What Adam Curry is reading

Statement by Sarah Harrison
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  Thu, 07 Nov 2013 14:32
  (on 2013-11-06)
  As a journalist I have spent the last four months with NSA whistleblower Edward Snowden and arrived in Germany over the weekend. I worked in Hong Kong as part of the WikiLeaks team that brokered a number of asylum offers for Snowden and negotiated his safe exit from Hong Kong to take up his legal right to seek asylum. I was travelling with him on our way to Latin America when the United States revoked his passport, stranding him in Russia. For the next 39 days I remained with him in the transit zone of Moscow's Sheremetyevo airport, where I assisted in his legal application to 21 countries for asylum, including Germany, successfully securing his asylum in Russia despite substantial pressure by the United States. I then remained with him until our team was confident that he had established himself and was free from the interference of any government.
  Whilst Edward Snowden is safe and protected until his asylum visa is due to be renewed in nine months' time, there is still much work to be done. The battle Snowden joined against state surveillance and for government transparency is one that WikiLeaks '' and many others '' have been fighting, and will continue to fight.
  WikiLeaks' battles are many: we fight against unaccountable power and government secrecy, publishing analysis and documents for all affected and to forever provide the public with the history that is theirs. For this, we are fighting legal cases in many jurisdictions and face an unprecedented Grand Jury investigation in the United States. WikiLeaks continues to fight for the protection of sources. We have won the battle for Snowden's immediate future, but the broader war continues.
  Already, in the few days I have spent in Germany, it is heartening to see the people joining together and calling for their government to do what must be done '' to investigate NSA spying revelations, and to offer Edward Snowden asylum. The United States should no longer be able to continue spying on every person around the globe, or persecuting those that speak the truth.
  Snowden is currently safe in Russia, but there are whistleblowers and sources to whom this does not apply. Chelsea Manning has been subject to abusive treatment by the United States government and is currently serving a 35-year sentence for exposing the true nature of war. Jeremy Hammond is facing a decade in a New York jail for allegedly providing journalists with documents that exposed corporate surveillance. I hope I have shown a counter example: with the right assistance whistleblowers can speak the truth and keep their liberty.
  Aggressive tactics are being used against journalists, publishers and experts who work so courageously to bring truth to the world. Glenn Greenwald, Laura Poitras and Jacob Appelbaum are all in effective exile. Barrett Brown is indicted for reporting on unethical surveillance practices. My editor Julian Assange has asylum over US threats, but the United Kingdom refuses to allow him to fully exercise this right, violating the law. The UK government also detained David Miranda under the UK Terrorism Act for collaborating with Laura Poitras and Glenn Greenwald.
  The UK Terrorism Act defines terrorism as the action or threat of action "designed to influence" any government "for the purpose of promoting a political or ideological cause". It prescribes actions that interfere with the functioning of an "electronic system" (i.e. the NSA's bulk spying program) or which the government alleges create a "risk" to a section of the public. It should be fanciful to suggest that national security journalism which has the purpose of producing honest government or enforcing basic privacy rights should be called "terrorism", but that is how the UK is choosing to interpret this law. Almost every story published on the GCHQ and NSA bulk spying programs falls under the UK government's interpretation of the word "terrorism". In response, our lawyers have advised me that it is not safe to return home.
  The job of the press is to speak truth to power. And yet for doing our job we are persecuted. I say that these aggressive and illegal tactics to silence us '' inventing arbitrary legal interpretations, over-zealous charges and disproportionate sentences '' must not be permitted to succeed. I stand in solidarity with all those intimidated and persecuted for bringing the truth to the public.
  In these times of secrecy and abuse of power there is only one solution '' transparency. If our governments are so compromised that they will not tell us the truth, then we must step forward to grasp it. Provided with the unequivocal proof of primary source documents people can fight back. If our governments will not give this information to us, then we must take it for ourselves.
  When whistleblowers come forward we need to fight for them, so others will be encouraged. When they are gagged, we must be their voice. When they are hunted, we must be their shield. When they are locked away, we must free them. Giving us the truth is not a crime. This is our data, our information, our history. We must fight to own it.
  Courage is contagious.
  Sarah Harrison, Wednesday 6 November 2013, Berlin
  WikiLeaks Legal Defence FundJournalistic Source Protection Defence Fund
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VIDEO-No place to hide for Europe's road hogs from now on | euronews, world news
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  Thu, 07 Nov 2013 14:29
  New EU rules on cross-border traffic fines enter into force on Thursday. Member states will be obliged to exchange information on citizens who have committed a traffic offence in another EU country. The UK, Ireland and Denmark have opted out of the new Directive.
  The ruling effectively ends impunity for European drivers who when on holiday in another member state think they can get away with breaking the law. Previously it had been impossible for member states to properly follow up on highway code violations committed by non-nationals.
  Police databases for motoring offences will now be opened up automatically and cross-border prosecutions will be pursued.
  Beyond speeding tickets and parking violations, police say it will be easier to crack down on defective, dangerous or stolen vehicles, or vehicles involved in organised crime.
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Instagram blocks drugs ad searches
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  Source: BBC News - Home
  Thu, 07 Nov 2013 14:17
  7 November 2013Last updated at 08:13 ET Please turn on JavaScript. Media requires JavaScript to play.
  #BBCTrending looks at how drugs are offered on Instagram
  Instagram has blocked searches for certain terms associated with the suspected illegal sale of drugs via its service.
  The photo-themed social network took the measure after being asked to respond to an investigation by #BBCtrending - a new social media series.
  The journalists had uncovered many pictures and videos of narcotics posted alongside text advertising their sale.
  Instagram is owned by Facebook.
  The firm has a policy of acting on posts reported as being inappropriate, but it believes it would be impractical and invasive to search for such material.
  "Instagram has a clear set of rules about what is and isn't allowed on the site," a spokeswoman told the BBC.
  "We encourage people who come across illegal or inappropriate content to report it to us using the built-in reporting tools next to every photo, video or comment, so we can take action.
  "People can't buy things on Instagram, we are simply a place where people share photos and videos."
  Among Instagram's "report photo/video" choices is the option to identify suspected drug use.
  The BBC understands Facebook's staff aim to review posts flagged to either of its social networks within 48 hours. They also have the option of blocking terms classed as "bad hashtags" - ones that promote banned activities - if they are mentioned in the press or in user reports.
  The only content Facebook does actively search for is images of child abuse.
  Hidden identitiesMost of the drugs-related activity appears to be taking place in the US.
  "Just getting a few packs ready for tomorrow morning... Place your order today, it gets shipped out at 8AM tomorrow," read one post placed beneath an image of bags of marijuana.
  Another picture showed a variety of pills, adding: "$2 a pop for xans, $10 a pop for roxys."
  This refers to Xanax, a psychoactive anxiety treatment, and Roxicodone, an opiate used to treat pain.
  Both require prescriptions in the US and the UK, but are sometimes bought on the black market.
  Crystals of MDMA and other amphetamine-related substances were among other drugs advertised via photos and videos.
  In many cases the buyer and seller arranged to finalise their deals using WhatsApp or Kik - instant messaging apps in which they could keep messages private. Like Instagram, accounts can be set up on these services without revealing either party's true identity.
  Class-A drugsInstagram is not the only social network on which drugs are advertised.
  The BBC has also seen instances of the practice in comments below some videos on Google's YouTube service.
  But while it is relatively common for the person who uploaded a drug-themed photo or video on Instagram to be the one advertising the sale of the substance, on YouTube the person posting the ad tends to do so below videos belonging to others.
  Like Facebook, Google relies on users reporting a problem before taking action.
  "We take user safety seriously and have guidelines that prohibit any content encouraging dangerous, illegal activities," said a spokeswoman for YouTube.
  "This includes content promoting the sale of drugs. YouTube's review teams respond to videos flagged for our attention around the clock, removing millions of videos each year that violate our policies."
  One drugs abuse researcher - who has advised the UN, World Health Organization and the UK government - said he was concerned by what he had seen.
  "I'm not particularly sophisticated on the internet, and it took me 10 seconds to see posts selling class-A drugs on Instagram," said Prof Neil McKeganey, founder of the Centre for Drug Misuse Research, in Glasgow.
  "Here is a public space being used to trade some of the most dangerous substances that we know are being abused.
  "I absolutely feel there is a responsibility to take proactive action.
  "It seems to me far too serious for those who own the companies that provide the public space through which this is occurring to simply say it's up to contributors to bring this to their attention."
  UK-based drugs treatment charity Addaction said it too wanted social media companies to act "swiftly and vigilantly", adding that it believed the companies could make a positive difference if they did.
  "Social media is a great way of reaching out to millions and millions of people," said spokesman Elliot Elam.
  "That's why we'd like to see providers of these sites work with organisations like ours, so they can find ways to engage with any users who may be struggling with drug or alcohol problems."
  Google and Facebook are not the only companies that rely on user reports to indentify potential drugs deals.
  Yahoo's blogging service Tumblr confirmed it had the same policy.
  "For legal reasons, we do not proactively monitor the site," said a spokeswoman.
  "We respond to reports of activity that is illegal or against our policies pursuant to those policies and relevant law."
  Although the BBC found photos of illegal drugs on Tumblr, searches for the terms that brought up associated adverts on Instagram did not appear to do so on Yahoo's service.
  Gun salesThis is not the first time Instagram's self-policing policies have been called into question.
  In August the Fusion.net blog suggested that the illegal psychedelics 2C-I and 2CB were also being advertised via the app.
  However it suggested that banning related hashtags would not solve the problem, saying "users would get more creative and choose other labels".
  More recently US senator Edward Markey wrote to the service's chief executive, Kevin Systrom, asking him to look into reports that unregulated gun sales were being conducted through the app.
  "Other companies that enable online sales have enacted commonsense protocols," he wrote.
  "I encourage Instagram to take similar steps and adopt safe business practices that curb the marketing and sale of guns."
  #BBCtrending is a hand-picked selection of stories trending on social media around the world. Have you seen an interesting trend? Tweet us.
VIDEO: Greek police clear TV studio
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  Source: BBC News - Home
  Thu, 07 Nov 2013 14:16
  Greek riot police have cleared the headquarters of the former state broadcaster ERT, using tear gas to gain entry and arresting several people.
  Police formed a cordon round the building in Athens, before going from room to room to evacuate protesters.
  Former employees have occupied the building since the government closed ERT and sacked its 2,600 staff in June.
  Mark Lowen reports from Athens.
'SHUT THE F*** UP': You May Just Start Laughing at How Worked Up Some on the Left Are Over CMA Awards Mocking Obamacare | TheBlaze.com
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  Thu, 07 Nov 2013 13:51
  Though video the CMA Awards' opening act mocking Obamacare went almost immediately viral, not everyone thought the skit was funny. In fact, some on the left were downright furious that the awards show dared to mock President Barack Obama and his signature health care law.
  As reported by TheBlaze, country music superstars Brad Paisley and Carrie Underwood performed ''Obamacare by Morning,'' a spoof based on George Strait's remake of Terry Stafford's 1973 classic ''Amarillo by Morning,'' after Paisley faked a back injury. The crowd erupted in applause and sent the Internet buzzing. Even the ''Duck Dynasty'' crew made a surprise appearance.
  Co-hosts Brad Paisley, left, and Carrie Underwood perform at the 47th annual CMA Awards at Bridgestone Arena on Wednesday, Nov. 6, 2013, in Nashville, Tenn. (Photo by Wade Payne/Invision/AP)
  Here are the people who didn't enjoy the show (WARNING: Very strong language):
  (Twitter)
  (Twitter)
  (Twitter)
  (Twitter)
  (Twitter)
  (Twitter)
  (Twitter)
  Watch video of the opening skit here.
  (H/T: Twitchy)
  ''
EU to 'postpone' 2014 elections? | EU
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  Thu, 07 Nov 2013 13:48
Hollywood targeted to include ObamaCare in TV plot lines | Fox News
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  Thu, 07 Nov 2013 13:40
  The health care overhaul might get a Hollywood rewrite.
  The California Endowment, a private foundation that is spending millions to promote President Barack Obama's signature law, recently provided a $500,000 grant to ensure TV writers and producers have information about the Affordable Care Act that can be stitched into plot lines watched by millions.
  The aim is to produce compelling prime-time narratives that encourage Americans to enroll, especially the young and healthy, Hispanics and other key demographic groups needed to make the overhaul a success.
  "We know from research that when people watch entertainment television, even if they know it's fiction, they tend to believe that the factual stuff is actually factual," said Martin Kaplan of the University of Southern California's Norman Lear Center, which received the grant.
  The public typically gets as much, if not more, information about current events from favorite TV programs as mainstream news outlets, Kaplan said, so "people learn from these shows."
  California Republican strategist Jonathan Wilcox, who has taught a course on politics and celebrity at USC, said the attempt to engage Hollywood was coming too late to influence views, and he doubted fictionalized TV would play into families' decisions about health care.
  "This is an attempt to use entertainment pop culture to fix a political challenge," he said. "It will be received as a partisan political message, no matter how cleverly it's delivered."
  About 16 percent of Americans are uninsured and surveys have shown many still know little or nothing about the health care law even though sign-ups for insurance have started. The challenge for law's supporters is to connect with the millions of Americans who, for whatever reason, haven't paid attention so far.
  The 18-month grant, to the Lear Center's Hollywood Health & Society program, will be used for briefings with staff from television shows and to track health overhaul-related depictions on prime time and Spanish-language television.
  Since the grant money was provided so recently, no plot lines involving health care have been written. And Kaplan isn't targeting specific shows.
  For those who could benefit from coverage, "we want them to get the facts. We don't believe the government alone can break through with those facts," said David Zingale, a California Endowment senior vice president.
  The grant announcement comes after the stumbling launch of the federal website where Americans shop for the health insurance they are required to have next year. The White House also has been forced to backtrack on vows that no one would lose their existing coverage and that anyone happy with their current insurance and doctor could keep them.
  Arthur Caplan, head of the division of medical ethics at New York University's Langone Medical Center, said to have credibility Hollywood must present the health care plan warts and all.
  "If there are drawbacks and glitches and discontent, that should be part of the presentations," said Caplan, who supports the law.
  "It should not be a place to propagandize; it should be a place to have honest open discussion, wrinkles and all, flaws and all, on health reform," he said. Critics of the law will be closely watching to see if "Hollywood might be airbrushing the president's core program, because they are close to the Democrats."
  Hollywood can be a forceful shaper of style and public sentiment.
  A survey conducted several years ago for the Gay & Lesbian Alliance Against Defamation found that among those who said their feelings toward gays and lesbians had become more favorable, many said a contributing factor was seeing more gay and lesbian characters on TV and in movies.
  Vice President Joe Biden has credited the 1998-2006 TV sitcom "Will & Grace," which featured a gay character, with doing "more to educate the public than almost anything anybody's done so far."
  Zingale and Kaplan both stressed that the writers and producers remain solely in control of the content they create, with no strings from the endowment or the USC center, which select the health care experts and academics who will provide advice to them.
  Overall, the Los Angeles-based foundation expects to spend $130 million for advertisements and other enrollment efforts aimed largely at Hispanics. The foundation's president, Robert K. Ross, is a member of the board of Covered California, the state-run insurance exchange set up under the new law.
  The center provides similar information for Hollywood writers on cancer, AIDS, climate change and other issues.
  "Public health is a common good. Public health is not a partisan issue," Kaplan said. "America needs to be healthy. People need to have access to health care. That's not a controversial statement."
  Wilcox doesn't believe Hollywood can make the health care law successful.
  "The Bush White House wouldn't have asked 'Law and Order' to do a show defending the Patriot Act, because it wouldn't work," he said. "In my business, there is way too much reliance and investment in the power of creative communication. Because there is something more powerful than that, and that's people's personal experiences."
Columbia SC to exile its homeless- MSN Money
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  Thu, 07 Nov 2013 13:38
  What's the quickest, easiest -- if least effective -- way to deal with your downtown's unsightly problem of homelessness? Making it somebody else's problem.
  Because the city government in Columbia, S.C., apparently cribs its planning for homeless outreach from old episodes of "South Park," it has decided to get its big push broom out of the garage and just sweep the homeless out of the city center.
  The Columbia City Council unanimously approved the plan, creating special police patrols that would enforce "quality of life" laws involving loitering, public urination and other crimes not necessarily restricted to the homeless population. Those officers would then offer the homeless a choice: Go to jail for their homelessness or be shuffled to a 240-bed, 24-hour shelter on the outskirts of town, which they wouldn't be allowed to easily leave.
  That second option isn't jail, mind you, because the homeless are being confined with the help of a local charitable organization. It's charitable incarceration, you see. The homeless can leave, but they need to set up an appointment and be shuttled by a van.
  And just in case any of the offending homeless get any ideas about doing something crazy like, oh, walking into town, officials plan to post an officer -- we can only assume it won't be Brian Dennehy -- on the road leading to downtown just to make sure they don't walk back and go all John Rambo on the place.
  But, hey, it's cool: That 240-bed shelter should totally hold the 1,518 homeless people currently living in the Columbia area. Besides, the city is partnering with a charity. Surely they'll be able to make this exile of the homeless work, right?
  Michael Stoops, director of community organizing at the National Coalition for the Homeless, told ThinkProgress, the plan is the "most comprehensive anti-homeless measure" he had ever seen proposed "in any city in the last 30 years." He added: "Using one massive shelter on the outskirts to house all a city's homeless is something that has never worked anywhere in the country."
