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WO2000051047A2 - Systeme integre de marches des capitaux pour petits emetteurs, avec encheres - Google Patents

Systeme integre de marches des capitaux pour petits emetteurs, avec encheres Download PDF

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Publication number
WO2000051047A2
WO2000051047A2 PCT/US2000/003493 US0003493W WO0051047A2 WO 2000051047 A2 WO2000051047 A2 WO 2000051047A2 US 0003493 W US0003493 W US 0003493W WO 0051047 A2 WO0051047 A2 WO 0051047A2
Authority
WO
WIPO (PCT)
Prior art keywords
auction
price
issuers
securities
unregistered
Prior art date
Application number
PCT/US2000/003493
Other languages
English (en)
Other versions
WO2000051047A8 (fr
Inventor
Steven A. Cinelli
Stephen D. Pelletier
Susan E. Woodward
Robert E. Hall
Original Assignee
Offroad Capital Corporation
Priority date (The priority date is an assumption and is not a legal conclusion. Google has not performed a legal analysis and makes no representation as to the accuracy of the date listed.)
Filing date
Publication date
Application filed by Offroad Capital Corporation filed Critical Offroad Capital Corporation
Publication of WO2000051047A2 publication Critical patent/WO2000051047A2/fr
Publication of WO2000051047A8 publication Critical patent/WO2000051047A8/fr

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Classifications

    • G—PHYSICS
    • G06—COMPUTING; CALCULATING OR COUNTING
    • G06Q—INFORMATION AND COMMUNICATION TECHNOLOGY [ICT] SPECIALLY ADAPTED FOR ADMINISTRATIVE, COMMERCIAL, FINANCIAL, MANAGERIAL OR SUPERVISORY PURPOSES; SYSTEMS OR METHODS SPECIALLY ADAPTED FOR ADMINISTRATIVE, COMMERCIAL, FINANCIAL, MANAGERIAL OR SUPERVISORY PURPOSES, NOT OTHERWISE PROVIDED FOR
    • G06Q40/00—Finance; Insurance; Tax strategies; Processing of corporate or income taxes
    • G06Q40/06—Asset management; Financial planning or analysis
    • G—PHYSICS
    • G06—COMPUTING; CALCULATING OR COUNTING
    • G06Q—INFORMATION AND COMMUNICATION TECHNOLOGY [ICT] SPECIALLY ADAPTED FOR ADMINISTRATIVE, COMMERCIAL, FINANCIAL, MANAGERIAL OR SUPERVISORY PURPOSES; SYSTEMS OR METHODS SPECIALLY ADAPTED FOR ADMINISTRATIVE, COMMERCIAL, FINANCIAL, MANAGERIAL OR SUPERVISORY PURPOSES, NOT OTHERWISE PROVIDED FOR
    • G06Q40/00—Finance; Insurance; Tax strategies; Processing of corporate or income taxes
    • G06Q40/04—Trading; Exchange, e.g. stocks, commodities, derivatives or currency exchange

