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A Model to LIONize 101<br />
other communities interested in setting up LION- like investment<br />
groups. It’s not hard to do. LION makes available on its web site<br />
its three key documents: a membership application for prospective<br />
investors, a membership agreement that lays out policies and<br />
procedures, and an investment opportunity submission form.<br />
But, Frazier warns, the model is not easily scalable. Each investment<br />
requires a lot <strong>of</strong> work; potential borrowers must be interviewed<br />
and their businesses vetted. And the investments aren’t<br />
very liquid—they can’t be fl ipped for quick pr<strong>of</strong>i t. “It really takes<br />
it back to the original model <strong>of</strong> investing. It’s all handshakes and<br />
getting to know someone and building trust before you invest,”<br />
says Frazier. “It’s not really effi cient so it’s forced to be small, to be<br />
person to person and to create community. That’s the beauty <strong>of</strong> it,<br />
in a way.”<br />
Kolff believes the LION model can work for any group <strong>of</strong> people<br />
who share a focused interest. These days, he says, “More and<br />
more people are saying, ‘We need to preserve our local small businesses.’<br />
If you took every single person in this county and said,<br />
let’s put 20 percent <strong>of</strong> your investments into local businesses, my<br />
god, the local wealth would be incredible.”<br />
Still, for all <strong>of</strong> its potential, LION operates in a sort <strong>of</strong> gray<br />
area, as far as securities laws are concerned. Unlike most private<br />
and angel investors, LION’s members are not necessarily accredited<br />
investors, who have the SEC’s blessing to wade into small, private<br />
deals that the agency considers risky. “We’re more going on<br />
the concept <strong>of</strong> the securities law exemption for non- public <strong>of</strong>ferings,”<br />
explains Frazier, who is a registered investment advisor.<br />
By that, he means the “private <strong>of</strong>fering exemption” under Section<br />
4(1) <strong>of</strong> the Securities Act. But what exactly constitutes a nonpublic<br />
<strong>of</strong>fering is open to debate. Frazier points me to a 1962 SEC<br />
ruling that attempts to clarify when such exemptions from registration<br />
are allowed. Traditionally, the private <strong>of</strong>fering exemption<br />
has been available for “bank loans, private placements <strong>of</strong> securities<br />
with institutions and the promotion <strong>of</strong> a business venture to a few<br />
closely related persons,” the ruling explains. So, as long as the<br />
potential investors have a preexisting relationship and familiarity<br />
with the <strong>of</strong>ferer <strong>of</strong> the securities, it can be considered a nonpublic