  But there has to be a first time for everything. Maybe this policy doesn't do anything to make the homeless less homeless. Maybe it doesn't peek into bigger issues like South Carolina's 8.1% unemployment rate or Columbia's 7.9% rate -- each higher than the national average. Maybe it doesn't factor in a state foreclosure rate that ranks among the nation's Top 10 and far outstrips the national average.
  But a city marking the 50th Anniversary of the Civil Rights Movement can't get into trouble for segregating a whole portion of the population from the rest of the city just because it doesn't like the way it looks, can it? Well, there is that whole "equal treatment under the law" business that applies whether someone is shaking a change cup outside of a Starbucks or not.
  "The underlying design is that they want the homeless not to be visible in downtown Columbia," Susan Dunn, South Carolina ACLU's legal director said. "You can shuttle them somewhere or you can go to jail. That's, in fact, an abuse of power."
  Good luck with that, Columbia.
  More on moneyNOW
Obamacare Website Violates Licensing Agreement for Copyrighted Software | The Weekly Standard
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  Thu, 07 Nov 2013 05:17
  Healthcare.gov, the federal government's Obamacare website, has been under heavy criticism from friend and foe alike during its first two weeks of open enrollment. Repeated errors and delays have prevented many users from even establishing an account, and outside web designers have roundly panned the structure and coding of the site as amateurish and sloppy. The latest indication of the haphazard way in which Healthcare.gov was developed is the uncredited use of a copyrighted web script for a data function used by the site, a violation of the licensing agreement for the software.
  The script in question is called DataTables, a very long and complex piece of website software used for formatting and presenting data. DataTables was developed by a British company called SpryMedia which licenses the open-source software freely to anyone who complies with the licensing agreement. A note at the bottom of the DataTables.net website says: "DataTables designed and created by SpryMedia (C) 2008-2013." The company explains the license for using the software on that website [emphasis added]:
  DataTables is free, open source software that you can download and use for whatever purpose you wish, on any and as many sites you want. It is free for you to use! DataTables is available under two licenses: GPL v2 license or a BSD (3-point) license, with which you must comply (to do this, basically keep the copyright notices in the software).
  The software, a version of which is available at DataTables.net, contains the copyright notice in the opening lines of the code:
  At the Healthcare.gov website, however, the opening lines of the script appear as follows, with the copyright and all references to the author and SpryMedia deleted; a search of the entire script does not turn up the missing lines either:
  Even a cursory comparison of the two scripts removes any doubt that the source for the script used at Healthcare.gov is indeed the SpryMedia script. The Healthcare.gov version even retained easily identifiable comments by the script's author, such as the following:
  Here is a screen capture from the SpryMedia script:
  Here is the same section at Healthcare.gov:
  THE WEEKLY STANDARD contacted SpryMedia for comment. A representative for the company said that they were "extremely disappointed" to see the copyright information missing and will be pursuing it further with the Department of Health and Human Services, the agency that runs the Healthcare.gov site.
TheWeatherSpace.com '' Large Meteor Reported Over Southern California Skies On Wednesday Evening
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  Thu, 07 Nov 2013 05:00
  A large meteor was reported to Southern California Weather Authority.com on Wednesday evening by a few people. After the Facebook post, a number came in to continue talking about it. This bright mysterious flash likely was a meteor. Reports are still coming in.
  Meteors hit the atmosphere at between 35 and 80km/sec, depending on the angle of the Earth. This meteor's direction was said to be from west to east, likely causing it to be a slower variety due to the angle of attack on the Earth's atmosphere. Meteors like this happen
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VIDEO-Bitcoin rally | Watch the video - Yahoo Finance
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  Thu, 07 Nov 2013 04:58
  Quotes are real-time for NASDAQ, NYSE, and NYSEAmex when available. See also delay times for other exchanges. Quotes and other information supplied by independent providers identified on the Yahoo! Finance partner page. Quotes are updated automatically, but will be turned off after 25 minutes of inactivity. Quotes are delayed at least 15 minutes. All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.
  Fundamental company data provided by Capital IQ. Historical chart data and daily updates provided by Commodity Systems, Inc. (CSI). International historical chart data and daily updates provided by Morningstar, Inc.
  Yahoo! - ABC News Network
Homeland Sec Chairman on SilkRoad and BTC
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  Thu, 07 Nov 2013 04:56
  Wednesday, November 6, 2013Today, Senator Tom Carper (D-Del.), Chairman of the Senate Homeland Security and Governmental Affairs Committee, released the following statement on the launch of the Silk Road 2.0:
  ''This new website '' launched barely a month after Federal agents shut down the original Silk Road -- underscores the inescapable reality that technology is dynamic and ever-evolving and that government policy needs to adapt accordingly. Rather than play 'whack-a-mole' with the latest website, currency, or other method criminals are using in an effort to evade the law, we need to develop thoughtful, nimble and sensible federal policies that protect the public without stifling innovation and economic growth. Our committee intends to have that conversation '' among others - at our hearing this month on virtual currency.''
  Chairman Carper and Dr. Coburn's committee on Homeland Security and Governmental Affairs began a formal inquiry into virtual currencies in April 2013. In August 2013 Chairman Carper and Dr. Coburn wrote to the Departments of Treasury, Homeland Security, and Justice, as well as the Securities and Exchange Commission, Commodities Futures Trading Commission, and the Federal Reserve.
VIDEO-CBS: White House Granted Itself Waiver to Launch ObamaCare Website With High Security Risk | MRCTV
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  Thu, 07 Nov 2013 04:29
  MRC TV is an online platform for people to share and view videos, articles and opinions on topics that are important to them '-- from news to political issues and rip-roaring humor.
  MRC TV is brought to you by the Media Research Center, a 501(c) 3 nonprofit research and education organization. The MRC is located at: 1900 Campus Commons Drive, Reston, VA 20194. For information about the MRC, please visit www.MRC.org.
  Copyright (C) 2013, Media Research Center. All Rights Reserved.
LAX shooting: Some TSA agents should be armed, union says - latimes.com
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  Thu, 07 Nov 2013 04:14
  The president of the union representing more than 45,000 Transportation Security Administration agents urged Congress and the agency on Monday to create a new class of officers that would be armed with weapons.
  J. David Cox Sr., president of the American Federation of Government Employees, which represents 45,000 Transportation Security Administration agents, said that the "sad truth is that our TSA officers are subject to daily verbal assaults and far too frequent physical attacks while performing their security duties."
  "At this time, we feel a larger and more consistent armed presence in screening areas would be a positive step in improving security for both TSOs and the flying public," Cox said in a statement. "The development of a new class of TSA officers with law enforcement status would be a logical approach to accomplishing this goal."
  The statement comes in the aftermath of Friday's shooting at LAX that left one TSA agent killed and two others injured. The suspect in the shooting, 23-year-old Paul Ciancia, was targeting federal security officers, authorities said.
  U.S. Attorney General Eric Holder told reporters Monday that the investigation into the shooting will also look at security at LAX -- and other airports.
  "The function of TSA is to ensure that people can board planes safely and take flights safely," Holder said. "The responsibility for protecting airport security is not a TSA function, but something I think we need to certainly examine."
  At a news conference over the weekend, TSA Administrator John Pistole said his agency's review will include the question of whether its agents should be armed (they are not presently). ''We will look at what our policies and procedures are and what provides the best possible security," he said.
  The idea of arming TSA agents has been raised before, according to aviation security consultant Stewart Verdery, a former Department of Homeland Security official who was involved with the creation of the airport screening agency.
  ''It's always been raised as an issue,'' Verdery said. ''We know that there are people that don't like the government, and TSA is a whipping boy for people angry about the overreach of the government. And we also know that terrorists are fascinated with aviation. It puts them on the front lines.''
  He said the decision not to arm airport security agents was made because protecting the airport is not their primary mission.
  ''You want to spend your time training TSA officers to look for dangerous weapons and dangerous people,'' he said. ''Arming tens of thousands of agents who are largely dealing with average travelers is not necessary.''
  He noted that arming the agents would come at a high cost. The average annual cost of a TSA agent is less than half the cost of an armed law enforcement officer, he said.
  ALSO:
  LAX shooting: Condition of wounded teacher upgraded to 'good'
  Family of LAX shooting suspect 'shocked and numbed' by rampage
  LAX shooting: Gunman's rifle may have been ready to fire in his bag
  Twitter: @katemather | @katelinthicum
  kate.mather@latimes.com
  kate.linthicum@latimes.com
Criminal Resource Manual 3 Violence at International Airports (18 U.S.C. 37)
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  Thu, 07 Nov 2013 04:12
  Section 37 of Title 18, United States Code, implements the Protocol to the Montreal Convention for the Suppression of Unlawful Acts Against the Safety of Civil Aviation. The international Protocol was developed in response to the Rome and Vienna airport massacres by terrorists in 1985. Section 37, which became effective on November 18, 1994, makes it a Federal crime, using any device, substance or weapon, to intentionally perform an act of violence against any person at an airport serving international aviation or to destroy or seriously damage the facilities of such an airport. Initially, § 37 was applicable only when the prohibited activity occurred within the United States or the perpetrator of the prohibited activity overseas was subsequently found in the United States. On April 24, 1996, the Antiterrorism and Effective Death Penalty Act of 1996 expanded its extraterritorial jurisdiction to also cover the prohibited activity occurring overseas when either a national of the United States is a victim or a perpetrator of the offense. See Pub. L. 104-132, § 721(g), 110 Stat. 1214, 1299.
Clip (ammunition) - Wikipedia, the free encyclopedia
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  Thu, 07 Nov 2013 04:10
  A Stripper clip is a device that is used to store multiple rounds of ammunition together as a unit, ready for insertion into the magazine or cylinder of a firearm. This speeds up the process of loading and reloading the firearm as several rounds can be loaded at once, rather than one round being loaded at a time. Several different types of clips exist, most of which are made of inexpensive metal stampings that are designed to be disposable, though they are often re-used.
  The defining difference between clips and magazines is the presence of a feed mechanism in a magazine, typically a spring-loaded follower, which a clip lacks.[1][2][3]
  Stripper[edit]Main article: Stripper clipA stripper clip or charger is a speed-loader that holds several cartridges together in a single unit for easier loading of a firearm's magazine. A stripper clip is used only for loading the magazine and is not necessary for the firearm to function. It is called a 'stripper' clip because, after the bolt is opened and the stripper clip is placed in position (generally by placing it in a slot on either the receiver or bolt), the cartridges are pressed down, thereby 'stripping' them off of the stripper clip and into the magazine.
  En bloc[edit]Several rifle designs utilize an en bloc clip to load the firearm. With this design, both the cartridges and the clip are inserted as a unit into a fixed magazine within the rifle, and the clip is usually ejected or falls from the rifle upon firing or chambering of the last round. The en bloc clip was invented by two firearms inventors working on parallel lines, James Paris Lee for his Lee rifle of 1890, and Ferdinand Mannlicher for use in his M1885 rifle.
  Other rifles utilizing a frequently improved en-bloc clip include the German 1888 Commission Rifle, the French 1890 Berthier Cavalry Carbine and later models (upgraded to 5 rounds in 1916), the Italian M1870/87 Vetterli-Vitali and M91 Carcano, the various (Romanian, Dutch, Portuguese) turnbolt Mannlichers, the Austro-Hungarian straight-pull Steyr-Mannlicher M1895, the M1895 Lee Navy, the Hungarian 35M Mannlicher, and the US M1 Garand. Original Austrian Mannlicher clips were often uni-directional, but already the German 1888 Commission Rifle and subsequently the M 91 Carcano employed symmetrical clips, and much later John Pedersen developed an invertible, double-stacked clip for his rifle. This design was also utilized for the competing design by John Garand.[4]
  Moon and half-moon[edit]A moon clip is a ring-shaped or stellate piece of metal designed to hold a full cylinder of ammunition for a revolver (generally six rounds) together as a unit. Therefore, instead of loading or extracting one round at a time, a full cylinder of ammunition or spent cases can be loaded or extracted at once, speeding the loading process. A similar device known as the half-moon clip is semi-circular and designed to hold a half cylinder of ammunition (generally three rounds)'--in which case two clips are necessary to fully load the cylinder. Such devices have most often been used to chamber rimless semi-automatic pistol cartridges in a revolver.
  See also[edit]References[edit]^"Gun Zone clips vs. magazines". The Gun Zone. Retrieved 2008-06-26. ^"Magazine". SAAMI. Retrieved 2008-06-26. ^"Cartridge Clip". SAAMI. Retrieved 2008-06-26. ^Hogg, Ian V.; Weeks, John S.: (2000) Military Small Arms of the 20th Century, 7th Edition; Krause Publications, ISBN 0-87341-824-7
Magazine (firearms) - Wikipedia, the free encyclopedia
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  A magazine is an ammunition storage and feeding device within or attached to a repeating firearm. Magazines can be removable (detachable) or integral to the firearm. The magazine functions by moving the cartridges stored in the magazine into a position where they may be loaded into the chamber by the action of the firearm. The detachable magazine is often referred to as a clip, although this is technically inaccurate.[1][2][3]
  Magazines come in many shapes and sizes, from those of bolt actionexpress rifles that hold only a few rounds to those for machine guns that hold hundreds of rounds. Since the magazine is an essential part of most repeating firearms, they are sometimes subject to regulation by gun control laws seeking to limit the number of cartridges they hold.
  History[edit]The earliest firearms were loaded with loose powder and a lead ball, and to fire more than a single shot without reloading required multiple barrels, such as pepper-box guns and double-barreled shotguns, or multiple chambers, such as in revolvers. Both of these add bulk and weight over a single barrel and a single chamber, however, and many attempts were made to get multiple shots from a single loading of a single barrel through the use of superposed loads.[4]Breech loading designs such as the needle gun, and paper cartridges sped the loading process, but successful repeating mechanisms did not appear until self-contained cartridges were developed.
  The earliest magazines appeared not on firearms, but rather on air guns. Without the need for powder, the magazine contained only the balls, the power was provided by high pressure air supplied by an air reservoir in the butt of the gun. The Girandoni Air Rifle, dating to around 1780, was fairly typical of the repeating air rifles of the time. The Girandoni held 22 balls in a gravity fed tubular magazine, located beside and parallel to the barrel. Due to the use of a large air reservoir, the rifle could fire all the shots in its magazine before the reservoir was depleted enough to require recharging. Firing was accomplished by raising the muzzle of the gun to allow the balls to fall to the rear of the magazine, sliding a ball from the magazine into the barrel with a sliding breech-block, then cocking the hammer (which was connected to a valve) and firing.[5]
  Lever action[edit]The first successful repeater to appear was the Volcanic Rifle, which used a hollow bullet with the base filled with powder and primer (an early form of caseless ammunition) fed into the chamber from a spring-loaded tube called a magazine, named after a building or room used to store ammunition. While the anemic power of the Rocket Ball ammunition used in the Volcanic doomed it to limited popularity, the basic design of the tubular magazine and lever action survive to this day.[6]
  The first magazine fed firearm to achieve widespread success was the Spencer repeating rifle, which saw service in the American Civil War. The Spencer used a tubular magazine located in the butt of the gun, rather than under the barrel, and used new rimfire metallic cartridges. The Spencer was successful, but the rimfire ammunition did occasionally ignite in the magazine tube, which would destroy the rifle and potentially injure the user. The lever action Henry and Winchester rifles, evolved from the earlier Volcanic, saw service with a number of militaries, such as Turkey, while Switzerland and Italy adopted similar designs.[6]
  Lever-action rifles pioneered detachable magazines: the Winchester 88, the Ruger 96/44 and the Savage 99. The first completely modern removable box magazine was patented in 1908 by Arthur Savage for the Savage Model 99.[7] Other guns did not adopt all of its features until his patent expired in 1942: It has shoulders to retain cartridges when it is removed from the rifle. It operates reliably with cartridges of different lengths. It is insertable and removable at any time with any number of cartridges. These features allow the operator to reload the gun infrequently, carry magazines rather than loose cartridges, and to easily change the types of cartridges in the field. The magazine is assembled from inexpensive stamped sheet metal. It also includes a crucial safety feature for hunting dangerous game: when empty the follower[8] stops the bolt from engaging the chamber, informing the operator that the gun is empty before any attempt to fire.
  Semiautomatic pistol[edit]The first successful semiautomatic pistol, the Borchardt C-93 (1893), incorporated detachable box magazines. Nearly all subsequent semiautomatic pistol designs adopted detachable box magazines.