Definitions

  • the invention is a process and system for raising capital
  • a computer network and process are used for presenting information, determining price, and executing transactions.
  • the invention assists firms to raise capital and assists investors in buying newly issued securities and m buying and selling shares in a secondary market. These methods could be used for both public (registered with the Securities and Exchange Commission) and p ⁇ vate (not registered with the SEC) securities. Some aspects of the system would require SEC approval for use with public securities.
  • outside equity capital for p ⁇ vate companies are individual investors and venture capital funds.
  • Investment banks also provide some outside equity for private firms, but they tend to handle only the very largest p ⁇ vate transactions (typically $30 million and up) and are considerably smaller total sources than venture funds or individual investors.
  • Venture capital is often thought of as the primary source of outside equity financing for companies seeking to grow large enough to raise capital m the public stock markets. This impression is mistaken.
  • venture funds While venture funds have high profiles, are well organized, and play an important role in the capital formation process, the funds provided by individual investors are substantially larger than the funds raised through venture capital.
  • a developing firm may choose to enter the public equity market to raise capital.
  • Venture funds will finance early stage companies with no tangible assets as well as more mature private companies with customers and revenues. Venture funds often monitor the managers of their companies intensively, require representation on the board of directors of the companies in which they invest, and structure their interest as preferred stock with restrictive covenants in order to protect their interests.
  • Venture capitalists provide a high level of service to the firms they finance, and charge high prices accordingly.
  • the minimum cost to the startup firm for venture capital financing is 20 percent of the investment (m the form of an equity interest given to the venture capitalists) and in many cases the cost is even higher.
  • New Institutions Garage.com is a new, Internet-based organization intended to support firms in the startup phase. It performs partly as a Venture fund and partly as a matchmaker for institutions and angels interested in investing m firms with ideas but without products producing revenue. Garage.com does not provide standardized, verified financial or other information about potential investments, nor does it provide any mechanism for pncmg or distributing shares in them. AngelTips.com operates mainly as a matching service. Neither of these web sites operates a market m private equity capital
  • Our invention is an advance over existing methods for raising private equity in another important way, relating to the determination of the selling price of the equity.
  • the price is determined through negotiation (m the case of venture financing) or is set by the issuing firm (in the cases of angel investing or traditional investment banking).
  • the price is not influenced directly by the amount of investor interest.
  • there can be shortages of equity when investors wish to purchase more shares at the stated price than the issuing firm chooses to make available The same problem arises frequently m IPOs. Investors clamor for access to desirable IPO shares.
  • the Arizona Stock Exchange (AZX) runs a single price call auction in securities listed on various national exchanges. This system is available to institutional traders only. AZX takes firm bids from investors to buy and sell shares, and uses these bids to find a price that equates buying and selling interest across all participants.
  • the AZX system has the following characteristics (1) all investors can see all of the aggregated bids and offers, but cannot see individual bids and offers, and thus cannot tell whether any particular segment of demand or supply represents a single customer order or a number of orders, (2) a fixed closing time, (3) all bids at market price or better are ranked by time alone to determine which ones are filled — a late- entered purchase bid may not fill even if it is priced better than market.
  • W.R. Hambrecht has introduced a Dutch auction for registered secu ⁇ ties sold in an initial public offenng.
  • Hambrecht' s system has been used only for public offerings registered with the SEC.
  • the Hambrecht system is entirely sealed bid, with no price or volume of trading feedback during the auction.
  • Hambrecht's auction also has a precise ending time with no extensions to allow bidders who are outbid to return and bid higher.
  • Single-price call auctions are used four times a day in the Tokyo stock exchange, at the open and close of the morning and afternoon trading sessions. More than half of the total trading volume in the exchange occurs in the auctions Only professional traders are permitted to participate — retail customers can take advantage of the auctions only by placing orders with brokers. Information about bids is available to bidders du ⁇ ng the auction process and the auction ends at a fixed time.
  • the U S Treasury operates single-price auctions when it issues new debt instruments No information is provided to bidders as bids accumulate — the auction is strictly sealed bid, closed book This auction format is appropriate for government debt markets, but not for private equity, where bidders gam from learning about the trading interests of others
  • One aspect of our invention is a process that supports: (a) an initial review, analysis and structuring of transactions on behalf of issuers, which includes methods of aggregating and assembling information in order to facilitate review and analysis; (b) methods and means of disseminating relevant information to a qualified network of investors, (c) facilitation of dialog among investors and between investors and the issuer on a timely basis; (d) managing a pricing and allocation process to establish a market price and to allocate secu ⁇ ties to investors willing to pay the market pnce; (e) establishing standards of required post-transaction information and disseminate such information from issuers to their investors efficiently; and (f) on a regularly scheduled basis facilitating the investor's desire to sell holdings of an issuer's secu ⁇ ties.
  • Another aspect of the invention is an exchange offer mechanism providing a venue and method for the resale and or refinancing of secunties.
  • the invention provides a method and apparatus for prospective investors around the world to review, assess, participate in dialog, to communicate a binding purchase bid for investment opportunities, and to purchase primary securities offered by issuers.
  • the invention also provides a method and apparatus for issuers to communicate, on a global basis, salient and reliable information regarding the issuer, the securities offenng, its management, histo ⁇ cal and projected manage ⁇ al and financial performance, to assist investors in deciding whether to purchase some portion of the offenng.
  • the invention provides a system to make this information available efficiently to a large number of investors. Further, the invention provides investors, m an efficient and standardized fashion, a means to review and assess a far greater number of offe ⁇ ngs than is available via existing systems.
  • the invention is therefore a highly effective system for facilitating bilateral commerce, that is, to create a market. It improves the ability of issuers to reach investors qualified to purchase the issuer's offerings, and improves investors' ability to find offenngs. It is the goal of the present invention to provide a system to connect a large numbers of qualified investors with sellers (issuers or earlier investors), and assist them in completing transactions that are significantly more efficient than those made with present means.
  • the invention provides a systematic method for accepting bids from buyers and sellers, storing the information, displaying the status of the offenng, determining a tentative p ⁇ ce and communicating it to current and prospective bidders, notifying bidders when their bids cannot be filled without the bidder setting a more favorable price, and terminating the auction after a period when there has been no substantive bidding activity.
  • a particular advantage of the invention is that bidders may state their purchase bids in terms of an amount of money (e.g., the number of dollars) to be invested.
  • the invention also provides a system for distributing shares to successful bidders and collecting the corresponding funds.
  • the invention provides a secondary market for securities, where the owners of securities can trade with other investors using the system.
  • Figure 1 is a block diagram depicting an example of an investor network and database construction portion of an embodiment of a system according to the present invention.
  • Figure 2 is a flowchart depicting an example of a process for building an investor network and database according to an embodiment of the present invention.
  • Figure 3 is a block diagram depicting an example of an investment database construction portion of an embodiment of a system according to the present invention.
  • Figure 4 is a flowchart depicting an example of a process for building an investment database according to an embodiment of the present invention.
  • Figure 5 is a block diagram depicting an example of an embodiment of a Offenng
  • Figure 6 is a block diagram depicting an example of an embodiment of a Virtual Road Show portion of a market system according to the present invention.
