Congress: “Congress, i want to go to whar”Congress memo to Obama: “Please find enclosed one parachute. good luck”

        1. Vineeth Kariappa

          parachute; made in china?

          1. jason wright

            naturally, silk.

          2. Vineeth Kariappa

            and the President’s attorney general/justice dept. has authorized spying on a fox new jouno n u.

        2. Kasi Viswanathan Agilandam

          that one made me laugh after a hectic weekend meets..good one.Obama memo to Congress: “not opining”Congress memo to Obama: “That is your opinion…now jump and see whether it opens”.

  3. JimHirshfield

    Glad to see you submitted your feedback. It feels good to comment, right? Let’s hope they make it a conversation.

    1. Matt A. Myers

      It could also feel pointless, though important to submit in case someone does actually care about they’re doing and come across it.

      1. JimHirshfield

        Right. Can’t hurt. Hopefully it helps.

  4. Dale Allyn

    Well done, Fred. Although I’d love to be optimistic, I have little faith that the voices of We the People will be heard (or at least respected). It’s important to provide that voice and I appreciate you doing so. If more people speak up (as in Stop S.O.P.A.) then we have a chance to influence the process.

    1. Dave W Baldwin

      If everyone would basically write a to the point like Fred to their rep/sen(s), post on twit encouraging followers to send that tweet to their reps would be good.

      1. Dale Allyn

        I agree, Dave. There must be enough mass though, so that they feel a sense of strong focus from the public, otherwise our “reps” work for lobbyists and corporate dollars, not us.

        1. Dave W Baldwin

          I’ll try to write up something that takes a couple of important quotes out of Fred’s post, would fit the Twitter spec and post it here and in tomorrow’s post.Gotta get some Lions Club things done. I’m PR Chair for our District and was informed kinda after the fact 😉

  5. Tom Labus

    Thanks, Fred. It was the right move and will help them get it right.

  6. Dave W Baldwin

    Thanks for doing it Fred. Love the signature.

  7. William Mougayar

    Good luck with it.Next one in line is to influence the FAA for allowing Unmanned Aircrafts Systems (Drones)

  8. Pete Griffiths

    Passive aggressive. 🙂

    1. Matt A. Myers

      Short and sweet.

      1. Pete Griffiths

        “If the SEC’s intention, with these proposed additional rules, is to neuter General Solicitation to the point that it is legal but nobody avails themselves of it, they will succeed.”I’m English. This is a tone I’m familiar with . 🙂

  9. Joe Wallin

    Fred, thank you for submitting. I hope the campaign that Naval has run at and the one @wac6 and I coordinated at… works!

  10. Guest

    Fred, thank you for submitting this comment. I hope the various campaign that are being run, including Naval’s at, and the one that @wac6 and I put together at, have some impact.

  11. Donna Brewington White

    Good on you, Fred. Thanks for doing this.What could they possibly be thinking!

  12. Adam Gering

    “If the SEC’s intention, with these proposed additional rules, is to neuter General Solicitation to the point that it is legal but nobody avails themselves of it, they will succeed.”Thanks Fred. My biggest concern, and that of a lot of people I’ve talked to, is that existing standard accepted practices of start-up fundraising, such as Demo Days, Pitch Events and Startup Events such as TechCrunch Disrupt will be interpreted by the SEC as General Solicitation; and thus many startups will be forced into the new rules regardless of their desire to engage in general solicitation.The SEC guidance on what constitutes general solicitation is extremely broad: “any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.”The SEC ought to narrow the definition of general solicitation to avoid targeting existing startup events; especially Hack-A-Thons and Startup Weekends (where a 15 day advanced Form D is impossible).IMHO the SEC ought to define and regulate types of general solicitation differently. It doesn’t make sense that Television advertising falls under the same regulatory rules as Twitter.