  Bolt action magazine rifle[edit]Beginning in the 1880s, the new bolt action rifle began to gain favor with militaries, and these were often equipped with tubular magazines. The Mauser Model 1871, originally a single shot action, added a tubular magazine in its 1884 update, and the Jarmann M1884, adopted the same year, also used one. James Paris Lee patented a box magazine, which held rounds stacked vertically, in 1879 and 1882, which was first adopted by Austria in the form of an 11mm, straight-pull bolt action rifle of Mannlicher design in 1886; along with this rifle came the cartridge clip, which held 5 rounds ready to load into the magazine.[9][10]
  Along with the evolution of the magazine rifle, the military cartridge was evolving too, from large bore cartridges (.40 caliber/10 mm and larger) to much smaller bores, firing lighter, high velocity bullets, along with new propellants. The Lebel Model 1886 rifle, the first rifle and cartridge to be designed for use with smokeless powder, used an 8 mm wadcutter-shaped bullet, loaded from a tubular magazine. This later became a problem as the Lebel's ammunition was updated to use a more aerodynamic pointed bullet, as modifications had to be made to the centerfire case to prevent the point of a bullet from igniting the round in front of it in the magazine.[9]
  The bolt action Krag-J¸rgensen rifle, designed in Norway in 1886, used a unique rotary magazine that was built into the receiver. Like Lee's box magazine, the rotary magazine held the rounds side-by-side, rather than end-to-end. Like most rotary magazines, it was loaded through a loading gate, this one located on the side of the receiver. The rotary magazine could be loaded with one round at a time, or with a clip of ammunition. While reliable, the Krag-J¸rgensen's magazine was expensive to produce, and was adopted by only three countries, Denmark in 1889, the United States in 1892,[11] and Norway in 1894.
  The Lee-Metford rifle, developed in 1888, used an eight- or ten-round detachable box magazine. In 1890 the French adopted a new rifle, firing the same 8mm Lebel cartridge, that fed from en-bloc clips; the clips were required for feeding from the internal magazine, and empty clips were pushed from the bottom of the action by the insertion of a loaded clip from the top. Mauser was also developing box magazine-fed (including detachable) variants of his Model 1871 during this time, many of which used en-bloc clips, with models from 1889 through 1893 in various calibers were adopted by various militaries at this time.[9][12]
  In the arms race that preceded the start of World War I there were many short lived designs, such as the M1895 Lee Navy and Gewehr 1888, eventually replaced by the M1903 Springfield rifle and Gewehr 98 respectively. The RussianMosin-Nagant, adopted in 1891, was a good example. It was not revolutionary; it was a bolt-action rifle, used a small bore smokeless powder cartridge, and a fixed box magazine loaded from the top with stripper clips (called chargers by the British), all of which were features that were used in earlier military rifles. What made the Nagant stand out was that it combined all the earlier features in a form that was to last virtually unchanged from its issue by Russia in 1894 through its use by the Soviet Union in World War II. Of the major combatants, only France retained the outdated tubular magazine; all other combatants used rifles that were overall very similar to each other.[13]
  An interesting feature of many late 19th and early 20th century bolt action rifles was the magazine cut-off, sometimes called a feed interrupter. This was a mechanical device that prevented the rifle from loading a round from the magazine, requiring the shooter to manually load each individual round as he fired, saving the rounds in the magazine for short periods of rapid fire when ordered to use them. Most military authorities that specified them assumed that their riflemen would waste ammunition indiscriminately if allowed to load from the magazine all the time.[14] By the middle of World War I, most manufacturers deleted this feature to save costs and manufacturing time; it is also likely that battlefield experience had proven the futility of this philosophy.
  World War II and later[edit]One of the last new clip-fed, fixed magazine rifles widely adopted that wasn't a modification of an earlier rifle was the M1 Garand rifle. The first semi-automatic rifle that was issued in large numbers to the infantry, the Garand was fed by a special eight round en-bloc clip. The clip itself was inserted into the rifle's magazine during loading, where it was locked in place. The rounds were fed directly from the clip, with a spring-loaded follower in the rifle pushing the rounds up into feeding position. When empty, the bolt would lock open, and a spring would automatically eject the empty clip, leaving the rifle ready to be reloaded. The M14 rifle, which was based on incremental changes to the Garand action, switched to a detachable box magazine.[15]
  The Soviet SKS carbine, which entered service in 1945, was something of a stopgap between the semi-automatic service rifles being developed in the period leading up to World War II, and the new assault rifle developed by the Germans. The SKS used a fixed magazine, holding ten rounds and fed by a conventional stripper clip. It was a modification of the earlier AVS-36 rifle, shortened and chambered for the new reduced power 7.62x39mm cartridge. It was rendered obsolete for military use almost immediately by the 1947 introduction of the magazine-fed AK-47 assault rifle, though it remained in service for many years in Soviet bloc nations alongside the AK-47. The detachable magazine quickly came to dominate post-war military rifle designs.[16]
  The M1911 semi-automatic pistol set the standard for most modern handguns and likewise the mechanics of the handgun magazine. In most handguns the magazine follower engages a slide-stop to hold the slide back and keep the firearm out of battery when the magazine is empty and all rounds fired. Upon inserting a loaded magazine the user depresses the slide stop, throwing the slide forward, stripping a round from the top of the magazine stack and chambering it. In single-action pistols this action keeps the hammer cocked back as the new round is chambered, keeping the gun ready to begin firing again.
  Nomenclature[edit]With the increased use of semi-automatic and automatic firearms, the detachable box magazine became increasingly common. Soon after the adoption of the M1911 pistol, the term "magazine" was settled on by the military and firearms experts, though the term "clip" is often used in its place (though only for detachable magazines, never fixed).[17][18][19] The defining difference between clips and magazines is the presence of a feed mechanism in a magazine, typically a spring-loaded follower, which a clip lacks. Use of the term "clip" to refer to detachable magazines is a point of strong disagreement.[2][20][21][22]
  The Merriam-Webster dictionary defines a clip as "a device to hold cartridges for charging the magazines of some rifles; also :a magazine from which ammunition is fed into the chamber of a firearm".[23]
  Function and types[edit]All cartridge based single barrel firearms designed to fire more than a single shot without reloading require some form of magazine designed to store and feed cartridges to the firearm's action. Magazines come in many shapes and sizes, with the most common type in modern firearms being the detachable box type. Most magazines designed for use with a reciprocating bolt firearm (tube fed firearms being the exception) make use of a set of feed lips which stop the vertical motion of the cartridges out of the magazine but allow one cartridge at a time to be pushed forward (stripped) out of the feed lips by the firearm's bolt into the chamber. Some form of spring and follower combination is almost always used to feed cartridges to the lips which can be located either in the magazine (most removable box magazines) or built into the firearm (fixed box magazines). There are also two distinct styles to feed lips. In a single feed design the top cartridge touches both lips and is commonly used in single column box magazines. A dual or alternating feed magazine consists of a wider set of lips so that the second cartridge in line forces the top cartridge against one lip. This design has proven more resistant to jamming in use with dual column magazines.[24] Some magazine types are strongly associated with certain firearm types, such as the fixed "tubular" magazine found on most lever-action rifles and pump actionshotguns. A firearm using detachable magazines may accept a variety of types of magazine, such as the Thompson submachine gun, which would accept box or drum magazines. Some types of firearm, such as the M249 and other squad automatic weapons, can feed from both magazines and belts.
  Box[edit]single column and staggered (aka double-stack) column detachable box magazines.
  The most popular type of magazine in modern rifles and handguns, a box magazine stores cartridges in a column, either one above the other or staggered zigzag fashion. This zigzag stack is often identified as a double-column or double-stack since a single staggered column is actually two side-by-side vertical columns offset by half of the diameter of a round. As the firearm cycles, cartridges are moved to the top of the magazine by a follower driven by spring compression to either a single feed position or side-by-side feed positions. Box magazines may be integral to the firearm or removable.
  Box magazines may be metal or plastic. Plastic magazines are sometimes partially transparent so the operator can easily check the remaining ammunition.
  An internal box or fixed magazine (also known as a blind box magazine when lacking a floorplate) is built into the firearm and is not easily removable. This type of magazine is found most often on bolt-action rifles. An internal box magazine is usually charged through the action, one round at a time. Military rifles often use stripper clips or chargers permitting multiple rounds, commonly 5 or 10 at a time, to be loaded at once. Some internal box magazines use en-bloc clips that are loaded into the magazine with the ammunition and that are ejected from the firearm when empty.A detachable box magazine is a self-contained mechanism capable of being loaded or unloaded while detached from the host firearm. They are attached via a slot in the firearm receiver usually below the action but occasionally to the side (Sten, FG42, Johnson LMG) or on top (Madsen machine gun, Bren gun, FN P90). When the magazine is empty, it can be detached from the firearm and replaced by another full magazine. This significantly speeds the process of reloading, allowing the operator quick access to ammunition. This type of magazine may be straight or curved, the curve being necessary if the rifle uses rimmed ammunition or ammunition with a tapered case. Box magazines are often affixed to each other with clips, tape, straps, or built-in studs to facilitate faster reloading: aka jungle style.There are, however, exceptions to these rules. The Lee-Enfield rifle had a detachable box magazine only to facilitate cleaning. The Lee-Enfield magazine did open, permitting rapid unloading of the magazine without having to operate the bolt-action repeatedly to unload the magazine. Others, like the Breda Modello 30, had a fixed protruding magazine that resembled a conventional detachable box but was non-detachable.
  STANAG[edit]The STANAG box magazine came about shortly after NATO's acceptance of the 5.56x45mm NATO rifle cartridge in October 1980,[25] draft Standardization Agreement 4179 (STANAG 4179) was proposed in order to allow the military services of member nations easily to share rifle ammunition and magazines in the interest of easing logistical concerns. The magazine chosen to become the STANAG magazine was originally designed for the U.S. M16 rifle. Many NATO member nations subsequently developed or purchased rifles with the ability to accept this type of magazine; however the standard was never ratified and remains a 'Draft STANAG'.[26]
  Casket[edit]Another form of box magazine, sometimes referred to as a quad-column, can hold a great amount of ammunition. It is wider than a standard magazine, but retains the same length. Casket magazines can be found on the Suomi KP/-31, Hafdasa C-4, Spectre M4, QCW-05 and on 5.45x39mm AK rifle derivatives. Magpul has been granted a patent[27] for a STANAG compatible casket magazine,[28] and such a magazine was also debuted by SureFire in December 2010, and is now sold as the High Capacity Magazine (HCM) in 60 and 100 round capacities in 5.56mm for AR-15 compatible with M4/M16/AR-15 variants and other firearms that accept STANAG 4179 magazines.[29]Izhmash has also developed a casket magazine for the AK-12.[28]
  Drum[edit]Main article: Drum magazineToday, drum magazines are used primarily for light machine guns. In one type, a moving partition within a cylindrical chamber forces loose rounds into an exit slot, with the cartridges being stored parallel to the axis of rotation. After loading of the magazine, a wound spring or other mechanism forces the partition against the rounds. In all models a single staggered column is pushed by a follower through a curved path. From there the rounds enter the vertical riser either from a single or dual drums. Cylindrical designs such as rotary and drum magazines allow for larger capacity than box magazines, without growing to excessive length. The downside of a drum magazine's extra capacity is its added weight. Many drum-fed firearms can also load from conventional box magazines, such as the Soviet PPSh-41 submachine gun, RPK light machine gun and the American Thompson submachine gun. Another notable design is the 100 round Beta C-Mag for multiple calibres, rifles, pistols and PDWs.
  Hopper[edit]The hopper magazine, used in the Japanese Type 11 LMG, and a few prototype designs of the interwar period, had a fixed 'hopper' in which standard infantry rifle clips were stacked. In theory, this allowed the ammunition of riflemen and machinegunners to be interchangeable, however problems with the reliability of the system, and the compatibility of more powerful rifle loadings with the operation of the machine gun, made this an impractical solution.[30]
  Pan[edit]Often referred to as a drum magazine, the pan magazine differs from other drum magazines in that the cartridges are stored perpendicular to the axis of rotation, rather than parallel, and are usually mounted on top of the firearm. This type is used on the Lewis Gun, Bren Gun,[31]Degtyarev light machine gun, American-180 submachine gun and the 2B-A-40 assault rifle. A prototype polymer pan magazine was also developed and tested for use with the RPK-74 light machine gun.
  Tubular[edit]Many of the first repeating rifles, particularly lever-action and pump-action types, used a single or multiple tubular magazines that store cartridges end-to-end inside of a spring-loaded tube typically running parallel to the barrel, or in the buttstock. This type of magazine is usually fixed to the firearm, meaning that it is not removed in use. Tubular magazines can still be found today, commonly in shotguns, rimfire rifles, or firearms designed to use round-nose, flat-nose, or otherwise soft-pointed bullets. The tubular magazine was made obsolete for most military purposes with the introduction of pointed "Spitzer" bullets due to the risk of ignition when the bullets tip impacts the primer of the cartridge ahead of it during recoil. Tubular magazines remain common in shotguns, as all shotgun shells are flat tipped.
  Rotary[edit]The rotary or spool magazine consists of a star-shaped rotor, or sprocket, actuated by a torsion spring. The magazine may be fixed or detachable. Cartridges fit between the teeth of the sprocket, which is mounted on a spindle parallel to the bore axis, with a torsion spring providing the pressure necessary to rotate the rounds into the feeding position. Rotary magazines are usually of low capacity of ten rounds or less, depending on the cartridge used. The rotary magazine was first used by the Savage Model 1895 & 1899[32] rifles and is still used in a few modern firearm designs, most notably the Ruger American, the Ruger 10/22 and the Steyr SSG 69.
  Horizontal[edit]The P90's unique magazine has a capacity of 50 rounds, and it fits flush with the weapon's frame.[33]In the horizontally-mounted feeding system, the magazine sits parallel to the barrel, fitting flush with the top of the receiver and the ammunition is rotated 90 degrees before being chambered. This feeding system is unique to the FN P90personal defense weapon.[33] It is also being experimented with by Marshal Arms in their pistol and carbine.[34]
  Helical[edit]Helical magazines extend the drum magazine design so that rounds follow a spiral path, allowing for a very large ammunition capacity in a compact package. However, this requires a complex mechanism and thus increases the likelihood of a firearm malfunction. This type of magazine can be used by the Calico M960, Danuvia VD-01, PP-19 Bizon, PP-90M1, and CF-05 submachine guns.
  Magazine capacity[edit]Magazine capacity varies by firearm and is often limited by the design of the firearm in such cases as internal, tubular, or rotary magazines. In the case of detachable box magazines, capacity is limited only by its design. The term "high capacity" magazine is sometimes used to describe magazines that exceed an arbitrary "normal capacity." In many jurisdictions, magazine capacity of certain firearms is restricted by statute, such as it was under the United States' Federal Assault Weapons Ban, which defined a magazine capable of holding more than ten rounds of ammunition as a large capacity ammunition feeding device. This law expired in 2004 and there have since been multiple attempts to renew it[35] with no bill reaching the House floor for a vote. An attempt to only renew the limitations on large capacity magazines also failed.[36] Currently, in the United States, six states limit magazine capacities. The limits range from 7 rounds to 20 rounds. Many pistol and rifle magazines classified by gun control laws as "high capacity" are actually the factory standard magazines originally designed for use with their respective firearms and reduced capacity magazines were later created in response to enactment of the bans.[37]
  See also[edit]References[edit]^"NRA Firearms Glossary". National Rifle Association. Archived from the original on 2011-07-18. Retrieved 2008-06-26. ^ ab"Gun Zone clips vs. magazines". The Gun Zone. Retrieved 2008-06-26. ^"Handgunner's Glossary". Handguns Annual Magazine, 1994. Retrieved 2013-03-21. ^Charles Winthrop Sawyer (1920). Firearms in American History, volume III. Cornhill Company, Boston. [page needed]^Robert D. Beeman, Ph.D. "Girandoni style air rifles and pistols - preliminary research presentation.". ^ abA Naval Encyclop...dia. L. R. Hamersly & Co. 1880. ^U.S. Patent 885,868, April 28, 1908, Improved Magazine, Inventor: Arthur W. Savage^The "follower" is the sheet metal part between the last cartridge and the spring.^ abcHugh Chisholm (1911). The Encyclopaedia Britannica: A Dictionary of Arts, Sciences, Literature and General Information. Encyclopaedia Britannica. , entry for Rifle^Chamber's Encyclopaedia: A Dictionary of Universal Knowledge. W. & R. Chambers. 1891. pp. 720''721. ^United States Army Ordnance Department (1898). Description and Rules for the Management of the U.S. Magazine Rifle and Carbine. p. 36. ^Chuck Hawks. "The 8x50R Lebel (8mm Lebel)". ^Two Thousand Questions and Answers about the War. The Review of Reviews Co. 1918. p. 88. ^"Firearms Technical Trivia: Magazine cut-offs". Cruffler.com. February 2000. ^"Modern Firearms - M14 Rifle". Retrieved 2008-06-26. ^"Simonov SKS carbine (USSR - Russia)". ^United States Army, American Expeditionary Force (1917). Provisional Instruction on the Automatic Rifle, Model 1915 (Chauchat). , translated from the French edition, 1916^United States Ordanace Dept. (1917). Description of the Automatic Pistol, Caliber .45, Model of 1911. ^United States War Dept (1907). Annual Reports of the Secretary of War. ^"Magazine". SAAMI. Retrieved 2008-06-26. ^"Cartridge Clip". SAAMI. Retrieved 2008-06-26. ^"Firearms Glossary". National Rifle Association. ^Dictionary. "Clip". Merriam Webster. Retrieved 23 July 2012. ^Weeks, John, World War II Small Arms, London: Orbis Publishing Ltd. (1979), p. 33.^Watters,Daniel: "The 5.56 X 45mm Timeline: A Chronology of Development", The Gun Zone, 2000-2007.^"NATO Infantry Weapons Standardization", NDIA Conference 2008^http://patft.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&u=%2Fnetahtml%2FPTO%2Fsearch-adv.htm&r=1&p=1&f=G&l=50&d=PTXT&S1=505419.AP.&OS=APN/505419&RS=APN/505419^ abhttp://bulletin.accurateshooter.com/2010/06/magpul-invents-new-quad-stack-magazine-for-ars/^http://www.defensereview.com/dr-exclusive-surefire-60-shot-and-100-shot-ar-ar-15m16-5-56mm-nato-box-magazines-for-infantry-combat-and-tactical-engagements-meet-the-surefire-mag5-60-and-mag5-100-high-capacity-magazines-hcms/^James H. Willbanks. Machine Guns: An Illustrated History of Their Impact. p. 104. ^http://www.cairdpublications.com/scrap/armbitguns/images/Bren%20Guns.jpg^U.S. Patent 502,018, Magazine-Gun, Filing date: Apr 10, 1889, Issue date: July 25, 1893, Inventor: Arthur W. Savage^ abKevin, Dockery (2007). Future Weapons. New York: Berkley Trade. ISBN 978-0-425-21750-4. ^Marshal Arms Inc, "Marshal Arms Pistol"^H.R. 2038, H.R. 3831, H.R. 5099, H.R. 1312, H.R. 1022, H.R. 6257^H.R. 5099^Boston's Gun Bible, Boston T. Party ISBN 978-1-888766-06-6, Javelin Press, Durango, CO, April 2002External links[edit]
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May 16, 2013 - Spring Black Graduation held Know
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  Calendar Topic:Event Category:Include Expired Events?Connect to this calendar RSSToday | Tomorrow | This WeekendThis Week | This Month | This YeariCalendar (.ics)Sync | DownloadMay 16, 2013Spring Black Graduation held
  Time:10 a.m.-4 p.m.Description:Black Graduation highlights and celebrates the accomplishments of Black graduating seniors and provides a space for family to meet the faculty, staff, peers and alumni that have helped students along their respective journeys. This year, Black Graduation honors Edna Rambo, one of the first Black students to graduate from UT in 1958.Location:Texas Union Building (UNB), ballroomContact:Brandelyn S Franks | 512-471-5037Sponsor:Afrikan American Affairs within the Multicultural Engagement Center, Division of Diversity and Community EngagementAdmission:$40 for graduates; free for guestsCategories:Awards Ceremony, Diversity, Everyone, ReceptionPrint | Download | E-mail | Bookmark
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HealthCare.gov: How political fear was pitted against technical needs - The Washington Post
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  In May 2010, two months after the Affordable Care Act squeaked through Congress, President Obama's top economic aides were getting worried. Larry Summers, director of the White House's National Economic Council, and Peter Orszag, head of the Office of Management and Budget, had just received a pointed four-page memo from a trusted outside health adviser. It warned that no one in the administration was ''up to the task'' of overseeing the construction of an insurance exchange and other intricacies of translating the 2,000-page statute into reality.