  • Figure 7 is a block diagram depicting an example of an embodiment of a P ⁇ ce determination portion of a market system according to the present invention.
  • Figure 8 is a flow chart depicting an example of an embodiment of an Auction portion of the market system shown in Fig. 7 according to the present invention.
  • Figure 9 is a flow chart depicting an example of an embodiment of an Auction with four phases accordmg to the present invention
  • Figure 10 is a flow chart that illustrates an embodiment of a method for p ⁇ ce determination m an auction according to the present invention.
  • Figure 11 is a chart showing the rules for filling bids when they specify prices equal to the auction price.
  • Figure 12 is a block diagram depicting an example of an embodiment of a Closing portion of a market system according to the present invention.
  • Figure 13 is a block diagram depicting an example of an embodiment of a Reporting portion of a market system according to the present invention.
  • Figure 14 is a block diagram depicting an example of an embodiment of an Exchange
  • the offerings are governed by the United States Securities and Exchange Commission's Rule 506 of Regulation D of Section 4(2) of the Securities Act of 1933. This rule preempts blue sky registration in the United States, as long as the Offerings are sold to accredited investors, as defined by the United States Securities and Exchange Commission.
  • the attributes of accredited investors include certain income and net worth levels and imply a level of sophistication or understanding regarding financial and investment matters.
  • a secure electronic network links accredited investors with each other and the system of the invention, which delivers information on behalf of issuers to the network.
  • the present invention is preferably embodied as a computer program developed using an object o ⁇ ented language that allows the modeling of complex systems with modular objects to represent real world objects and their interrelationships. Examples of such objects would include money and corporate assets.
  • object o ⁇ ented language that allows the modeling of complex systems with modular objects to represent real world objects and their interrelationships. Examples of such objects would include money and corporate assets.
  • relatively abstract techniques are preferably used to implement or execute the present invention, it would be obvious to one of ordinary skill in the art that the invention as described herein can be implemented in many different ways using a wide range of programming techniques as well as general purpose hardware systems or dedicated controllers.
  • the output of the system of the present invention can be in the form of printed or electronic reports or displays that direct users or electronic components to execute further actions.
  • the present invention facilitates the establishment and operation of a comprehensive framework for a capital market system, enabling companies to raise capital funds from a secure, pnvate network of accredited investors who seek to purchase the unregistered securities of the companies. More specifically, the present invention provides the processes and systems to support the market, including participant registration and accreditation, development and contents of financing memoranda and other offering materials, electronic distribution of information to the network, an auction protocol for setting price, standardized pe ⁇ odic disclosure and investor reporting, and a secondary market for the shares.
  • Fig. 1 is a block diagram illustrating the components used in the process for building an investor network 120 and an associated investor database 122.
  • Rectangular shapes represent processes or systems of the invention
  • circular or oval shapes represent data repositories or information sources
  • diamond shapes represent decision points
  • connecting lines ending m arrow heads represent information or control flows between the processes, systems, data repositones, information sources, and decision points in the indicated direction.
  • the general public 100 is exposed to various marketing processes including Direct Marketing 102, Brand Building 104, and Indirect Marketing 106.
  • the Individual Investor Universe 108 is identified and defined from among the general public 100.
  • potential investors wishing to participate in the system of the present invention provide their information to enter the Registration Process 110.
  • a potential investor completes an application, which among other things, certifies that the investor is accredited m compliance with the SEC definition.
  • the application is completed either in electronic or paper form, with an applicable signature, and is reviewed for completeness and integrity.
  • a determination is made whether the applicant is accredited 1 14. If not, the application is rejected 112.
  • an Investor Profile object representative of the investor is created 118. Additionally, eligible institutional investors 116 are offered the opportunity to participate in the system and representative objects are likewise created for them 118.
  • an account identifier and a password are assigned to the investor's object so that the investor, individual or institutional, can access the Market system and be uniquely identified withm the Market system.
  • An investor network 120 within the Market system enables communication between the investors and the system. Cryptographic protocols and other encryption technology are used to authenticate the identity of the Investors and ve ⁇ fy all communications between the Investor and other participants in the system.
  • the invention protects the anonymity of Investors through the use of identification keys.
  • the Investors' Profile objects and associated identification keys are stored in an Investor database 122 controlled and secured by a central server. To insure that Investors are accredited at the time of a respective investment, a preferred embodiment of the present invention requires the Investors to reaffirm their status as being accredited upon each access of the Market system, before they can actually gam access.
  • An additional feature of the invention is the ability to store Investors' preferences m the Investor database 122 as to Offering types, purchase sizes and other Investor profile information.
  • Step S 1 the Individual Investor Universe is identified using various marketing processes.
  • Step S2 institutional investors wishing to participate in the system of the invention are identified.
  • Step S3 potential investors are qualified. In the preferred embodiment, an investor is deemed qualified if he or she meets the requirements of the SEC's definition of accredited discussed above.
  • Step S4 Investor Profile Objects are created for the qualified investors. These objects represent the investors and provide a common model having predefined parameters, for all investors to interact with the Market system of the present invention.
  • Step S5 the Investor Profile Objects are stored in the Investor database 122.
  • Step S6 Investors represented by Investor Profile Objects are given access to the system. The Investors are allowed to communicate with the system and each other via the investor network 120 within the system.
  • FIG. 3 a block diagram illustrating an example system for constructing an investment database according to a preferred embodiment of the present invention is depicted.
  • One of the business objectives of the present invention is to sell Offerings of Issuers (Investments) to Investors, disseminating sufficient information to Investors to facilitate their respective purchase decisions.
  • Issuer candidates are reviewed and analyzed to identify potentially successful companies.
  • the population of all companies 200 are exposed to extensive marketing programs 202, 204, 206, to identify the target company universe 208 of maximum size. Withm the target company universe 208, a large number of Issuer candidates that enjoy a predefined set of desired characteristics are to be reviewed before any are selected to participate in the Market system of the present invention.
  • the predefined set of desired characteristics would preferably include, but are not limited to, historical and projected revenue growth rates, quality of management team, and compelling business strategy.
  • the candidate is assigned an account identifier, a password, and a secure, bi-directional communications vehicle such as a Web-page identified by a unique Internet World Wide Web Universal Resource Locator (URL) 210.
  • a Issuer candidate can submit requested information electronically.
  • Issuer candidates are represented m the system of the present invention using objects.
  • an Issuer candidate object is created 212 and stored m an Issuer database 224.
  • the Issuer candidate objects m the Issuer database 224 are repositories for all the information gathered about the Issuer candidate by the system.
  • the invention makes use of a multi-stage information gathering process to define the Issuer candidate objects.
  • a multi-stage information gathering process to define the Issuer candidate objects.
  • a series of three proprietary templates e g. Template I, Template II, and Template III
  • Template I, Template II, and Template III can be used to specify the specific information needed for the system at the appropriate stage of the information gathering process.
  • Template I would preferably request preliminary information regarding the Issuer candidate, and is preferably presented electronically to the system of the present invention 212.