  Summers, Orszag and their staffs agreed. For weeks that spring, a tug of war played out inside the White House, according to five people familiar with the episode. On one side, members of the economic team and Obama health-care adviser Zeke Emanuel lobbied for the president to appoint an outside health reform ''czar'' with expertise in business, insurance and technology. On the other, the president's top health aides '-- who had shepherded the legislation through its tortuous path on Capitol Hill and knew its every detail '-- argued that they could handle the job.
  In the end, the economic team never had a chance: The president had already made up his mind, according to a White House official who spoke on the condition of anonymity in order to be candid. Obama wanted his health policy team '-- led by Nancy-Ann De­Parle, director of the White House Office of Health Reform '-- to be in charge of the law's arduous implementation. Since the day the bill became law, the official said, the president believed that ''if you were to design a person in the lab to implement health care, it would be Nancy-Ann.''
  Three and a half years later, such insularity '-- in that decision and others that would follow '-- has emerged as a central factor in the disastrous rollout of the new federal health insurance marketplace, casting doubt on the administration's capacity to carry out such a complex undertaking.
  ''They were running the biggest start-up in the world, and they didn't have anyone who had run a start-up, or even run a business,'' said David Cutler, a Harvard professor and health adviser to Obama's 2008 campaign, who was not the individual who provided the memo to The Washington Post but confirmed he was the author. ''It's very hard to think of a situation where the people best at getting legislation passed are best at implementing it. They are a different set of skills.''
  The White House's leadership of the immense project '-- building new health insurance marketplaces for an estimated 24 million Americans without coverage '-- is one of several key reasons that the president's signature domestic policy achievement has become a self-inflicted injury for the administration.
  Based on interviews with more than two dozen current and former administration officials and outsiders who worked alongside them, the project was hampered by the White House's political sensitivity to Republican hatred of the law '-- sensitivity so intense that the president's aides ordered that some work be slowed down or remain secret for fear of feeding the opposition. Inside the Department of Health and Human Services' Centers for Medicare and Medicaid, the main agency responsible for the exchanges, there was no single administrator whose full-time job was to manage the project. Republicans also made clear they would block funding, while some outside IT companies that were hired to build the Web site, HealthCare.gov, performed poorly.
Obamacare Shouldn't Have Been Managed Like a Campaign - Bloomberg
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  Thu, 07 Nov 2013 02:50
  Another Sunday, another amazing reported piece on the rather amazing history of the Patient Protection and Affordable Care Act's health insurance exchanges. You'll have to read the whole thing, because summary won't do it justice. But here are a few highlights:
  David Cutler, one of the top health-care economists in the U.S., wrote a memo to Larry Summers in 2010 warning him that the team in charge of implementing Obamacare was not up to the job. The memo makes it clear, though not quite explicit, that Cutler was writing to Summers, rather than someone on the health-care policy team, because the team had ignored his concerns. The memo is eerily prophetic: The key people were analysts with no experience in project management, technology, startups or the insurance business; responsibility was too diffused; the staff didn't understand either the magnitude or the urgency of what they had taken on; and neither the Department of Health and Human Services nor the Centers for Medicare and Medicaid Services, to which most of the job had been delegated, had the personnel or technical experience to manage it well. The job of shepherding the project was given to Nancy-Ann Min DeParle, the director of the White House Office of Health Reform and a very wonky wonk who happens to be married to one of my favorite writers. According to one official, the president believed that ''if you were to design a person in the lab to implement health care, it would be Nancy-Ann.''Parts of the implementation were hamstrung by the assumption that all the states would build their own exchanges, and because it was a draft bill that no one had expected to pass, it didn't contain funding for federal exchanges or, apparently, for the policy wonks needed to put the law together. The Republicans, who continued to oppose the law to the apparent surprise of its architects and supporters, declined to provide funds on top of the nearly $1 trillion that had already been allocated (and, as I understand it, also restricted the ability of HHS to transfer funds from other areas). Funding instead had to be jerry-rigged and the job run out of CMS, which could get bureaucratic authority for the spending.But many of the bad decisions were designed to avoid Republican criticism. There was another reason that the exchanges' architects were tucked away inside CMS: to try to stay out of the public eye. Other such decisions followed. CMS carefully obscured the unwillingness of a large number of states to build exchanges -- despite the fact that this would greatly increase the complexity of the job -- lest Republicans seize on that fact. Then CMS kept extending the deadline to declare, in the hopes that some states would decide to build exchanges after the 2012 elections. The agency also refused to issue a bunch of regulations until after the election. But this is by far the most incredible:According to two former officials, CMS staff members struggled at ''multiple meetings'' during the spring of 2011 to persuade White House officials for permission to publish diagrams known as ''concepts of operation,'' which they believed were necessary to show states what a federal exchange would look like. The two officials said the White House was reluctant because the diagrams were complex, and they feared that the Republicans might reprise a tactic from the 1990s of then-Sen. Bob Dole (R-Kan.), who mockingly brandished intricate charts created by a task force led by first lady Hillary Clinton.
  In the end, one of the former officials said, the White House quashed the diagrams, telling CMS, instead, to praise early work on those state exchanges that matched the hidden federal thinking.
  The chief operating officer of CMS was nominally in charge. However, ''implementing the exchange was one of 39 things she did. There wasn't a person who said, 'My job is the seamless implementation of the Affordable Care Act.' ''The White House was heavily focused on regulations, rather than exchange design, for the first two years. President Barack Obama, the article reports, kept reminding people that the website had to work. But people didn't seem to understand this as an urgent priority. They didn't even begin writing the specifications for the contracts until spring of 2011. Then they kept changing deadlines and requirements, seemingly oblivious of the havoc they were wreaking on an already impossibly late system.Congressional Democrats were not given as much information as you'd expect, which is one reason that Max Baucus started worrying about a ''train wreck''; apparently, they found out that the employer mandate was being delayed just a half-hour before the rest of us.Reading between the lines a bit, I think that with 55 contractors and diffuse responsibility, the administration got into the kind of bad equilibrium that can affect big, unwieldy projects: Everyone was hoping that someone else would point out the obvious and say ''We can't go live by the deadline.''A month earlier, on Sept. 5, White House officials visited CMS for a final demonstration of HealthCare.gov. Some staff members worried that it would fail right in front of the president's aides. A few secretly rooted for it to fail so that perhaps the White House would wait to open the exchange until it was ready.
  Yet on that day, using a simplified demonstration application, the Web site appeared to work just fine.
  This has, rather predictably, triggered opposite reactions from left and right. The response from the right is somewhere between schadenfreude and slack-jawed amazement. The response from the left is, I think, summed up by Kevin Drum in ''The Lesson of Obamacare: Sabotage Works'':
  Now, one obvious question is why the law failed to finance the federal exchanges. That was pretty clearly a mistake. Still, under normal circumstances, even an opposition party would end up cutting a deal eventually to shore up the missing funding. Not this time, though. As one White House official told the Post, "You're basically trying to build a complicated building in a war zone, because the Republicans are lobbing bombs at us."
  There are plenty of other examples of this, and Sprung outlines them in his post today. No federal program that I can remember faced quite the implacable hostility during its implementation that Obamacare has faced. This excuses neither the Obama administration's poor decisions nor its timidity in the face of Republican attacks, but it certainly puts them in the proper perspective.
  Andrew Sullivan echoes this interpretation.
  You will perhaps be unsurprised to hear me say that this response is overblown. Let's remember what this ''sabotage'' consists of:
  Many states not building their own exchanges, as permitted under the law.Republicans did not join together with Democrats to pass extra funding for a law that was already spending nearly a trillion dollars over 10 years.Criticism.The first is based on the false premise that state exchanges would now be going swimmingly, a premise belied by true-blue states such as Vermont and Oregon. The second is also pretty weak tea: HHS did, after all, find a way to spend hundreds of millions of dollars on software contractors. And neither of these things really forms the crux of the problem: Moving the administrative offices to HHS no doubt made things more difficult, but a competent manager whose sole job was to ensure that Obamacare happened could have overcome these difficulties.
  But Obamacare's biggest problem, as I have written, was that the architects of the law demanded an enormously ambitious software project on an impossibly hubristic deadline. Whatever slim chance this had of working was ultimately doomed -- not by Republicans, but by the administration's own paranoid and self-destructive decisions to manage a software project as if it were a top-secret campaign strategy rather than a mission-critical component of the most ambitious federal entitlement expansion in almost 50 years.
  Remember that when Cutler wrote that devastating memo, Democrats still had control of both houses of Congress. The administration failed to rectify the shortcomings he identified because it did not understand that making a program happen is very different from writing out a description of it.
  The administration did not refuse to issue key regulations and guidelines, or to announce the final number of states that would be building their own exchanges, because Republicans used secret mind-control rays or stole the notebooks they had used to write the draft memo. They delayed because they did not want Republicans to be able to tell the public about them before Barack Obama was safely re-elected to a second term.
  In other words, most of the damage was done not by lack of funding, but because the administration was either incompetent or trying to insulate itself from the perfectly ordinary, natural, legitimate and, dare I say, patriotic function of an opposition party, which is to point out to the public when the party in charge is doing something that the public wouldn't like. Reframing ''criticism of the administration'' as ''sabotage'' deserves an Oscar for outstanding lifetime achievement in the field of political spin.
  Which is why I think that ''the lesson of Obamacare'' is something very different from Kevin Drum's lesson. It's not enough to win elections. To pass a major piece of legislation, you also need to have the political and institutional support to make it happen. If you pass a law without these things, you will likely come to regret it -- as I think some Democrats already have, and more probably will.
  Barack Obama -- and Democrats more generally -- read his election as a mandate to make sweeping changes in the U.S. economy, particularly in health care. (From my Twitter feed that night: ''It's 1932!'') But as they got into the weeds, it turned out that a bill that can get scored as deficit-neutral by the Congressional Budget Office is considerably less fun than a bill that is getting scored by campaign reporters; they had to add the individual mandate, Medicare cuts and new taxes. With those measures attached, the law wending its way through Congress started unpopular and stayed unpopular. You can argue about how individual provisions poll really well, but this is like saying I want to go to heaven as long as I don't have to die. When you bundled in the very unpopular stuff, then threw in the fact that folks generally thought the Affordable Care Act would raise the deficit, the approval ratings never topped the disapproval ratings, much less 50 percent.
  The administration could probably have expanded Medicaid pretty easily and gotten more than half of the coverage expansion. Republicans would probably have voted against it, yet in the long term, it would be about as much of a hot-button political issue as the expansion of the State Children's Health Insurance Program under George W. Bush. But Democrats wanted universal coverage and a major overhaul of both the insurance market and the American social contract.
  Unsurprisingly, the massive and unpopular transformation failed to attract any Republican votes. When Republicans had faced similar electoral math on Social Security reform -- an opposition party implacably opposed, and the electorate clearly against it -- they'd abandoned their efforts. That is what parties do when they reach such an impasse; it's what Democrats did on Clintoncare. No program this large had ever passed on a party-line vote, because this was correctly viewed as political suicide. Nancy Pelosi managed to get it through the House anyway, which should go down as one of the most impressive political achievements in history, and Harry Reid shepherded another version through the Senate. When Republicans protested, they were rather smugly told that ''elections have consequences.''
  Then Ted Kennedy died. Massachusetts -- Massachusetts! -- elected Republican Scott Brown in an election that often seemed to revolve around the health-care bill. Democrats still pressed forward. Without the votes to overcome a Republican filibuster, they had the House pass a draft Senate bill that had never been meant to become law and used some procedural tap-dancing to push some fixes through the Senate. Such maneuvering wasn't unprecedented, but it wasn't popular, either. And the limitations of the method they used left the bill with all sorts of problems, many of which we are dealing with now.
  Democrats read this as a lesson on the evils of the filibuster. As it happens, I like the idea of minorities having a check on majorities. But that's sort of irrelevant, because this would have been a bad idea even if Democrats could have passed a cleaner bill with 59 votes in the Senate.
  Democrats believed that the unpopular bill they had just rammed through on a party-line vote would not only get more popular, but also make them more popular, thereby giving them the political support they needed to pass more fixes -- fixes that would have been needed even on a less messy draft bill, because anything this complicated is unlikely to work as written. As I noted at the time, this seemed borderline delusional. Democrats lost the House and some Senate seats in the 2010 election, and Obamacare was a major contributor to that loss. Whereupon Democrats learned what apparently didn't occur to them in 2009: that there might be other elections, with different consequences.
  There is a point to this history review, and it's not to laugh at Democrats -- I've made plenty of my own sizable analytical blunders. No, the point is this: Political support matters. Not an election mandate after beating the party of Iraq, Katrina and the financial crisis -- popular support for your law. If the bill had actually been popular, Republican opposition would not have been a problem; they would have folded, or the voters would have kicked them out.
  Democrats have been complaining -- loudly and repeatedly -- that Republican opposition tactics on the Affordable Care Act are unprecedented. This is true, but not for the reasons that Democrats are telling themselves. No political party was ever foolhardy enough to pass such a big bill, with such sweeping consequences for so many people, without the support of a majority of their countrymen and at least a few members of the opposite party. Once they had done this unprecedented thing, the unprecedented reaction was predictable -- and indeed predicted by myself and others.
  The mistake that Democrats made is akin to that made by a brash new outsider who is brought in to make over a government agency or turn around a company. Occasionally, folks in these roles think their job is just to come up with top-notch orders to give to their subordinates, and maybe have some meetings with key ''constituents'' like politicians or board members or customers. What happens next is generally a spectacular crash and burn, because they alienate the folks they need on board to make their new program work.
  A smart leader knows that big strategic thinking and giving orders are the smallest parts of her job. The biggest is persuading people who are not invested in her agenda to carry out her grand plans -- and, equally important, figuring out which plans to abandon because they can never get enough support to work.
  This is the constant danger of any law whose political foundations are built on sand. Any flaw in the structure atop them is likely to bring the whole thing crashing down. The architect may blame the wind or the rain or, well, sabotage. But that won't put the house back together.
  About Megan McArdle>>Megan McArdle is a Bloomberg View columnist who writes on economics, business and public policy. Her book, "The ... MORE
VIDEO- USA FREEDOM ACT Introduced By Senator Leahy "Author Of The PATRIOT ACT" - YouTube
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  Thu, 07 Nov 2013 02:23
Goldie Taylor - Wikipedia, the free encyclopedia
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  Thu, 07 Nov 2013 02:14
  Goldie Taylor (born July 18, 1968) is an American author and opinion writer based in Atlanta, Georgia.[1]
  Early life[edit]Taylor was born in University City, Missouri, but raised in East St. Louis, Illinois. Her father was murdered on November 5, 1973 when she was 5, leaving her mother Mary to raise her and her siblings alone. She attended public schools in the metro St. Louis area before moving to Atlanta and graduating from Cross Keys High School in 1986. Taylor was an active duty US Marine trained in Public Affairs Broadcasting at Fort Benjamin Harrison, Indiana. She received an honorable discharge on medical grounds. Taylor then gained admission to Emory University in Atlanta where she studied Political Science and International Affairs.
  Political[edit]Volunteering for her first political campaign in 1993, Taylor worked as an unpaid deputy press secretary for Michael Lomax's Atlanta mayoral campaign. In the time since, she has worked as a communications director, field organizer and media consultant for various political candidates at the local, state and federal level. She retired as a consultant in 2009 after serving as Director of Communications for then state senator M. Kasim Reed. Reed was sworn in as Mayor of Atlanta in January 2010. Prior to retiring from politics, Taylor considered running for public office twice, qualifying for 4th District Congress in Georgia in 1996.
  Writing[edit]While a student at Emory University, Taylor began writing for the Emory Wheel as well as for The Atlanta Journal-Constitution as a part-time staff writer. She self-published her first novel, In My Father's House, with WheatMark Press in 2005. Her second novel, The January Girl, was first published by Madison Park Press in 2007 and later re-released by Grand Central Publishing, a division of Hachette.
  Throughout her career she has written for The Atlanta Journal-Constitution, Creative Loafing, Marie Claire, TheGrio, CNN.com, Americablog, MSNBC.com, and EbonyJet.com. Her 2008 op-ed column regarding then Republican Vice Presidential nominee and Alaska Governor Sarah Palin, ''A Woman's Worth'', published by EbonyJet.com, remains the most visited webpage in the site's history. She is also the author of ''Show Me Your Papers!'', a special-contributor opinion aired on MSNBC's The Rachel Maddow Show that addressed Birtherism through the prism of a family story about her great-great-grandfather, Major Blackard. Both pieces spread virally throughout the internet upon publication.
  Television[edit]Taylor is a frequent contributor to MSNBC, CNN and HLN on social, political and faith issues. In the wake of the Penn State sex abuse scandal, Taylor revealed during a November 2011 appearance on "CNN Newsroom" with Don Lemon her own experience being sexually abused.[1] In a post on her blog about her decision to come forward, Taylor named her abuser. In February 2012, Taylor itemized on Twitter a history of domestic abuse, disclosing intimate details about a previous abusive relationship. In March 2012, Taylor appeared on "The Lawrence O'Donnell Show" wearing a hooded sweatshirt in solidarity with slain Florida teenager Trayvon Martin. She was the first cable news pundit to do so, being an early vocal proponent of a deeper investigation.
  Corporate[edit]Taylor has served as executive consultant to NBC News and CNN Worldwide. In 2009, while serving as a consulting producer to CNN, Taylor re-opened an investigation into the Atlanta Child Murders and convicted serial killer Wayne Williams. She was also an executive consultant to CNN's "Black In America", leading the audience tune-in strategy. "Black In America 1" remains one of the highest rated documentaries in CNN's history. Taylor was also the chief architect of Proctor & Gamble's ''My Black Is Beautiful'', the largest marketing effort targeting African-American women in the company's history.
  She has previously been an external affairs executive for several Fortune 500 companies, as well as two of the world's largest public relations agencies, the GCI Group San Francisco and Edelman Atlanta Public Relations. Taylor is currently the CEO of Goldie Taylor Brand Communications, an Atlanta-based multi-cultural advertising and public relations agency. She is also the managing editor and host of ''The Goldie Taylor Project'', an opinion blog devoted to contemporary political, social, and faith issues confronting America.
  Personal life[edit]Taylor currently lives with her family in Atlanta, Georgia.
  References[edit]External links[edit]PersondataNameTaylor, GoldieAlternative namesShort descriptionTV news personalityDate of birthJuly 18, 1968Place of birthEast St. Louis, IllinoisDate of deathPlace of death
VIDEO- "Across This Country 90% Believe High Capacity Magazines DON'T Belong In The Hands Of Civilians - YouTube
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  Thu, 07 Nov 2013 02:11
Chips, Beer, Tweets: Why TV Is Key To Twitter's Prospects
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  Source: Planet Money
  Thu, 07 Nov 2013 01:52
  One thing Twitter has that other social networks don't: Users who talk about the world in real time. In practice, this largely means one thing. Millions of people use Twitter while they're watching TV.
  Frank Franklin II/ASSOCIATED PRESSThose people often use hashtags to let other fans find their tweets (#BreakingBad, #NFL). More importantly, from Twitter's perspective, this lets advertisers know which users are watching what.
  "Twitter is now that public theater where people are yelling, booing, exclaiming, laughing, clapping," says Antonio Garcia-Martinez, who helped build Facebook's ad exchange and now works for a social-advertising company, Nanigans. Getting into that public theater is incredibly valuable for advertisers, he says.
  In other words, Twitter could become the key ad space for what marketing people call "the second screen." The first screen '-- TV '-- is still a huge source of ad revenue. That's why Twitter wants to become as indispensable as chips and beer for watching TV.
  That will let the company sell advertisers on the idea that being on TV is no longer enough '-- they also need to advertise to all the Twitter users who are talking about the show.
  At least, that's part of the pitch the company's making in Thursday's IPO.
  Investors will have to weigh that against a pretty obvious downside: Twitter has yet to turn a profit. That's partly because the company has spent millions of dollars in the past year buying up companies to help Twitter sell more ads.
Is DDT a time-bomb behind the obesity epidemic?
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  Source: WT news feed
  Thu, 07 Nov 2013 01:48
  By Nathanael Johnson
  Michael Skinner didn't start the experiment with the hypothesis that he'd find a connection between the insecticide DDT and obesity.
  ''We didn't expect to find that,'' he said. ''In fact, the frequency of obesity really came as a surprise.''
  Skinner, a scientist at Washington State University, wanted to take a close look at the way DDT affected inheritance. So his team injected DDT into pregnant rats and watched first their children, and then their grandchildren (or is it grandrats?). It was only in the third generation, the great-grand-rat, that they saw it: Fully half of these rats were obese. The implication is that the same thing could be happening with humans.
  Michael Skinner.''Is there a correlation between the fact that we were all exposed to DDT in the 1950s for 10 years, and the fact that we are now seeing high levels of obesity?'' Skinner asked. His work suggests that there could be.
  Of course, the more immediate cause of obesity is too many calories. But there may be more going on here than too much food. Humans are getting fat, so are our pets, so are wild animals. There's a trend toward obesity in nearly every species scientists have studied.
  Of course it's too early to lay the blame on DDT. This study simply raised the possibility. But the findings are plausible.
  ''I do believe that the observed obesity is real,'' emailed Andrea Gore, a professor of pharmacology and toxicology at the University of Texas Austin. Other experiments have already shown that endocrine-disrupting chemicals can cause obesity generations after exposure, Gore said.
  Skinner had already seen that he could trigger the inheritance of disease with various chemicals. There's a narrow window during the gestation, where an exposure to lots of things can cause heritable epigenetic changes.
  ''The majority of things we've tested came up positive,'' he said.
  So the obvious question: Is this a problem specific to DDT, or would we have seen similar results if Skinner's team had decided to inject the rats with vitamin C? In other words, is this about the chemical, or just the timing of the exposure?
  If the DDT had caused kidney disease, Skinner said, he would have been reassured. A lot of things seem to have epigenetic effects that lead to kidney disease. But obesity is unusual '-- that suggests a problem with DDT itself, Skinner said.
  Skinner started this experiment after the World Health Organization lifted the ban on DDT to help fight malaria. That was a good decision based on the available information, Skinner said, but no one had looked to see if DDT had an effect on subsequent generations. ''On the one hand, there are 2 million deaths per year in Africa from malaria. On the other hand, we're looking at the possibility of metabolic disease in every generation to come,'' Skinner said.
  The word ''possibility'' there is key. This wasn't a risk assessment study, and we don't know if we'd see something similar in humans from environmental exposure to DDT, as opposed to direct injection. But this study should give pause to the people arguing to reintroduce DDT to places even without a malaria problem, Skinner said. It's now being used in France, among other places. And once you spray DDT, it's out there for a long time.
  ''If you go to any river in the U.S., and push your finger down into the mud one or two inches, the primary contaminant you will find there is DDT,'' Skinner said. The stuff just takes a really long time to break down, and Skinner's research suggests that its effects could last much longer.
  Nathanael Johnson (@savortooth on Twitter) is Grist's food writer and the author of All Natural: A Skeptic's Quest to Discover If the Natural Approach to Diet, Childbirth, Healing, and the Environment Really Keeps Us Healthier and Happier.
  Find this article interesting?Donate now to support our work.
Illinois Same-Sex Marriage Approved By Lawmakers; Obama 'Overjoyed' as Governor Pledges to Sign Bill
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  Thu, 07 Nov 2013 01:44
  November 6, 2013|9:18 am
  (Photo: Reuters/Jim Young)
  The Illinois State Legislature in Springfield, Illinois, is seen in this file photo.
  Illinois is set to allow same-sex marriage after the House approved legislation on Tuesday. Chicago Democrat Gov. Pat Quinn has praised the vote, claiming that Illinois is now an example for the nation to follow, and confirming that he would sign the bill into law, although he did not specify a date.
  Tuesday saw the House approve the same-sex marriage measure in a marginal vote 61-54. A floor debate lasted more than two hours prior to the vote being taken.
  The vote means Illinois is set to become the 15th state and largest in the heartland to allow gay marriage, after both chambers of the state legislature have approved the measure permitting gay weddings.
  The vote in Illinois is the latest in a string of legislative and legal victories for same-sex marriage activists; in 2012 they won ballot initiative fights in Maryland, Maine and Washington state.
  This year legislative battles in Delaware, Rhode Island and Minnesota also resulted in victories for gay marriage activists.
  A U.S. Supreme Court decision in June struck down California's voter-approved same-sex marriage ban.
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  President Barack Obama, who was for a long time standing the fence on the issue of gay marriage, has said in a statement: "As President, I have always believed that gay and lesbian Americans should be treated fairly and equally under the law. Over time, I also came to believe that same-sex couples should be able to get married like anyone else.
  "So tonight, Michelle and I are overjoyed for all the committed couples in Illinois whose love will now be as legal as ours '-- and for their friends and family who have long wanted nothing more than to see their loved ones treated fairly and equally under the law."
  Meanwhile, Brian Brown, president of the National Organization for Marriage, said in a statement that it was "disappointing but not surprising that the House has voted to redefine marriage. The losers will be the people of Illinois who will see that redefining marriage will unleash a torrent of harassment toward those who believe that marriage is the union of one man and one woman."
  Brown highlighted that although the legislation in Illinois states that fraternal religious organizations cannot be forced to host gay marriage ceremonies, the law lacked sufficient religious freedom protections.
  Brown said, "Once the law goes into effect in June of next year, we will see individuals, businesses and religious groups sued, fined, brought up on charges of discrimination and punished simply for holding true to the traditional view of marriage."
Cisco buys out start-up Insieme, unveils its products | Reuters
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  Thu, 07 Nov 2013 01:24
  A sign marking a Cisco office is pictured in San Diego, California November 12, 2012.
  Credit: Reuters/Mike Blake
  By Sinead Carew
  NEW YORK | Wed Nov 6, 2013 4:44pm EST
  NEW YORK (Reuters) - Network equipment maker Cisco Systems Inc, looking to protect its core business from new competition, has bought out the remainder of its majority-owned data center technology start-up, Insieme, in a deal that could cost up to $863 million.
  Cisco, which already owned 85 percent of Insieme, said it closed the deal with its employees, and the final price would be tied to sales targets for which it did not reveal details.
  It also unveiled Insieme's first products, which are Cisco's answer to software defined networking (SDN) technology, a growing trend among its rivals in developing software with features that are typically found in high-end network hardware.
  Because SDN technology can run on cheaper hardware than Cisco's expensive routers and switches, the network hardware leader had to find a way to protect its equipment sales.
  Chief Executive John Chambers, who discussed the products at a New York event, said Cisco's approach could save customers money and create a multibillion-dollar dollar business.
  He told customers and technology partners that Insieme products would, "reset the stage for IT for the next decade."
  Rivals who have been gaining attention because of SDN include privately held Arista Networks, as well as VMware Inc, which created waves when it bought SDN start-up Nicira in 2012 for just over $1 billion. Juniper Networks Inc and Hewlett-Packard Co are also Cisco competitors in the sector.
  Insieme was launched in early 2012 with a $100 million investment from Cisco, followed by a $35 million round of funding in November 2012.
  The start-up, which has 286 employees, was founded and is run by longtime Cisco engineers Prem Jain, Mario Mazzola and Luca Cafiero, and is now the third start-up they have created that has been folded back into Cisco.
  The products include the Nexus 9000 family of network switches, which is ready to be shipped to customers, and a software controller called the Cisco Application Policy Infrastructure Controller (APIC), which will be available for sale in the first half of 2014.
  The controller was designed to centralize data center management for everything from network, storage and computing equipment to applications and security, and make rolling out new software or making changes to existing applications much easier.
  JP Morgan analyst Rod Hall said that, while Cisco's technology looks "solid," aggressive pricing could, "make it tough for the company to grow earnings in coming years."
  RBC analyst Mark Sue said Cisco is trying to "turn the world around by making its system more flexible," which could be good news for its customers, but bad news for the industry overall.
  But HP, which sells server computers that run SDN technology, responded to the news by criticizing Cisco's strategy. Dave Larson, HP's networking chief technology officer, said Cisco's offering, "locks customers into a proprietary Cisco network."
  Cisco says that, by combining central management with its own hardware, customers could see total cost-of-ownership savings of 75 percent, compared with software-only management systems.
  Cisco also announced partnerships with key data center technology providers, including Microsoft Corp, IBM Corp and EMC Corp.
  (Reporting by Sinead Carew and Nicola Leske; Editing by Jeffrey Benkoe and Andre Grenon)
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A New Tax Might Cost Mexicoke Its Signature Sugar - Matt Phillips and Roberto A. Ferdman - The Atlantic
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  Thu, 07 Nov 2013 01:22
  The Mexican soft drink's use of sugar, rather than corn syrup, has given it cult status among some American Coca-Cola purists, but a new levy may prompt the company to change its recipe.
  Reuters/Romeo RanocoMexico's new soft drink tax could push the nation's Coca-Cola makers away from the cane sugar that's made ''Mexicoke'' a cult hit in the U.S.
  Executives from the second-largest bottler of Coca-Cola in Latin America suggested that a shift away from cane sugar might be in the cards as a result of the steep sales tax on soda Mexico's congress approved on Thursday (Oct. 31). American Coke enthusiasts claim the Mexican version tastes better than what they get in the US, which some say is because Mexican Coca-Cola is made with cane sugar rather than high-fructose corn syrup.
  More From QuartzOn an earnings call with analysts last week, the head of Arca Continental SAB said that the Mexico-based Coca-Cola bottler could ''move to more fructose,'' which is cheaper than cane sugar. Arca Continental's Francisco Garza added ''that's a very important part of the savings that we are foreseeing now.'' The independent bottlers who distribute Coke in local markets use the same recipe but have some latitude from Coca-Cola to tinker with the sweetening ingredients. (Arca Continental hasn't yet responded to a request for further comment.)
  Mexico's new soda levy will tack on an extra peso ($.08) per liter to all soft drink sales in the country. The move is part of a growing campaign to address what has become an obesity epidemic'--over 70% of Mexico's population is now overweight. And the hope is that it will help curb the country's unmatched affinity for soda. On a per capita basis, Mexicans drink more Coca-Cola products than residents of any other country in the world.
  Any decision by Arca Continental'--or Coca-Cola's other large Latin American bottlers'--to turn more heavily toward high-fructose corn syrup would surely dismay fans of Mexicoke around the world. Over the last decade, ''hecho en Mexico'' Coca-Cola has acquired cult status.
  After steadily cutting the amount of real cane sugar in Coca-Cola in the early 1980s, most U.S. Coca-Cola bottlers had switched over to high-fructose corn syrup by the middle of that decade. When Coca-Cola introduced Coca-Cola Classic in 1985'--after the disastrous attempt to launch New Coke'--it was sweetened with corn syrup rather than cane sugar, which drew the ire of the U.S. sugar lobby.
  Latin American bottlers have some leeway when it comes to how they mix up their pop. The largest Coca-Cola bottler in Latin America, Coca-Cola FEMSA, explains this in its annual report: ''Under our agreements with The Coca-Cola Company, we may use raw or refined sugar or [high-fructose corn syrup] as sweeteners in our products.'' Coca-Cola FEMSA opts for different sweeteners in different markets. For instance in Colombia, it uses sugar as a sweetener. In Argentina, it's high-fructose corn syrup.
  For the record, while Mexican bottlers might shift their mix of sweeteners toward high-fructose corn syrup, it's unclear what, if any, implications that would have for consumers outside Mexico who've grown accustomed to cane sugar Coke. And it should also be noted that Mexicoke fans might already be getting more corn syrup than they think. Researchers from the University of Southern California's Keck School of Medicine tested Mexican Coca-Cola purchased in east Los Angeles back in 2010. Their findings:
  The Mexican Coca-Cola lists ''sugar'' on the ingredient list, but the laboratory did not detect any sucrose, but rather near equal amounts of fructose and glucose, results which suggest the use of [high fructose corn syrup]. According to the FDA guidelines, the word ''sugar'' can only be used in reference to sucrose.