  • Template I would preferably be electronically distributed to a group of pre-selected individuals to assess the me ⁇ ts of the Issuer Candidate's basic business, to determine if the consideration of the Issuer candidate should progress further.
  • the group of pre-selected individuals would preferably include certain Transactors, who preferably are financial and banking professionals skilled in the art of finance and securities transactions.
  • the members of this group are called Intellectual Capital Analysts ("ICAs") They provide commentary on the business, its model and opportunity, and its respective industry, returning such commentary electronically to the system for review 214.
  • ICAs Intellectual Capital Analysts
  • the Issuer candidate is informed that it will not be permitted to participate in the system of the present invention 218 and the Issuer candidate maybe referred to another source of capital.
  • the ICAs' assessment is based upon a review of a predefined set of desired characteristics that would preferably include, but are not limited to, historical and projected revenue growth rates, quality of management team, and whether a compelling business strategy is present.
  • the system will issue, either electronically or m paper form, a formal engagement letter 220 to the Issuer candidate for execution.
  • the formal engagement letter preferably sets forth the terms and conditions of the services to be rendered, including the consideration to be rendered upon completion of the service.
  • Template II would be displayed to the Issuer candidate, with such a template preferably requesting more extensive detailed information regarding the Issuer candidate 222
  • the information that would be included in a preferred embodiment is- co ⁇ orate history, product desc ⁇ ptions and strategies, histo ⁇ cal and projected financial data, manufacturmg/dist ⁇ bution/marketing efforts and strategies, competitive and comparative positioning, and management backgrounds
  • Such information would preferably be compiled by the Issuer candidate, and submitted electronically to the system, and routed into category-specific databases 224 and the approp ⁇ ate Issuer candidate object
  • Transactors would receive and review the information, while commencing and compiling financial and other analyses (including the findings of outside advisors, consultants, and accountants, leading to a recommended structure and pricing displayed in the form of a memorandum (Transactor Recommendation).
  • the Transactor Recommendation would be submitted electronically to an Investment Committee for discussion and ultimately, approval 228 or decimation 2
  • Step S7 a target company universe is identified using various marketing processes
  • Step S8 an identifier is assigned to Issuer candidates and m Step S9, Issuer candidate Objects representative of the Issuer candidates are created.
  • Step SIO the Issuer candidate Object is further defined and then subjected to a Preliminary Screen Process to determine if certain predefined cnte ⁇ a are met.
  • Step SI 1 a determination is made and if the Object lacks the desired characteristics, the Issuer candidate is referred away to another capital source in Step SI 6. If on the other hand, it is determined m Step SI 1 that the Issuer candidate Object is acceptable, an Engagement process is executed m Step SI 2.
  • the Engagement process includes further definition of the Issuer candidate Object and a commitment to a service agreement between the Issuer candidate and the system of the invention
  • Step SI 3 the Issuer's candidate Object is stored in an Issuer database.
  • a further stage of information gathe ⁇ ng occurs in Step S14 before a decision is made by the system to bring the Issuer candidate to market. If the Issuer candidate does not receive approval, the system directs the candidate to another source of capital m Step SI 6. If, based on the Issuer information gathered up to this point, the system decides to approve the Issuer, the Issuer is brought forward to the market portion of the system m Step SI 5.
  • the Offering is the set of secu ⁇ ties to be issued by the Issuer Company
  • the Offering Memorandum would preferably be in the form of a standardized series of web pages, designed to convey information on the Issuer and its Offenng to the Investors 230. Included Web Pages would include a descnption of the Issuer's business activities, history, management, strategy, histo ⁇ cal and projected financial information, and the terms of the Offenng.
  • the Transactors would assist the Issuer m the production and editorial process. In a preferred embodiment the drafting and revision process would occur electronically using web pages.
  • Certain web pages would provide links to other web pages within the Memorandum in order to facilitate Investors desire to read and analyze such Memorandum information in their preferred sequence, not necessarily in the order presented.
  • the Issuer would make available other information on separate Web pages, such as access to its own web-site and collateral materials (collectively, "Company Statement"), which would be available with the Offering Memorandum on the Issuer's Deal Page 322 discussed below.
  • Template III would preferably be provided to the Issuer.
  • the Issuer is preferably requested to provide additional support documentation and information, as well as assert certain selected disclaimers and representations provided by the Transcactors regarding the Offering.
  • This additional information is intended for the Investors to use as part of their own analysis and due diligence review 231.
  • the additional support documentation and information preferably includes the Issuer's charter and other legal documents, financial audits and opinions, and other disclosures deemed approp ⁇ ate to substantiate, ve ⁇ fy, and or clanfy the information contained in the Offering Memorandum. These materials would be sent electronically and placed in a database by the Market system server and become available to secured and authenticated review by the Investors 270.
  • the Offenng Process is desc ⁇ bed with reference to a block diagram depicting an example of an Investor interface portion of a preferred embodiment of the system of the invention.
  • the Investor Through a publicly accessible web-site entrance 232, the Investor is preferably required to log in to the system using the Investor password and identification, to authenticate his or her identity 118.
  • the Investor Upon access, the Investor is able to review general information regarding the Market system of the present invention and other information of interest, including a series of Offerings 268 by various Issuers Additionally, other information such as background on the system of the invention 234, 236, 238, 240, investor relations assistance 242, 244, 246, 248, Investor account information 250, 252, 254, and a calendar of events 258 will preferably be included and available via the web site 232.
  • the Investor interested in reviewing additional materials regarding a specific Offering found among the current Offerings 268 will be directed to an Issuer's summary page 302, 304, 306, 308, which will briefly describe the Issuer and its Offenng in general terms.
  • the Investor desiring to see further information regarding an Offenng will request access to a Deal Page, but pnor to seeing the Issuer's actual Deal Page, the Investor will be required to execute an Electronic Non-Disclosure Agreement (NDA) 310.
  • NDA Electronic Non-Disclosure Agreement
  • the NDA preferably states that the Investor will be reviewing non- public, confidential information regarding the Issuer and represents that the Investor will not disclose such information, nor use such information in any way other than to evaluate a participation in the Offenng.
  • the Investor agrees to the NDA 312 and electronically executes it, the Investor is permitted to proceed to the Deal Page of the particular Issuer selected. If Investor chooses not to execute the NDA, he or she is returned to the Home Page 314. The Investor with questions relative to the NDA is directed to contact the system's customer service function 316.
  • the system of the invention Upon executing the NDA, the system of the invention will immediately record this information and electronically send an Investor Profile to the Issuer to inform the Issuer of the identity of the Investor 318.
  • the Issuer would at this point have the opportunity to either grant or deny the particular Investor access to the Issuer's Deal Page 320.
  • access to an Issuer's Deal Page would preferably be electronically controlled by the Issuer via the system of the invention. If access is denied by the Issuer, the system will electronically prevent access of the information by the particular Investor 320.
  • the Deal Page would preferably include various unilateral 324 and bilateral 326 sources of information for an Investor's review. This information found in the Issuer's Deal Page is referred to as the Issuer's Virtual Road Show 322 (VRS). Unilateral 324 and bilateral 326 sources refer to the type of information presented in the VRS 322.
  • a unilateral source is static throughout the Offenng process.
  • a bilateral source is dynamic during the Offering process m that it is subject to new input from the Issuer, other Investors, or the system of the invention.
  • the unilateral sources preferably include information from the system's database 270 such as: the Offenng Memorandum 330 including the Company Statement 328 and Opinions 332.
  • Opinions 332 will preferably include various legal, accounting and other related disclaimers regarding the activities and legal liabilities of the system of the invention with respect to the Offenng.