Privacy ruling forces Google to delete racy images
  Link to Article
  Archived Version
  Source: CNET News - Politics and Law
  Thu, 07 Nov 2013 00:12
  Google must remove from its search results photos of the former Formula One president at a sex party, a French court rules.
  Max Mosley, the former President of Federation Internationale de l'Automobile (FIA), arrives at Portcullis House on March 19, 2013 in London, England.
  (Credit: Bethany Clarke/Getty Images)Photographs from a sex party could change Google's search results in Europe, as a French court ruled against Google in a privacy case on Wednesday.
  The decision will force Google to hide from its global search results links to the photos, which depict Max Mosley, the former head of the International Automobile Federation, at a sadomasochistic orgy in 2008. The ruling by the Tribunal de Grande Instance in Paris does not affect the Web sites that host the photos, only Google's results pointing to them.
  Google said that it would appeal the decision. "This is a troubling ruling with serious consequences for free expression and we will appeal it," said Google's associate general counsel, Daphne Keller, in a statement published in the New York Times. "The French court has instructed us to build what we believe amounts to a censorship machine," she said.
  Google said that it has already removed links to "hundreds" of results linking to the images.
  Mosley has filed a similar lawsuit in Germany, with a ruling due early in 2014, clearly targeting countries with stronger privacy protections than the England or Google's home in the United States.
  The former Formula One chief successfully sued British newspaper News of the World in a London court for violating his privacy, and was awarded approximately $96,000 in damages. The paper closed in 2011 following a phone hacking scandal.
HealthCare.gov's head tech guy is out
  Link to Article
  Archived Version
  Thu, 07 Nov 2013 00:09
  (Photo by Andrew Harrer/Bloomberg)
  A Medicare official who oversaw HealthCare.gov's botched launch will leave the federal government for the private sector, according to an e-mail sent late Tuesday to Medicare employees.
  Tony Trenkle is the chief information officer at the Center for Medicare and Medicaid Services, the agency that built the Affordable Care Act's online portal. He is in charge of Henry Chao, a deputy chief information officer at Medicare whose name came up in congressional hearings as the source of key HealthCare.gov decisions.
  Trenkle has pretty much spent his entire career in government, according to his biography on the Medicare Web site. His resume includes posts at Medicare, the General Services Administration and the Social Security Administration.
  "Our chief operating officer announced yesterday Tony has accepted a position in private sector," Medicare spokeswoman Julie Bataille told reporters this afternoon. "We're certainly grateful to his service here. We've moved quickly to fill this position."
  Bataille did not response to reporters' questions of whether Trenkle had been asked to leave the agency. When pressed on this point, she responded, "Tony made a decision that he was going to move to the private sector and that is what our COO announced yesterday."
  The text of the memo, sent out to Medicare employees Friday, is included below.
  Dear Colleagues,
  I am writing to share news with you regarding some leadership changes in the COO offices.
  Tony Trenkle, CMS' Chief Information Officer (CIO) and Director of the Office of Information Services, has announced that he is leaving CMS to take a position in the private sector. His last day will be November 15, 2013. Tony joined CMS in March 2005 as the Director of the Office of E-Health Standards & Services, and was responsible for leading national programs for the development and implementation of the Health Insurance Portability and Accountability Act (HIPAA) and electronic prescribing standards. As the CIO, Tony provided oversight and leadership to CMS' 2 billion dollar annual expenditures on Information Technology (IT) products and services. Please join me in thanking Tony for his years of public service and wishing him great success in his future endeavors.
  Dave Nelson, currently Director of the Office of Enterprise Management (OEM), has agreed to serve as the Acting CIO for CMS upon Tony's departure. Under his leadership, Dave has ensured that OEM serves as the Agency's primary resource for development and coordination of strategic governance frameworks, execution, review, analysis, performance management, and development of business requirements for enterprise level business solutions for CMS.
  Additionally, Niall Brennan, currently the Director of the Office of Information Products and Data Analytics, Office of Enterprise Management, has agreed to serve as Acting Director of the Office of Enterprise Management. Niall has extensive experience in working collaboratively across the enterprise since joining CMS in 2010, including regulation development, program implementation, advanced analytics and data infrastructure and governance.
  And last, but most certainly not least, Tim Love, Deputy Center Director in the Center for Medicare, has agreed to accept the position of Acting Deputy Chief Operating Officer effective November 3, 2013. Tim brings a wealth of knowledge and a wide range of experience across the various business lines within CMS. I know you will all join me in giving him your full support in his new role.
  I am truly grateful for the dedication and expertise all of these individuals have brought to CMS, and the contributions they have made to this Agency over their years of service. I would also ask that you join me in thanking Tony, Dave, Niall and Tim for their commitment, leadership and service to CMS, and wishing them all continued success.
  Sincerely,
  Michelle SnyderChief Operating OfficerCMS
  Sarah Kliff covers health policy, focusing on Medicare, Medicaid and the health reform law. She tries to fit in some reproductive health and education policy coverage, too, alongside an occasional hockey reference. Her work has appeared in Newsweek, Politico, and the BBC. She is on Twitter and Facebook.
Sun sends out a significant solar flare
  Link to Article
  Archived Version
  Source: Phys.org - latest science and technology news stories
  Thu, 07 Nov 2013 00:08
  Sun sends out a significant solar flare1 hour ago by Karen C. FoxThe sun emitted a significant solar flare, peaking at 5:12 p.m. EST on Nov. 5, 2013. Solar flares are powerful bursts of radiation. Harmful radiation from a flare cannot pass through Earth's atmosphere to physically affect humans on the ground, however'--when intense enough'--they can disturb the atmosphere in the layer where GPS and communications signals travel.
  To see how this event may impact Earth, please visit NOAA's Space Weather Prediction Center at http://spaceweather.gov, the U.S. government's official source for space weather forecasts, alerts, watches and warnings.
  This flare is classified as an X3.3 flare. X-class denotes the most intense flares, while the number provides more information about its strength. An X2 is twice as intense as an X1, an X3 is three times as intense, etc.
  Increased numbers of flares are quite common at the moment as the sun's normal 11-year activity cycle is ramping up toward solar maximum conditions.
  Explore further:Sun emits fourth X-class flare in a week
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  UPDATE: Another solar flare erupted from the same area of the sun on Oct. 25, 2013,which peaked at 11:03 a.m. EDT. This flare is classified as an X2.1 class.
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  Javascript is currently disabled in your web browser. For full site functionality, it is necessary to enable Javascript. In order to enable it, please see these instructions.(C) Phys.org' 2003-2013
  Sun sends out a significant solar flare1 hour ago by Karen C. FoxThe sun emitted a significant solar flare, peaking at 5:12 p.m. EST on Nov. 5, 2013. Solar flares are powerful bursts of radiation. Harmful radiation from a flare cannot pass through Earth's atmosphere to physically affect humans on the ground, however'--when intense enough'--they can disturb the atmosphere in the layer where GPS and communications signals travel.
  To see how this event may impact Earth, please visit NOAA's Space Weather Prediction Center at http://spaceweather.gov, the U.S. government's official source for space weather forecasts, alerts, watches and warnings.
  This flare is classified as an X3.3 flare. X-class denotes the most intense flares, while the number provides more information about its strength. An X2 is twice as intense as an X1, an X3 is three times as intense, etc.
  Increased numbers of flares are quite common at the moment as the sun's normal 11-year activity cycle is ramping up toward solar maximum conditions.
  Explore further:Sun emits fourth X-class flare in a week
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  UPDATE: Another solar flare erupted from the same area of the sun on Oct. 25, 2013,which peaked at 11:03 a.m. EDT. This flare is classified as an X2.1 class.
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Press Release '' FAA Issues Final Rule on Pilot Training
  Link to Article
  Archived Version
  Thu, 07 Nov 2013 00:06
  WASHINGTON '' As part of its ongoing efforts to enhance safety and put the best qualified and trained pilots in the flight decks of U.S. airplanes, the Department of Transportation's Federal Aviation Administration (FAA) today issued a final rule that will significantly advance the way commercial air carrier pilots are trained.
  In addition, FAA Administrator Michael Huerta is inviting the nation's commercial aviation safety leaders to Washington, D.C. on November 21, to discuss additional voluntary steps that can be taken to further boost safety during airline operations, including pilot training.
  ''Today's rule is a significant advancement for aviation safety and U.S. pilot training,'' said U.S. Transportation Secretary Anthony Foxx. ''One of my first meetings as Transportation Secretary was with the Colgan Flight 3407 families, and today, I am proud to announce that with their help, the FAA has now added improved pilot training to its many other efforts to strengthen aviation safety.''
  The final rule stems in part from the tragic crash of Colgan Air 3407 in February 2009, and addresses a Congressional mandate in the Airline Safety and Federal Aviation Administration Extension Act of 2010 to ensure enhanced pilot training. Today's rule is one of several rulemakings required by the Act, including the requirements to prevent pilot fatigue that were finalized in December 2011, and the increased qualification requirements for first officers who fly U.S. passenger and cargo planes that were issued in July 2013.
  The final rule requires:
  ground and flight training that enables pilots to prevent and recover from aircraft stalls and upsets. These new training standards will impact future simulator standards as well;air carriers to use data to track remedial training for pilots with performance deficiencies, such as failing a proficiency check or unsatisfactory performance during flight training;training for more effective pilot monitoring;enhanced runway safety procedures; andexpanded crosswind training, including training for wind gusts."This pivotal rule will give our nation's pilots the most advanced training available,'' said FAA Administrator Michael Huerta. ''While the rule marks a major step toward addressing the greatest known risk areas in pilot training, I'm also calling on the commercial aviation industry to continue to move forward with voluntary initiatives to make air carrier training programs as robust as possible.''
  The FAA is focusing on pilot training for events that, although rare, are often catastrophic. Focusing on these events will provide the greatest safety benefit to the flying public. The recent rule to boost pilot qualifications for first officers has raised the baseline knowledge and skill set of pilots entering air carrier operations. Many air carriers have also voluntarily begun developing safety management systems (SMS), which will help air carriers identify and mitigate risks unique to their own operating environments.
  The FAA proposed to revise the training rules for pilots in 2009, one month prior to the Colgan Flight 3407 accident. The FAA issued a supplemental proposal on May 20, 2011, to address many of the NTSB's recommendations resulting from the accident, and incorporate congressional mandates for stick pusher, stall recovery and remedial training. A stick pusher is a safety system that applies downward elevator pressure to prevent an airplane from exceeding a predetermined angle of attack in order to avoid, identify, or assist in the recovery of a stall.
  On Aug. 6, 2012, the FAA issued Advisory Circular (AC) Stall and Stick Pusher Training to provide best practices and guidance for training, testing, and checking for pilots to ensure correct and consistent responses to unexpected stall events and stick pusher activations. A copy of the AC is available at online.
  Air carriers will have five years to comply with the rule's new pilot training provisions, which will allow time for the necessary software updates to be made in flight simulation technology. The cost of the rule to the aviation industry is estimated to be $274.1 to $353.7 million. The estimated benefit is nearly double the cost at $689.2 million. The final rule is available online.
Pilot training rules aimed at preventing disastrous stalls - CNN.com
  Link to Article
  Archived Version
  Thu, 07 Nov 2013 00:05
  By Ren(C) Marsh, CNN
  updated 6:48 PM EST, Tue November 5, 2013
  STORY HIGHLIGHTS
  New rules for pilot trainingCrash of plane in Buffalo, New York, impetus for some changesRecovering from stalls, wind gusts among priorities(CNN) -- The Obama administration announced new standards for commercial pilot training Tuesday, with Transportation Secretary Anthony Foxx calling it a "significant advancement for aviation safety and pilot training."
  The new rules from DOT and the Federal Aviation Administration will reinforce ground and flight training on aerodynamic stall and "upset," enabling pilots to prevent and recover from potential disaster. The emphasis will be on pilots gaining experience on handling a stall during simulator training.
  During an aerodynamic stall, the plane loses its lift. If the pilot doesn't correct it, the plane may crash.
  That is what investigators say led to the 2009 Colgan Air Flight 3407 crash near Buffalo, New York.
  The pilots did not recognize the plane was slowing down too quickly, investigators said. When confronted with signs that the Colgan Air plane was entering an aerodynamic stall, the pilot pulled on the plane's control column when he should have pushed -- a simple error that led to the death of 50 people, according to the National Transportation Safety Board (NTSB).
  Investigators said the pilots were not adequately trained to handle stalls.
  The new pilot training standard not only calls for teaching pilots how to react and prevent aerodynamic stalls. It also mandates expanded training on how to handle crosswinds, wind gusts, enhanced runway safety procedures and more effective pilot monitoring.
  NTSB board members said they were struck by the amount of conversation between the Colgan Air captain and first officer, saying it was "almost continuous." By continuously conversing, the crew "squandered time and their attention" -- resources that should have been spent gaining awareness of their surroundings and preventing errors, according to the NTSB.
  The crash prompted Congress to order new rule changes and update regulations. Families of Colgan crash victims pushed hard for lawmakers to act.
  "One of my first meetings as transportation secretary was with the Colgan Flight 3407 families, and today, I am proud to announce that with their help, the FAA has now added improved pilot training to its many other efforts to strengthen aviation safety," said Foxx.
  Tuesday's new pilot training rule addresses a congressional mandate in the Airline Safety and Federal Aviation Administration Extension Act of 2010 to ensure enhanced pilot training.
  It is the third of significant rulings required by the act, including increased qualification requirements for first officers who fly U.S. passenger and cargo planes issued in July 2013.
  The FAA mandated that pilots will need more cockpit training to become fully certified first officers for U.S. passenger and cargo airlines.
  Co-pilots must complete 1,500 hours' total time as a pilot under the new rules, which took effect August 1. Previously, first officers were required to have only a commercial pilot certificate, which requires 250 hours of flight time.
  The rule also requires first officers to undergo new training and testing specifics to the planes they fly.
  In December 2011, final rules to prevent pilot fatigue were finalized.
  The sweeping pilot fatigue rule governs how much time off commercial passenger pilots must have between work shifts, ensuring they have a longer opportunity for rest before they enter the cockpit.
  It sets a 10-hour minimum rest period prior to a flight duty period, a two-hour increase over the old rules. The new rule also mandates that a pilot must have an opportunity for eight hours of uninterrupted sleep within the 10-hour rest period.
  FAA Administrator Michael Huerta said at Tuesday's announcement this is the first fundamental rewrite of pilot training requirements in two decades.
  Air carriers will have five years to comply with the rule's new pilot training provisions, which the agencies say will allow time for the necessary software updates to be made in flight simulation technology.
  Ren(C) Marsh is CNN's aviation and government regulation correspondent.
ABC anchor Elizabeth Vargas checks into rehab for alcohol abuse: 'I will deal with this challenge one day at a time' - NY Daily News
  Link to Article
  Archived Version
  Wed, 06 Nov 2013 23:51
  Sara Jaye Weiss/Sara Jaye WeissElizabeth Vargas has confirmed she is seeking treatment for alcohol abuse.
  ABC's ''20/20'' co-anchor Elizabeth Vargas has been MIA on the air for weeks, and Confidenti@l has learned she's been in a well-respected rehab center for alcohol abuse.
  ''She's checked herself into a facility, and she's getting treatment,'' one insider close to Vargas, 51, tells us. ''She's been there for a few weeks and will be there for another few weeks.''
  Vargas, who will be returning to her anchor perch behind the news desk when she is released and feeling better, confirmed she is in a treatment center and relayed the following:
  ''Like so many people, I am dealing with addiction. I realized I was becoming increasingly dependent on alcohol. And feel fortunate to have recognized it for the problem it was becoming. I am in treatment and am so thankful for the love and support of my family, friends and colleagues at ABC News. Like so many others, I will deal with this challenge one day at a time. If coming forward today gives one other person the courage to seek help, I'm grateful.''
  When the senior staff at the Disney-owned network had begun whispering about her whereabouts, they were officially told that she was on ''medical leave,'' but many suspected she had been getting help for an alcohol problem and would be returning soon.
  ''We are proud of the steps Elizabeth has taken and are pulling for her recovery,'' an ABC spokesman says. ''We look forward to having her back home at ABC News, where she has done so much distinguished work over the years. Elizabeth is a member of our family, and we will support her in every way we can.''
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  A Second Level HeaderA Third Level HeaderA Fourth Level HeaderA Fifth Level HeaderA Sixed Level HeaderNow is the time for all good men to come to the aid of their country. This is just a regular paragraph.
  The quick brown fox jumped over the lazy dog's back.
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  I get 10 times more traffic from Google than from Yahoo or MSN.
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Brother dismisses conspiracy theories of 'Michael Hastings truthers'
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  Archived Version
  Source: BlackListedNews.com
  Wed, 06 Nov 2013 23:46
  The brother of journalist Michael Hastings says he and his family were satisfied with the police investigation into his brother's fatal car crash and dismissed claims by ''truthers''who believe he was killed by the government.