  • the bilateral sources largely involve the Investor Community 336, a hosted newsgroup, where Investors and Issuers may engage in electronic and other discussions regarding the Issuer and the Offenng. Such discussions including management interviews would be conducted by email, telephone, and video teleconferencing. Text based discussions would be chronicled and non-text based discussions would be transcribed verbatim and then chronicled All chronicled information is then preferably stored m the system's database 338 for later, discretional access by Investors, the system, and other approp ⁇ ate parties (such as Securities Regulators).
  • the restriction on pnntmg would be enforced using software that includes a personalized watermark on all printouts.
  • the watermark would inco ⁇ orate the specific Investor's name.
  • any information printed from any of the web pages would contain the personalized watermark of the Investor.
  • applicable legal and securities non-disclosure and disclaimer language would preferably be included.
  • document distribution software such as Adobe Acrobat available from Adobe Systems of San Jose, California could be used to limit which VRS materials are actually pnntable.
  • an on-site visit 334 to the Issuer's facilities would preferably be arranged and facilitated by the system of the present invention.
  • communications regarding and du ⁇ ng the visit will be audio and/or video recorded, transc ⁇ bed, chronicled, and stored in the system's database 338 for later Investor retrieval and review.
  • Fig 7 a block diagram depicting an example embodiment of an auction portion of the system of the present invention is explained as it would be used for an offering by an issuer.
  • the Offering Period is the time an Offering is available for bidding by Investors During the Offering Period, an Investor may submit a Bid, via the Investor Network 120, indicating the number of shares or the dollar amount the investors wishes to buy and also the maximum price the investor is willing to pay 402.
  • the system of the invention then assigns a unique tracking number to the Bid 404 and stores it in the Bid Database 405 With multiple Bids from multiple Investors, the system conducts an electronic single price call Auction Such an Auction accumulates Bids over the Offering Period 414 and closes the bidding at a single price for all shares, balancing the demand and supply of the Bids and the available Offering 412
  • the use of a call auction mechanism results in a fair allocation of the securities to the bidders in the event that the total volume of bids exceeds the volume of securities m the Offering
  • the "volume of bids" denotes the number of shares that inventors would receive at the offering price, calculating the number of shares m the case of bids stated m dollars as the number of dollars divided by the pnce.
  • An important feature of a preferred embodiment of the invention is that the current auction price and volume are continuously displayed du ⁇ ng the offenng process to the Investor 410.
  • Bids are for a specified number of shares or for a specified dollar investment.
  • An important feature of the preferred embodiment of the invention is the provision for bids specifying the dollar amount of the investment. With this type of bid, the Investor is not required to invest more dollars if the auction pnce turns out to be high. Instead, the Investor receives proportionally fewer shares.
  • bids may not be canceled.
  • the Offenng is described by three quantities.
  • First is the Offering Price, the minimum price acceptable to the Issuer.
  • Second is the minimum number of shares offered.
  • Third is the maximum number of shares offered. The difference between the minimum and the maximum number of shares offered is called the shoe
  • the auction can have three outcomes. First, if the total volume of bids lies between or is equal to the minimum or the maximum number of shares offered, all orders are filled at the offenng p ⁇ ce. Second, if the total volume of bids exceeds the maximum, the invention finds a market price and an allocation of securities according to the rules desc ⁇ bed below. Third, if there is inadequate Investor interest and the total volume of bids is less than the minimum in the Offering, the offer is withdrawn, the auction is canceled, and no bids are filled.
  • each investor receives a number shares equal to the number of dollars in the bid divided by the offering price. For example, if an investor specifies a total dollar amount of $50,000 and the initial offenng price is $5 per share, that investor will receive 10,000 shares.
  • a successful bidder receives a number of shares equal to the number of dollars m the bid divided by the auction pnce. If the dollars bid were $50,000 and the auction price $10, the bidder would receive 5,000 shares. We describe the determination of successful bidders below.
  • the investor does not pay her maximum pnce but, rather, pays the pnce determined m the auction (the Auction P ⁇ ce), which is usually lower than her own maximum price.
  • the auction P ⁇ ce the auction
  • the investor should specify a maximum price that is well above the offering price or the current auction price.
  • This high maximum pnce gives the investor a strong position, as the p ⁇ o ⁇ ty depends first on the maximum price and second on the time when the bid is placed.
  • the auction price will be even above the maximum price specified in the bid, m which case the investor would be required to later revise her maximum pnce to a higher level m order to have a chance at participating the offenng.
  • the p ⁇ ces bid by Investors are multiples of a unit called the tick. For example, if the tick is $.25, bid pnces will be $5 25, $5.50, and so on. Bid prices may not lie between ticks — for example, a bid price of $5.17 would not be allowed with a tick of $.25.
  • the tick will preferably be set to a value of around 3 percent of the price, for example, 10 cents per share an Auction where the Offering pnce is expected to be in the range of $3.00 per share.
  • the tick may be widened 416 m order to encourage bidders to reveal their trading interest early and also to prevent late bidders from gaming priority over earlier bidders for only a small difference m pnce.
  • a Bid is not in the acceptable range 422, the Investor may re-bid 424. Indicated auction price and volume are continuously displayed until the auction ends, at which time they become final. The final auction price will be set so that the demand for shares equals the supply of shares.
  • the demand for shares is the number sought by all Investors whose bid prices are at least as high as the auction p ⁇ ce. For bids stating a dollar investment, the number sought is the amount of the dollar investment divided by the auction p ⁇ ce
  • the supply of shares is the maximum number of shares offered by the Issuer.
  • the bidders who have bid pnces equal to or greater than the price have their bids accepted, with all successful bidders paying this same p ⁇ ce, the Auction Pnce for the Offering.
  • the invention will issue an electronic confirmation 428 of the accepted bid 422, prepa ⁇ ng the Investor for settlement.
  • Auction Price (and not higher) will be filled.
  • these Investors will be filled in the order of the time of their bids.
  • bids are ranked first by price pno ⁇ ty, and then by time p ⁇ o ⁇ ty among the bids at the market pnce found in the auction.
  • Time priority provides an incentive for investors to specify their true maximum price when the bid is first entered, rather than raising it later.
  • any other priority system including pro-rata rationing or random choice, may be employed.
  • price has absolute priority — the priority rule is used only for bids specifying maximum prices equal to the auction price
  • These rules define an auction that encourages participants to bid the values that they place on the securities being traded, and to place their bids early, and thus encourages the maximum amount of mutually beneficial trade. While the auction provides an incentive to bid early, it allows for late bids as well.
  • allocation refers to the determination of which bids are accepted. An accepted bid is said to be. filled As noted, all bids that specify maximum prices higher than the auction price are filled and are m the allocation. Bids specifying exactly the auction price are filled in order of p ⁇ o ⁇ ty. As the auction progresses, the allocation changes as new bids are entered. Bids are actually filled after the conclusion, based on the allocation at the time of the conclusion.
  • Fig. 8 summarizes a method for determining the price of an Offering's shares via an Auction according to a preferred embodiment of the present invention.
  • the Tick is set to a small percentage of the offering p ⁇ ce.
  • Step SI 8 Investors submit binding bids via the Investor Network. Each bid includes a specification by the investor submitting the bid of the total dollar amount she desires to invest m the offering or the number of shares. In one embodiment, the investor must specify a dollar amount that is at least $25,000.
  • the investor specifies a maximum p ⁇ ce that the investor is willing to pay per share. Later, the investor is given the opportunity to raise the maximum p ⁇ ce, if the allocation reaches the point that the bid will not be filled.
  • Step SI 9 the Bids are assigned identification numbers and are time/date stamped.
  • Step S20 the system of the present invention determines whether the maximum price of each of the Bids is at or above the current price. If not, it is rejected and the Investor is given an opportunity to bid again in Step S21.
  • Step S22 If the Bid is accepted, it is recorded in the Bid Database in Step S22. The Investor receives an acknowledgement that the Bid was accepted. In Step S23, as the Offering Period runs, the Tick increment can be increased. In Step S24, the current auction price is calculated as desc ⁇ bed in detail below As more Investors make competing bids, the price, which is continuously displayed, may be driven upwards.
  • Step S25 as the price increases, Investors whose Bids have been su ⁇ assed by the price, are notified that their bids have been bumped The bumped bids have dropped out of the allocation accordmg to the rules of price and time priority Investors with bumped Bids are given a chance to re -bid via Steps S21 and SI 8
  • the system continues to loop through Steps S18, S19, S20, S22, S23, S24, S25, and S27 until the Offenng period ends in Step S27.
  • Step S27 the Final auction Price has been established m the last execution of Step S24.
  • the accepted bids are filled in Step S29. All bids specifying maximum prices above the Final P ⁇ ce are filled. Bids specifying maximum prices equal to the Auction pnce are filled m order of age, oldest first. Age is determined by the time when the maximum pnce was last increased, if the Investor has re-bid.
  • Step S31 the system of the present invention provides the Investors with successful Bids confirmation that their Bids will be filled.
  • Step S32 the system facilitates the actual closing transaction as descnbed below.
  • Fig. 9 a block diagram depicting an example embodiment of four phases of an auction portion of the present invention is explained.
  • the system accepts bids without reporting the volume of the bids.
  • This phase called pre-ordertng, lasts for a predetermined time, such as a week (Step S41).
  • the ordering period starting at Step S42, all of the steps shown m Figure 8 occur, including the reporting of the current auction price and volume.
  • the second phase ends after a predetermined amount of time such as 4 weeks (Step S43) if volume does not reach the minimum, and the offenng is withdrawn (Step S44). If, after the predetermined time (e.g., 4 weeks), volume is between the minimum and the maximum (Step S45), the offenng is concluded and all bidders are filled at the offering price (Step S46).
  • the third phase the auction extension begins (Step S48). During the Auction Extension, all of the steps shown in Fig.
  • the process enters the Extension Speedup phase, Step S52, which is the same as the Extension phase, except that the quiet pe ⁇ od without any bumps needs to be only a shorter period, such as 4 hours, to conclude the auction.
  • the hours referred to here are preferably between 9 am to 9 p.m
  • bidders who are bumped have specified periods in which to re-bid, such as 12 hours during the extension period and 4 hours during the speedup period
  • the extension period could end in the time specified at Step S49.
  • the bidders so notified are all bidders who have bid pnces lower than the auction pnce going into the extension period, plus bumped bidders whose maximum prices are equal to the auction price but have inadequate time p ⁇ ority to be filled, plus perhaps one bid that is partially bumped
  • the tick or bid increment may be fattened (made larger) during the extension phase or the speedup phase.
  • a fatter tick implies it takes fewer price increases to reach the final price.
  • all bidders can raise their maximum prices at any time dunng the extension period or the speedup pe ⁇ od.
  • only investors whose bids have been bumped can adjust their maximum prices during those periods.
  • the auction When the auction is used to support a secondary market, participants can enter sales bids as well as purchase bids. Sellers can place bids to sell specified numbers of shares at a price at least as high as a minimum specified in the bid.
  • the auction is used to place an initial offering, as in our earlier discussion, there is, in effect, a single bid to sell, in which the minimum pnce is the offering price and the number of shares is the maximum size of the offenng.
  • the auction system described above will function with sales bids as well as purchase bids.
  • the only additional aspects of the system with sales bids are to specify the rules for entering and altering bids during the various phases of the process.
  • sale bids can be entered in the system freely.
  • Sale bids can be changed du ⁇ ng the extension periods by lowering their minimum prices The auction ends dunng the extension phases when the specified period, such as 12 hours, has elapsed without any change m the auction allocation — that is, no buyer and no seller has been allocated either greater or fewer shares.
  • the auction price is calculated to the penny rather than being rounded to the nearest tick.
  • the price is rounded up to the nearest higher tick. In this case, the auction may result in some unallocated shares.
  • the price is rounded down to the nearest lower tick. In this case, the auction may result m an allocation of more shares to purchasers than are available.
  • the mop-up process to be described later may be able to deal with the gap between allocated and available shares.
  • the auction price satisfies the following conditions, which make precise the concept of demand being equal to supply: 1.
  • the number of shares desired by investors equals the number of shares offered. (The number of shares desired by purchasers is the total dollars bid by all purchasers placing dollar bids whose maximum prices are at least as high as the auction price divided by the auction price, plus the number of shares bid by purchasers placing bids with specified numbers of shares whose maximum prices are at least as high as the auction price), OR
  • the Auction Pnce is determined by calculating the price that satisfies one of these mutually exclusive conditions.
  • a specific method for finding the auction pnce m accordance with one embodiment is shown m Fig. 10
  • the auction price is determined as follows:
  • V l be the dollar amount, in the case of a dollar purchase bid, or zero otherwise
  • D t be the number of shares sought by a buyer, the case of a purchase bid specifying a number of shares, or zero otherwise
  • S be the number of shares offered by a seller, m the case of a sale bid, or zero otherwise.
  • p r be the maximum price willing to be paid by a buyer or the minimum p ⁇ ce acceptable to a seller, per share.
  • Step 1 Sort the bids by price from lower to higher and compute excess demand at each pnce (854).
  • step 856 find the highest bid price, P j , where excess demand is not negative: X(p t ) > 0 .
  • Let j_ be the bid number and let p p t be the price.
  • Step 5 (862): If X(p) ⁇ - ⁇ + D t , terminate with the auction price p* p .
  • Step 7 (866): Calculate V D x , and terminate with
  • a mop-up is conducted.
  • an investor has received a partial fill and would rather have no shares, an attempt is made to find another investor willing to take those shares at the auction price paid by all investors. If there are additional shares available but not sold during the offering, then these shares are offered to all investors at the auction price.
  • a closed-book auction bids are collected during a specified period without disclosing any information to any bidder about the bids submitted by other bidders.
  • bidders can see information about the individual bids made by others. Auctions may disclose limited information and thus fall between the closed and fully open versions.
  • An advantage of a closed book is that bidders have no opportunity to behave strategically. In particular, a bidder has no incentive to hang back, either by bidding late or by bidding an amount less than his or her true maximum. Actual experience with computer-based auctions at eBay.com suggests that this type of behavior is common when the book is open.
  • a disadvantage of a closed book is that bidders cannot learn from the bids of others, and also no one can learn that a deal is poised to be sold for a low price and thus attract new bidders to the auction.
  • bidders appear to gam substantial information from the participation of other investors.
  • the information disclosed is (1) the fraction of the offering that is sold and (2) the price at which the offering will sell if no additional bids are entered. This information is updated continuously during the period when bids are collected, as follows: In response to an inquiry, show the auction price that would result if the auction were closed on the basis of the bids submitted thus far After each bid, the auction price and allocation are determined ( Figure 10) and it is disclosed to the bidder whether her bids would be filled, fully or partially, based on the current bids (but this or any other information about individual bids to others is not revealed to others). Finally, the bidder is shown the price that the bidder would need to bid in order to ensure participation in the auction, on the basis of current bids If bidders are bumped out of the auction as new bids come in, these bumped bidders are notified.
  • all subscribers to the capital market system are provided access to current p ⁇ ce information.
  • the goal of the open auction is to allow price and the trading interest of others to attract more interest to the auction. Given this goal, it is useful to give potential investors access to a brief description of the issuing company and information about p ⁇ ce and the level of interest.
  • the demand curve is computed and displayed to system managers, though this information is generally not revealed to investors or to the sales force. The demand curve has price on the vertical axis and number of shares on the honzontal axis. Let D(p) be the total dollars bid by investors whose maximum prices are/-> or higher.