  ''There were a lot of journalists-in-quotes who didn't seem to have read (the police report) very carefully or were, irresponsibly I think, taking things out of context,'' said Jonathan Hastings. ''I guess that's understandable '-- I mean, of course the press is going to sensationalize things and play up the juicy stuff. But just because it was understandable didn't mean I liked it.''
  Jonathan Hastings discussed his late younger brother, an author and journalist who'd written for Newsweek, Rolling Stone and Buzzfeed, and his June 18 death at age 33 during an interview published Monday on the Uncouth Reflections blog.
  ''I think it's kind of strange that there are now 'Michael Hastings Truthers' out there, but that just seems to be a side-effect of how the internet works these days,'' Hastings said. ''Maybe I shouldn't be surprised that there are so many people who are really invested in the idea that he was murdered by the government, but I still think it's a weird thing for people who didn't know him to get hung up on. A lot of them seem not to have been familiar with his work before he died, so it isn't simply a result of grieving fans, or something.
Wall Street settlements don't mean much
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  Source: BlackListedNews.com
  Wed, 06 Nov 2013 23:46
  By week's end, we could have two major settlements against Wall Street firms that will be touted as proof that President Obama means what he says '-- that the fats cats will be held responsible for their actions.
  Don't buy it.
  The administration spin machine will make much of Monday's settlement with SAC Capital, the giant hedge fund, and one nearly finalized with JP Morgan, the nation's biggest bank.
  ...The plea deal shuts down SAC Capital and forces its founder, Steve Cohen, to cough up a massive $1.8 billion fine to settle insider-trading charges. Bharara breathlessly described the payment as the ''largest fine in the history of insider trading offenses'' and an ''appropriate price for the pervasive and unprecedented institutional misconduct that occurred here.''
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VIDEO- Mia Marie Pope Oust Obama - YouTube
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  Wed, 06 Nov 2013 23:35
Amazon's New Shows Alpha House and Betas Are Going To Fail, Here's Why
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  Wed, 06 Nov 2013 23:27
  Two of this fall's most interesting new comedies are going to fail, and its all Amazon's fault.
  Alpha House and Betas, developed for Amazon in a full season streaming model similar to Netflix's House of Cards, aired their pilots'--along with 12 others that didn't get a series order'--back in April, to very little fanfare outside of the entertainment blogosphere. At the time that seemed smart: if the airing of those 14 pilots went well, Amazon could tout it after the fact; if the experiment in turning an online retailer into a production company failed, it could easily be brushed under the rug. But the two comedies that made it out of the Gladiator-esque ring are now about to premiere in a week, and it's looking very likely that they just might fail.
  1. There is virtually no advertising for them.
  Alpha House boasts a great premise: four Republican senators living in a joint crash pad in Washington, D.C. (according to The New York Times, the show is loosely based on Democratic senators Charles Schumer and Richard Durbin, and representatives George Miller and Bill Delahunt). It was written by Doonesbury author Garry Trudeau, who has developed with HBO in the past. It stars John Goodman'--arguably one of the most versatile small screen actors of late'--who has more than proven his comedy chops, but also just had an unforgettable turn on FX's Damages. Yet after an exhaustive search for any sort of advertising for the show, I found nothing more than one promotional photo being on used on any blog review. There's one trailer uploaded to YouTube during the launch of the pilot experiment, but for a show that's airing all its episodes in a mere 10 days, I've seen no billboards, newspaper advertisements, website banner ads'--not even on Amazon itself. Betas suffers a similar fate.
  To make sure that I wasn't just bad at searching websites, I put the question out to my colleagues: all people who spend way too much time in front of their first screens, second screens, third screens, etc. Three had never heard about it, one said "I knew about it but can't name any and have no particular interest," and a fifth said he'd heard about it just that day, then realized it was because I'd asked about it ten minutes earlier. When House Of Cards was launched, Netflix didn't put many costly television ads behind it, but Kevin Spacey and his bleeding hands were plastered on billboards and websites across the nation.
  Launching a new service is something that requires press'--all of that traffic Amazon gets via retail is doing it no good if banner ads urging me to go holiday shopping outshine the two big shows they're launching within days.
  2. Amazon's streaming interface is hard to use.
  Amazon does not make it easy to view any of their streaming video'--movies and television you can purchase from them, much less their new shows. From the site itself, to access their streaming content, you have to click a small button for Amazon departments and navigate from there. Their home page is customized to your purchase history, but all I purchase from Amazon is movies to view through Prime, and my home page is still a litany of soap dispenser fire sales.
  Digital players like Roku carry Amazon Prime, but Apple TV doesn't, which cuts out a huge market share of people who are willing to online stream. Make your shows hard to find, on a web platform that doesn't look nearly as elegant as Hulu Plus (or even Netflix, which isn't exactly a model of streaming service design), and you're alienating viewers before you even lured them in.
  3. The digital marketplace is crowded.
  Thanks to Netflix and Hulu Plus, along with MSN, YouTube, and AOL all joining the digital series game, the landscape is currently well populated with quality programming. Add in established broadcast networks focusing more on their digital offerings'--Comedy Central added six new digital series to their returning three today'--and even a cable cord-cutter has more options than they know what do with.
  To stand out, Amazon needs to show that their original programming can compete with Netflix in a way that even Hulu currently can't (no disrespect to Hulu's Moone Boy, which I love).
  4. Amazon is dominating the news cycle, but it's not helping the shows.
  The upside to being on Amazon is that, according to Quantcast, you're on the sixth most visited website in America. And Amazon has been making a lot of waves in the news lately: CEO Jeff Bezos boughtThe Washington Post earlier this summer; tales of Amazon working conditions have been making the blogosphere rounds, namely on Gawker; Bezos' wife MacKenzie came under fire just today for leaving a 1-star review on the site of a book that's critical towards her husband. While all press is good press, all that Amazon press is overshadowing their shows. Call it the NBC Ben Silverman model'--there reached a point in NBC's tenure where the hard-partying chairman of the time's antics started becoming all entertainment writers could talk about, and suddenly NBC's shows became an afterthought.
  5. The launch coincides with fall television premieres.
  Given how network television has been lately'--weak, quickly cancelled, not very engaging'--this shouldn't be an issue, but it is. The fall television marketplace is crowded. People are still in the middle of the great DVR shuffle: what do you cancel? What do you stick with? Why does Time Warner's DVR end a show right in the middle of the tag? (And no I can't just extend my record time by a minute, otherwise it won't let me record my next show, even on the same network. This dance is very complicated.) When you launch a show in that fall marketplace, you have to be noisy to even get viewers. House of Cards launched February 1st of this year, Orange Is The New Black, July 11th. Both shows came out a time when viewers generally had more bandwidth to take on a new show'--there's a reason scheduling is one of the most important departments at networks. Factor in that Amazon's pilots for the shows aired in April, but the series didn't premiere until almost seven months later, and you're losing what little momentum the shows already had.
  All of the above is not to say that Alpha House and Betas won't be good'--both have been getting pretty decent reviews for new shows shot on shoestring budgets, but if things keep trending the way they are with Amazon, it'll take more than just a great script and cast to keep either of these on the air.
It's A Small, Small World
  Link to Article
  Archived Version
  Source: a.nolen
  Wed, 06 Nov 2013 23:26
  '... and the crazy thing is that he's CIA.
  I'm getting a little tired of the debates swirling around the NSA, GCHQ and yes, even the hero of the story. Well-intentioned people know what has to be done: a roll-back of the short-sighted laws and funding that allowed these programs to flourish. There needs to be a change in our attitude towards our leaders: they're not our friends, they need to be watched constantly and critically. Being a citizen in a democracy is hard work.
  So, I don't need to hear another Google executive shout ''F*ck You!'' to some faceless agent now that the horse is out; I don't need to hear any more shrieks about how ''he's definitely KGB now''; and I certainly don't need to hear how the NSA is just another link in the chain of the white man's oppression. The noise is truly deafening.
  I will quietly point out the obvious.
  1) Both Google and the NSA/GCHQ/Every-Other-Developed-Country's-Secret-Service can be abusive AT THE SAME TIME. I feel kinda bad for the NSA'ers lately, since they're being thrown on the pyre to preserve what's left of public faith in the Sergey Brins of the world.
  Food for thought: who can afford to attend Appelbaum's talk on the evil NSA this evening?
  Answer:
  Who's your daddy, Jacob? Those crazy outfits don't come cheap.
  2) Russian and US intelligence services share information. I know this, because when the Boston Bombing happened, the Russians feasted on a helping of ''Itoadaso''.
  If Snowden's revelations are one big Ruskie psy-op, then the Russians have shot themselves in the foot, because they don't have a replacement Microsoft and nobody would trust it if they did. If the Russians thought exposing espionage THAT EVERYBODY DOES TO EACH OTHER would 'break up five eyes' or any of their satellite partners, they were spectacularly ill-informed. I don't think the GRU is that dumb.
  The Russians have an interest in protecting US-corporate intelligence networks that don't spy on the Kremlin in proportion to the amount of data the NSA shares. And as we know from ''team sport'' revelations, the NSA likes to share. (The Russians may even have an interest in preserving US networks that do spy on the Kremlin, so they can be used to feed disinformation'' there's been no Russian Merkel!)
  IF Snowden started as a Russian plot, it was an extremely unprofessional and stupid plot, which the Russians are not in a good position to benefit from. The Russians have more incentive to HELP the Americans preserve their US-corporate intelligence assets than the Russians have incentive to tear those assets down.
  That's not to say Snowden isn't in GRU orbit now; sorta like how Solzhenitsyn was sucked into CIA orbit when he moved to Vermont. I hope this ends as well for Snowden as it did for Aleksandr Isayevich.
  And number 3) ? I'm gonna put on a mask made famous by a Hollywood movie and then have George Soros buy me a plane ticket.
  The point is, these spooks have more reason to work together than they have to fight'' really fight, not just pout on camera. If you don't believe me, perhaps you'll believe DiFi.
  __________________________________________
  I have lots of fun. Check out the sponsors of Appelbaum's ''Evil NSA'' talk today at the ''20th ACM Conference on Computer and Communications Security'':
  SILVER: Google, Microsoft
  GOLD: The National Science Foundation (US), Army Research Office (US)
  Really? At some point the sloppiness becomes insulting.
  Here's what one (supposed) attendant has tweeted about Jacob's talk:
  He's joking, right? I'll have to wait to find the talk on Youtube to know for sure.
  Like this:LikeLoading...
Twitter / ioerror: Successful indication my birthday ...
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  Wed, 06 Nov 2013 23:25
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Jacob Appelbaum | CCS 2013
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  Wed, 06 Nov 2013 23:24
  Invited Talk by Jacob AppelbaumIndependent Security Analyst and The Tor ProjectTitle: The New Threat Models
  Time: Wednesday, Nov 6th, 2013 at 4:30 pm in Room B07-B08
  Abstract: The recent leaks of information by Edward Snowden teach us about the behaviors, specific goals, various techniques, as well as the overall motivations behind certain well funded attackers. The information presented by journalists raise extremely serious questions about the trade-offs being made by these attackers. The subverting of academics, industry and scientific standardization bodies is not only concerning, it threatens to undermine analysis performed on the basis of certain ground truths. How does this impact society? How does it impact industry? What empowers these attackers and how is it that it does not empower other attackers? What problems and threat models need to be considered? What are the key problems that we must consider with regard to security, privacy, anonymity and society?
  Bio: Jacob Appelbaum works as a journalist, a photographer, and as a software developer and researcher with The Tor Project. He also trains interested parties globally on how to effectively use and contribute to the Tor network, an anonymity network for everyone. He is a founding member of the hacklab Noisebridge in San Francisco where he indulges his interests in magnetics, cryptography and consensus based governance. He was a driving force in the team behind the creation of the Cold Boot Attacks; winning both the Pwnie for Most Innovative Research award and the Usenix Security best student paper award in 2008. Additionally, he was part of the MD5 Collisions Inc. team that created a rogue CA certificate by using a cluster of 200 PlayStations funded by the Swiss taxpayers. The ''MD5 considered harmful today'' research was awarded the best paper award at CRYPTO 2009.
Sponsors | CCS 2013
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  Wed, 06 Nov 2013 23:24
  We thank all our sponsors:
  Horst G¶rtz Stiftung BOSCH SAPARONSFCISCOIntelMicrosoft ResearchGoogleHeise SecurityNXPCertgateSIC Indiana UniversitySirrix AGKOBILIBM ResearchYou want to be a sponsor? See Call for Sponsorship.
Presidential Proclamation -- Veterans Day, 2013
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  Archived Version
  Source: White House.gov Press Office Feed
  Wed, 06 Nov 2013 22:24
  The White House
  Office of the Press Secretary
  For Immediate Release
  November 05, 2013
  VETERANS DAY, 2013
  - - - - - - -
  BY THE PRESIDENT OF THE UNITED STATES OF AMERICA
  A PROCLAMATION
  On Veterans Day, America pauses to honor every service member who has ever worn one of our Nation's uniforms. Each time our country has come under attack, they have risen in her defense. Each time our freedoms have come under assault, they have responded with resolve. Through the generations, their courage and sacrifice have allowed our Republic to flourish. And today, a Nation acknowledges its profound debt of gratitude to the patriots who have kept it whole.
  As we pay tribute to our veterans, we are mindful that no ceremony or parade can fully repay that debt. We remember that our obligations endure long after the battle ends, and we make it our mission to give them the respect and care they have earned. When America's veterans return home, they continue to serve our country in new ways, bringing tremendous skills to their communities and to the workforce -- leadership honed while guiding platoons through unbelievable danger, the talent to master cutting-edge technologies, the ability to adapt to unpredictable situations. These men and women should have the chance to power our economic engine, both because their talents demand it and because no one who fights for our country should ever have to fight for a job.
  This year, in marking the 60th anniversary of the Korean War Armistice, we resolved that in the United States of America, no war should be forgotten, and no veteran should be overlooked. Let us always remember our wounded, our missing, our fallen, and their families. And as we continue our responsible drawdown from the war in Afghanistan, let us welcome our returning heroes with the support and opportunities they deserve.
  Under the most demanding of circumstances and in the most dangerous corners of the earth, America's veterans have served with distinction. With courage, self-sacrifice, and devotion to our Nation and to one another, they represent the American character at its best. On Veterans Day and every day, we celebrate their immeasurable contributions, draw inspiration from their example, and renew our commitment to showing them the fullest support of a grateful Nation.
  With respect for and in recognition of the contributions our service members have made to the cause of peace and freedom around the world, the Congress has provided (5 U.S.C. 6103(a)) that November 11 of each year shall be set aside as a legal public holiday to honor our Nation's veterans.
  NOW, THEREFORE, I, BARACK OBAMA, President of the United States of America, do hereby proclaim November 11, 2013, as Veterans Day. I encourage all Americans to recognize the valor and sacrifice of our veterans through appropriate public ceremonies and private prayers. I call upon Federal, State, and local officials to display the flag of the United States and to participate in patriotic activities in their communities. I call on all Americans, including civic and fraternal organizations, places of worship, schools, and communities to support this day with commemorative expressions and programs.
  IN WITNESS WHEREOF, I have hereunto set my hand this fifth day of November, in the year of our Lord two thousand thirteen, and of the Independence of the United States of America the two hundred and thirty-eighth.
  BARACK OBAMA
BadBios Virus: 5 Fast Facts You Need to Know | HEAVY
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  Archived Version
  Wed, 06 Nov 2013 22:21
  It started three years ago when Dragos Ruiu noticed something bizarre: his MacBook Air, with a fresh install of OSX spontaneously updated the booting firmware. He soon discovered that this was no ordinary virus, but rather something truly spectacular, a virus so insidious, it's been described as "Bigfoot" Here's 5 Fast Facts about Badbios and Dragos Ruiu' story.
  1. The Virus May Have Spread Via 'High-Frequency' Sounds or 'Ultrasound'The most interesting part of the whole story is the allegation that the virus can "repair itself" using high-frequency sounds transmitting across the room. This diagram explains how this would work:
  Essentially, in a room where there are multiple infected computers, the computers could talk to each other using high frequency sounds and each of their microphones and speakers. This means that even without a hardware or wireless or ANY real connection, the virus could steal "heal" itself, as it was secretly accessing the internet using sounds.
  2. Some Are Claiming It's Physically Impossible, It's NotIt is exceedingly difficult and sophisticated, but in theory, it could be done.
  For one, computer speakers can make sounds that the average person cannot hear. Explaining how this can be used to transmit data is a bit more complicated, however.
  Imagine the keys of a piano. While on a real piano, a person can hear any key that is played, a computer can play "keys" that few people could hear. Imagine that the computer is playing an inaudible white key, and then an inaudible black key, switching between them (or playing them subsequently) at a rate of 8 keys per minute. For each white key it plays, it transmits a 1, and for each black key, it transmits a 0. Using this system, the computer could transmit "10010010" in one second.
  Meantime, the other computer is "listening" to this sound, and every eighth of a second, it knows whether it has heard a "1" or a "0."
  While in this example the rate of data transmission is horrifically slow (one byte per second),it could be significantly faster in the hands of a skilled hacker.
  Lending credence to the whole idea, the CEO of Errata Security said
  "Really, everything Dragos reports is something that's easily within the capabilities of a lot of people. I could, if I spent a year, write a BIOS that does everything Dragos said badBIOS is doing. To communicate over ultrahigh frequency sound waves between computers is really, really easy."