  • the graph is started at the point (0, p ) for the highest maximum price among all purchasers. Then a horizontal line is drawn to the point (D(p)lp,p). Then, a curve (D(p)lq,q) forp* ⁇ q ⁇ p, is drawn, where p* is the next lowest price. Then, a horizontal line is drawn to the point (D(p*)/p*,p*), and so on.
  • the supply curve is drawn.
  • the supply curve has a honzontal line at the offering p ⁇ ce from the minimum to the maximum number of shares offered, and then a vertical line up to the highest relevant price.
  • Allocation A determination of the number of shares to be provided to purchase bidders and to be accepted from sale bidders, according to the method of
  • Extension penod Period when no new bids are accepted in the auction, but earlier bidders can alter their bids m order to remain m the allocation
  • Tick A quantity, such as $ 25, such that bid prices are stated as a multiple of the tick, such as $3.00, $3.25, and so on Volume
  • the system of the invention facilitates the transaction, with appropnate legal counsel, by creating a record of the auction allocation (including the identity of each successful participant in the auction and the price of each allocated security), issuing the Issuer's secu ⁇ ties, and handling the receipt and disposition of Investor purchase consideration 504.
  • the transaction is documented via a Securities Purchase Agreement (hereinafter "SPA") 502, which has been standardized, and generally allows for only financial terms to be altered or amended.
  • SPAs are accessible m generic form to the Investor Network for review via the system's Web-site 270.
  • the SPA When applied to a specific Offering, the SPA is completed by appropnate legal counsel, and disseminated online to the Investors participating m the purchase of the Offering. Available to the Investor through the Deal Page is an annotated version of the SPA, reflecting the differences between the generic form and Offering specific form. Throughout this process, the authenticity procedures insure that only the participating Investors receive and execute the SPA. Reporting after an Offering
  • Fig. 13 a block diagram depicting an example of a preferred embodiment of a Reporting portion of the system of the present invention is described.
  • each new Issuer 602 is preferably required to provide detailed financial and managenal reports to each Investor that purchased a portion of the Offering of the Issuer.
  • the nature and depth of this reporting is atypical for private (unregistered) securities, but an important element of the present invention.
  • Our invention adapts processes for reporting to shareholders that apply currently to public equity. Every company that has registered securities is required to file certain pe ⁇ odic reports with the SEC. Generally these reporting requirements apply to a company so long as its secu ⁇ ties remain registered under the Securities Exchange Act of 1934. These SEC mandated reports include Annual Reports on Form 10-K, Quarterly Reports on Form-IOQ, and Current Reports on Form 8-K. Public companies generally must also comply with the proxy regulations when soliciting a vote or consent of stockholders. Forms 10-K and 10-Q include descriptions of the company's business for the preceding period, including financial statements, and Management Discussion and Analysis (hereinafter "MD&A") relating to the periods covered by the financial statements.
  • MD&A Management Discussion and Analysis
  • Form 8-K is intended to supplement the other Forms, when material events occur that should be brought to the immediate attention of the investing public, such as a merger, sales of significant assets, bankruptcy or change of accountants.
  • the rules specify certain events that must be disclosed, and also permit its voluntary use for other events at the option of the company.
  • companies that are traded on the NASDAQ Stock Market of the National Association of Securities Dealers, Inc. must file with NASDAQ copies of documents filed with the SEC and exchange-traded companies must file copies with the applicable exchange.
  • the pu ⁇ ose of this reporting is to keep the secu ⁇ ties markets and its stockholders informed as to material developments, both favorable and unfavorable, to enable informed investor activity.
  • the present invention achieves the same Reporting pu ⁇ ose private securities as mandated by the SEC for publicly traded secunties, i.e , the continued dissemination of information regarding performance and developments m order to keep the Investor informed as to the most recent status of the Issuer. Because the Offenngs traded withm the system of the present invention are not publicly traded, the information requirements are directed solely to the Investors who purchased portions of the Issuer's Offering, and to investors who wish to participate in the secondary market, after they sign an NDA. It is a feature of the present invention to require participating Issuer's to comply with certain predefined and contractually agreed to Reporting requirements and verification protocols. Further, the system of the present invention facilitates the dissemination of information in a timely and cost efficient manner, utilizing the system's Investor network.
  • Template A is a spreadsheet table, partially tailored to the Issuer's line of business, which is preferably completed by the Issuer on a quarterly basis, approximately 30 days after the end of the fiscal quarter.
  • the Issuer would receive this template via its web site and would insert key financial data, such as sales, gross profit, operating income, and certain balance sheet items.
  • This spreadsheet when completed, is electronically sent to the system of the invention for review 606.
  • the Issuer is required to complete Template B, which consists of a MD&A of the most recent fiscal period, but unlike its reporting public counte ⁇ arts, such discussion would include a discussion and analysis of the Issuer's operating performance vis-a-vis its previous pe ⁇ od and its budgeted or forecasted numbers.
  • supplemental information of a non- financial nature is preferably provided, which may include key hires, new customers, or litigation, or any other mate ⁇ al developments during the period 609.
  • This collective information is similarly conveyed electronically to the system for review.
  • the aggregated information is then edited, only for presentation pu ⁇ oses, by the system and packaged into the Report 612, which is disseminated to each Investor's web site 614.
  • information from Template A is directed into the system's valuation model of the Issuer, which will provide a current valuation study on the Offering, utilizing a series of valuation methodologies 608, 610.
  • Template C is similarly prepared by the Issuer on a periodic basis, but only when some material development occurs out of normal Report sequence and in which the Issuer's management and its board of directors feel a fiduciary obligation to inform the Investors 604. This is similar to a public 8-K SEC form. Again, Template C is sent electronically to the system, which m turn, performs some production editing, without changing content. In a preferred embodiment, a penodic Journal is produced and disseminated to the Investors' Web sites.
  • the system of the invention hosts a Discussion Group 616, wherein the Issuer and Investors will engage in a realtime newsgroup, discussing m bilateral fashion, the contents of the Report and other matters of substance regarding the Issuer.
  • This Discussion Group would preferably be electronically hosted with transmission via the Internet, and would make use of text, audio, and video modalities. Further, important to the invention, all comments are transcribed and stored m the database for time delayed retrieval, for those Investors not available to participate in real time 618.
  • An important feature of the invention provides a method to allow purchasers of minority positions in unregistered secu ⁇ ties to liquidate their investments at fair market value and on a regularly scheduled, periodic basis, without having to wait until a registration statement is filed or the particular issuing company is sold.
  • investors are able to liquidate their holdings through periodic secondary market auctions (such as Exchange Offerings).
  • Prospective sellers place sale bids m the auction, hoping to sell to existing shareholders who wish to enlarge their holdings, and to new shareholders.
  • the auction process finds a price that balances selling and buying interest.
  • An important feature of the invention provides a method to allow purchasers of minority positions in unregistered secu ⁇ ties to liquidate their investments at fair market value and on a regular basis, without having to wait until a registration statement is filed or the particular issuing company is sold.
  • Investor Approval 704 is solicited electronically, with no more than a certain predefined percentage approval needed to obligate the Issuer to engage in the Exchange Offering 702. In a preferred embodiment, the predefined percentage would be 20% or less. If approval is not achieved, no exchange will take place 708. In a preferred embodiment, the Issuer is subject to certain penalties for not complying with the Investor mandated Exchange Offenng 702.
  • the Exchange Offer process is identical to the Offering process, m terms of analyzing and valuing the current secu ⁇ ty 705 and availing the opportunity to the entire Investor Network (to create broad based demand) via a Deal Site 710, NDAs 310, secured access, VRS 322 dynamics and Auction mechanics 410.

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Abstract

Cette invention concerne un système et une technique de marché entièrement intégré permettant de lever des capitaux pour des entreprises commerciales via un réseau en ligne d'investisseurs accrédités autogérés. Ce système et ce procédé permettent à des investisseurs potentiels d'accéder via Internet à un choix de formules de titres non enregistrés tout en facilitant les prises de décision et la cotation via un processus d'enchères, d'exécution de transactions et de gestion de risques à partir d'analyses standardisées ainsi que de rapports financiers et de gestion communiqués en lignes à intervalles réguliers. De plus, ce système et cette méthode permettent de créer et de soutenir un marché secondaire sur lequel de tels titres non enregistrés sont cotés et échangés.
PCT/US2000/003493 1999-02-26 2000-02-10 Systeme integre de marches des capitaux pour petits emetteurs, avec encheres WO2000051047A2 (fr)

Applications Claiming Priority (6)

Application Number Priority Date Filing Date Title
US12214499P 1999-02-26 1999-02-26
US60/122,144 1999-02-26
US27557199A 1999-03-24 1999-03-24
US09/275,571 1999-03-24
US15962199P 1999-10-14 1999-10-14
US60/159,621 1999-10-14

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Cited By (8)

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Publication number Priority date Publication date Assignee Title
US6629082B1 (en) 1999-06-15 2003-09-30 W.R. Hambrecht & Co. Auction system and method for pricing and allocation during capital formation
US7415436B1 (en) 2000-03-08 2008-08-19 W. R. Hambrecht + Co., Llc System and method for pricing and allocation of commodities or securities
US7483856B2 (en) 2001-01-17 2009-01-27 Xprt Ventures, Llc System and method for effecting payment for an electronic auction commerce transaction
US7512563B2 (en) 2001-01-17 2009-03-31 Xprt Ventures, Llc System and method to automate payment for a commerce transaction
US7610244B2 (en) 2001-01-17 2009-10-27 Xprt Ventures, Llc System and method for effecting payment for an item offered for an electronic auction sale
US7627528B2 (en) 2001-01-17 2009-12-01 Xprt Ventures, Llc System and method for effecting a real-time payment for an item won on an electronic auction
US7647270B2 (en) 2000-03-08 2010-01-12 W.R. Hambrecht + Co., Llc System and methods for pricing and allocation of commodities or securities
US20160210693A1 (en) * 2000-02-14 2016-07-21 Netcirq System And Method For Business To Investor Exchange For Raising Capital And For Creating A Secondary Market For Private Equity

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* Cited by examiner, † Cited by third party
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Cited By (14)

* Cited by examiner, † Cited by third party
Publication number Priority date Publication date Assignee Title
US6629082B1 (en) 1999-06-15 2003-09-30 W.R. Hambrecht & Co. Auction system and method for pricing and allocation during capital formation
US8117112B2 (en) 1999-06-15 2012-02-14 Hambrecht William R Auction system and method for pricing and allocation during capital formation
US7587358B2 (en) 1999-06-15 2009-09-08 W. R. Hambrecht + Co., Llc Auction system and method for pricing and allocation during capital formation
US20160210693A1 (en) * 2000-02-14 2016-07-21 Netcirq System And Method For Business To Investor Exchange For Raising Capital And For Creating A Secondary Market For Private Equity
US7644034B2 (en) 2000-03-08 2010-01-05 W.R. Hambrecht + Co., Llc System and method for pricing and allocation of commodities or securities
US7415436B1 (en) 2000-03-08 2008-08-19 W. R. Hambrecht + Co., Llc System and method for pricing and allocation of commodities or securities
US7647270B2 (en) 2000-03-08 2010-01-12 W.R. Hambrecht + Co., Llc System and methods for pricing and allocation of commodities or securities
US7512563B2 (en) 2001-01-17 2009-03-31 Xprt Ventures, Llc System and method to automate payment for a commerce transaction
US7627528B2 (en) 2001-01-17 2009-12-01 Xprt Ventures, Llc System and method for effecting a real-time payment for an item won on an electronic auction
US7610244B2 (en) 2001-01-17 2009-10-27 Xprt Ventures, Llc System and method for effecting payment for an item offered for an electronic auction sale
US7599881B2 (en) 2001-01-17 2009-10-06 Xprt Ventures, Llc System and method for offering an incentive to a user of an electronic commerce web site
US7567937B2 (en) 2001-01-17 2009-07-28 Xprt Ventures, Llc System and method for automatically effecting payment for a user of an electronic auction system
US7483856B2 (en) 2001-01-17 2009-01-27 Xprt Ventures, Llc System and method for effecting payment for an electronic auction commerce transaction
US9852469B1 (en) 2001-01-17 2017-12-26 Xprt Ventures, Llc System and method for effecting payment for an electronic commerce transaction

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