  3. The More Likely Culprit is USB DrivesDragos said "The suspicion right now is there's some kind of buffer overflow in the way the BIOS is reading the drive itself, and they're reprogramming the flash controller to overflow the BIOS and then adding a section to the BIOS table."
  While both are possible, this form of transmission is much more plausible and simple.
  An additional side effect is that CDs burned on infected computers have strange files:
  4. Dragos has Released a File Containing Parts of the InfectionHe posted this to Google+ on the 25th. Hopefully, as more people see the infected files, someone will figure out exactly what is happening:
  5. Twitter is Blowing Up Over the IssueThe fascinating story, straight out of a sci-fi flick, is engrossing to security professionals and even laymen throughout the Twittersphere.
  ...http://www.heavy.com/tech/2013/10/badbios-virus-dragosr-what-is/
  Share
Zippidy dood dah
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  Wed, 06 Nov 2013 22:18
  Yes I am exploring the reality of running for CA 4th District. After all I am the Baron of Placer County.
  It's only fair that I feel responsible for my Protectorate. And, surely, something has to be done!
  At my real base motivation I want to take the oath and actually defend the constitution. Especially regarding NSA monitoring.
  I am a technologist and I know what they are doing and how. Somehow this needs to be called out and made understood.
  Since I can't compete with the parties moneyed interests, I have to do it with volunteered efforts and little money.
  If I it can be done without spending or intending to spend $5000.00, that's the threshold triggers fiduciary responsibilities.
  Things like blogs and websites and social media are excluded from the equations accounting. So I have the internet to use.
  I've been studying the numbers and it seems ultimately doable, and that should scare me. But, weirdly, it doesn't. So I am just putting it out there wondering what you two think?
  And'...
  In this scenario I become attached to no special interest and are therefore the NO AGENDA candidate! '...Well maybe? I have trouble making that connection and if the NA Nation has ideas to connect that I would love to hear about it.
  Cheers,
  Baron Von Gerlach
'Silk Road 2.0' Launches, Promising A Resurrected Black Market For The Dark Web - Forbes
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  Wed, 06 Nov 2013 21:43
  Log in with your social account:Or, you can log in or sign up using Forbes.New Posts+19 posts this hourMost Popular5 LinkedIn StrategiesListsThe Most Powerful PeopleVideoHillary Clinton's WorldThe ONE Stock to Buy in NovemberHelp|Connect
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Silk Road 2.0 launches with goal of resurrecting web's most popular drug marketplace | The Verge
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  Archived Version
  Wed, 06 Nov 2013 21:42
  The Silk Road is back. A relaunched version of the online drug marketplace has gone live today, joining existing alternatives that have seen a surge in popularity after authorities shut down the original Silk Road and busted its alleged mastermind. Silk Road 2.0 again tries to conceal the identity of both buyers and sellers by hiding itself behind the anonymizing network Tor, and Bitcoin remains the site's preferred currency. The site's administrator has even taken on the moniker of Dread Pirate Roberts, the same pseudonym that authorities believe was used by Ross Ulbricht before his capture.
  Many members of the old site have already made the transition to Silk Road 2.0, even going so far as to reproduce popular discussion threads in the forums. New signups aren't being accepted, as for now only existing community members can issue invites to expand the site's audience. Despite reports that authorities are hunting down the Silk Road's most active sellers, things are already off to a fast start: Forbes reports that nearly 500 drug listings can already be found on Silk Road 2.0. Visually speaking, the new site is nearly identical to its predecessor. There is one change, though: a new login page taunts law enforcement by parodying the domain seizure notice commonly used by the Justice Department.
  The goading goes even further: AllThingsVice reports that users are greeted with a victorious "we rise again" slogan upon successful sign-in. As an added layer of security, Silk Road members can choose to authenticate with a PGP encryption key, though it remains to be seen if these measures will help Silk Road 2.0 avoid the original's fate.
  Our server has just had a phenomenal spike - bare with us.
  '-- Dread Pirate Roberts (@DreadPirateSR) November 6, 2013
Chase Isn't the Only Bank in Trouble | Matt Taibbi | Rolling Stone
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  Wed, 06 Nov 2013 21:12
  Allegations of multiple Wall Street scandals could have major implications
  Getty Images
  I've been away for weeks now on a non-financial assignment (we have something unusual coming out in Rolling Stone in a few weeks) so I've fallen behind on some crazy developments on Wall Street. There are multiple scandals blowing up right now, including a whole set of ominous legal cases that could result in punishments so extreme that they might significantly alter the long-term future of the financial services sector.
  As one friend of mine put it, "Whatever those morons put aside for settlements, they'd better double it."
  Firstly, there's a huge mess involving possible manipulation of the world currency markets. This scandal is already drawing comparisons to the last biggest-financial-scandal-in-history (the Financial Timeswondered about a "repeat Libor scandal"), the manipulation of interest rates via the gaming of the London Interbank Offered Rate, or Libor. The foreign exchange or FX market is the largest financial market in the world, with a daily trading volume of nearly $5 trillion.
  Regulators on multiple continents are investigating the possibility that at least four (and probably many more) banks may have been involved in widespread, Libor-style manipulation of currencies for years on end. One of the allegations is that traders have been gambling heavily before and after the release of the WM/Reuters rates, which like Libor are benchmark rates calculated privately by a small subset of financial companies that are perfectly positioned to take advantage of their own foreknowledge of pricing information.
  A month ago, Bloomberg reported that it had observed a pattern of spikes in trading in certain pairs of currencies at the same time, at 4 p.m. London time on the last trading day of the month, when WM/Reuters rates are released. From the article:
  In the space of 20 minutes on the last Friday in June, the value of the U.S. dollar jumped 0.57 percent against its Canadian counterpart, the biggest move in a month. Within an hour, two-thirds of that gain had melted away.
  The same pattern '' a sudden surge minutes before 4 p.m. in London on the last trading day of the month, followed by a quick reversal '' occurred 31 percent of the time across 14 currency pairs over two years, according to data compiled by Bloomberg. For the most frequently traded pairs, such as euro-dollar, it happened about half the time, the data show.
  The recurring spikes take place at the same time financial benchmarks known as the WM/Reuters (TRI) rates are set based on those trades'...
  The Forex story broke at a time when the industry was already coping with price-fixing messes involving oil (the European commission is investigating manipulation of yet another Libor-like price-setting process here) and manipulation cases involving benchmark rates for precious metals and interest rate swaps. As Quartzput it after the FX story broke:
  For those keeping score: That means the world's key price benchmarks for interest rates, energy and currencies may now all be compromised.
  Perhaps most importantly, however, there's a major drama brewing over legal case in London tied to the Libor scandal.
  Guardian Care Homes, a British "residential home care operator," is suing the British bank Barclays for over $100 million for allegedly selling the company interest rate swaps based on Libor, which numerous companies have now admitted to manipulating, in a series of high-profile settlements. The theory of the case is that if Libor was not a real number, and was being manipulated for years as numerous companies have admitted, then the Libor-based swaps banks sold to companies like Guardian Care are inherently unenforceable.
  A ruling against the banks in this case, which goes to trial in April of next year in England, could have serious international ramifications. Suddenly, cities like Philadelphia and Houston, or financial companies like Charles Schwab, or a gazillion other buyers of Libor-based financial products might be able to walk away from their Libor-based contracts. Basically, every customer who's ever been sold a rotten swap product by a major financial company might now be able to get up from the table, extend two middle fingers squarely in the direction of Wall Street, and simply walk away from the deals.
  Nobody is mincing words about what that might mean globally. From a Reuters article on the Guardian Care case:
  "To unwind all Libor-linked derivative contracts would be financial Armageddon," said Abhishek Sachdev, managing director of Vedanta Hedging, which advises companies on interest rate hedging products.
  Concern over all of this grew even hotter last week with the latest Libor settlement, in which yet another major bank, the Dutch powerhouse Rabobank, got caught monkeying with the London rate.
  Rabobank paid over a billion in fines to American, British, Dutch and Japanese authorities and saw its professorial CEO, Piet Moerland, resign as a result of the probe. The investigation revealed the same disgusting stuff all of the other Libor probes had revealed '' traders and various other mid-level bank sociopaths laughing and joking about rigging rates and screwing customers all over the world. From the WSJ:
  In a July 2006 electronic chat, an unidentified Rabobank trader was informed about the bank's plans to set Libor "obscenely high" that day, according to an exchange cited by the Justice Department. The trader responded, "oh dear . . . my poor customers . . . . hehehe!!"
  Here at home, virtually simultaneous to the Rabobank settlement, Fannie Mae filed a suit against nine banks '' including Barclays Plc (BARC), UBS AG (UBSN), Royal Bank of Scotland Plc, Deutsche Bank AG, Credit Suisse Group AG, Bank of America, Citigroup and JPMorgan '' for manipulating Libor, claiming that the mortgage-financing behemoth lost over $800 million due to manipulation of the benchmark rate by the banks.
  And virtually simultaneous to that, JP Morgan Chase disclosed that it is currently the target of no fewer than eight federal investigations, for activities ranging from possible bribery of foreign officials in Asia to allegations of improper mortgage-bond sales to . . . the Libor mess. "The scope and breadth of risky practices at JPMorgan are mind-boggling," Mark Williams, a former Federal Reserve bank examiner, toldBloomberg.
  The point of all of this is that any thought that the potential Chase settlement might begin a period of regulatory healing for it and other Wall Street banks appears to be wildly mistaken. If anything, the scope of potential liability for all the major banks, particularly in these market-rigging furors, appears to be growing in all directions.
  A half-year ago, it looked like the chief villains in the Libor mess at least were going to get away with writing relatively small checks. Back in March, a major private class-action suit filed by a gaggle of plaintiffs against the banks for Libor manipulation was tossed by a federal judge here in the southern District of New York on the seemingly preposterous grounds that a bunch of banks getting together to monkey with the value of world interest rates in this biggest-in-history financial collusion case was somehow now an antitrust issue.
  The banks in that case humorously implied that the victims might have done better to sue for fraud instead of manipulation ("The plaintiffs, I believe, are confusing a claim of being perhaps deceived," one bank lawyer put it, "with a claim for harm to competition"), and the judge seemed to agree.
  Moreover, when the plaintiffs' lawyers tried to make a point about the seemingly key fact that a series of governments had already concluded settlements with the banks for manipulating Libor, the judge '' the Hon. Naomi Rice Buchwald '' mocked the plaintiffs' lawyers for trying to ride to civil victory on a wave of government settlements:
  Wait a second. Your job here, as plaintiffs' counsel, looking for whopping legal fees, is not to piggyback on the government. Indeed, the reason that there are statutes that provide plaintiffs' counsel with attorney's fees is a recognition that the government has limited resources.
  The banks must have thought they'd hit the lottery, with this potentially deadly Libor suit suddenly stopped dead in its tracks by a grumpy federal judge with an apparent distaste for plaintiff lawyers who collect "whopping" legal fees. So the victims tried to take a different tack, appealing to a federal panel in an attempt to allow them to file their suits against the banks on a state-by-state level.
  But then, in a seemingly fatal blow to the private claims, the U.S. Judicial Panel on Multidistrict Litigation ruled in favor of the banks, sending the case right back into the courtroom of the same judge who'd dumped on the plaintiffs' lawyers and their "whopping fees."
  That was just a month ago, at the beginning of October, and back then it seemed like the banks might somehow escape the Libor mess with their necks intact.
  Now, a month later, yet another bank has been forced to cough up a billion dollars for Libor manipulation, Fannie Mae has filed a major suit on the same grounds, and the Guardian Care Homes case is not only alive but looking like a threat to cancel billions of dollars' worth of Libor-related contracts. Not only that, many of those same banks are being sucked into what potentially is an even uglier scandal involving currency manipulation.
  One gets the feeling that governments in all the major Western democracies would like to sweep these manipulation scandals under the rug. The only problem is that the scale of the misdeeds in these various markets is so enormous that even the most half-assed attempt at regulation will cause a million-car pileup.
  There's simply no way to do a damage calculation that won't wipe out the entire finance sector when you're talking about pervasive, ongoing manipulation of $5-trillion-a-day markets. That's the problem '' there's no way to do a slap on the wrist in these cases. If they're guilty, they're done.
VIDEO-I want a nuclear plant in my backyard. So do some of my neighbors - Atomic Insights
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  Wed, 06 Nov 2013 20:29
  Though I sometimes suffer from the blues, I am not crazy '-- I swear. Even though I am just a guy who often blogs in my PJs, I'm also pretty sure that I am not a nobody. In fact, none of us are nobodies, we are all somebody to our friends, families and ourselves.
  Therefore, my stomach tightens when someone like Van Jones asserts that ''no body wants a nuclear plant in their backyard.'' Perhaps it is because I have lived for several months at a time '-- 11 times '-- with a nuclear propulsion plant sealed up in the same 425 foot long steel tube that I occasionally called ''home''. Maybe is because I have lived in or visited a number of towns that already have a nuclear plant in their figurative backyard.
  I also just returned from a meeting in another town '-- Idaho Falls, ID '-- where nearly every resident would vote to host a new nuclear power plant. The state's Lieutenant Governor spoke at that meeting and essentially told the assembled audience full of vendors, suppliers, academics, and operators to ''come to Idaho'' and build.The residents of Idaho Falls, a town that is on the border of a place that was once known as the National Reactor Testing Station, are comfortable with nuclear energy because they know nuclear energy. The Idaho National Laboratory proudly reminds visitors that it has been the site of 52 nuclear reactors during its 60 year history.
  EBR-I lit four 200 Watt light bulbs
  Idaho Falls residents have personally experienced many of nuclear energy's positives and negatives. Some of them have been around long enough to have first hand memories of the response and investigation of the only fatal nuclear reactor accident that ever took place in the United States. That accident at the SL-1 occurred when a marginally trained operator on a reactor built and operated with a politically constrained budget pulled too hard on a sticky control rod and caused a steam explosion. Some of them are involved in the current clean up effort and recognize that many past practices were not well thought out. Some recall early experiments like the very first production of electricity from a nuclear fission reactor, lighting up ARCO, Idaho in June 1955 or purposely ejecting control rods at BORAX to find out how much damage a destroyed reactor might cause.
  Too few of the residents have experienced one of the biggest positives about nuclear energy, its ability to provide as much or as little emission-free energy as anyone could need or want. Idaho Falls itself has never been powered by a fission power plant, though EBR-II used to provide about half of the electricity used by the entire Idaho National Lab complex.
  However, when a substantial number of the town's residents gathered at their historic Colonial Theater on October 30 to watch Robert Stone's Pandora's Promise, they cheered with pride when the film turned its attention to their home territory. They paid close attention as the film told the story of Chuck Till and the effort that he led for a decade to develop the Integral Fast Reactor (IFR), a sodium cooled fast reactor that was intelligently designed with several evolutionary features worth a brief mention.
  It used a large pool of sodium rather than a piping system to move coolant.It used double walled tubes in the steam generator.It used a metal alloy fuel.The project also included development of a fuel recycling method that, while still not perfect, addressed many of the issues associated with the first generation aqueous reprocessing method first developed to isolate virtually pure Pu-239 for explosive uses.Those features combined to form a complete system that demonstrated '-- by physical testing '-- that it could withstand a complete loss of all power without any damage. That was the initiating event that led to the memorable core melts and hydrogen explosions at some of the units at Fukushima Daiichi.
  EBR-II, the power plant part of the Integral Fast Reactor project, produced reliable electricity for 30 years; it was a demonstration plant, not a ''bread-board'' prototype. The IFR project also came close to showing that the system could recycle material that other reactors discharged as ''waste'' and that it could perform that task without producing any material that would be even as useful for weapons as the low grade uranium ore that is distributed throughout the world.
  Of course, the Idaho Falls audience for Pandora's Promise also knew enough of their history to be saddened by the politically driven decision, announced by President Clinton in 1994, to remove funding from all nuclear reactor research, including the IFR. I was sitting close enough to Chuck Till in the audience that I heard several people come up to him after the film's showing to console him about the tragedy of having his program halted just when it was getting close to final success.
  Aside: During the Wolf Blitzer discussion above, Robert Stone mentioned the recent letter signed by four climate scientists admonishing the leaders of the environmental community for their steadfast opposition to nuclear energy. Van Jones defensively states that it is not the environmental community's fault that nuclear energy is not succeeding and that he thought all of them would welcome the kind of advanced reactor technology that Stone has described, if it existed.
  Like Joe Romm, Jones seems to be forgetting that it was focused political action '-- driven partially by the leadership of major groups claiming the ''environmental'' title '-- that led President Clinton to declare that nuclear energy research and development was so unnecessary that it should be zeroed out in the federal budget. It is impossible to perform ground-breaking, paradigm-changing, business-disrupting, fundamental research with no money. It can take decades to recover from that kind of budget decision. End Aside.
  Getting back to my assertion that many of the people who know the most about nuclear energy would be happy to host new facilities in their virtual backyard, I would also like to point Mr. Jones to 2013 survey results from Bisconti Research, Inc. conclusively demonstrating that the people who live the closest to nuclear energy facilities remain the people who are the most supportive of the technology.
  Some people whose thinking seems to align with Mr. Jones will immediately dismiss those survey results by stating that obviously the people who live closest to the facilities have a vested interest in the continued success of the facilities, but I'll respond by reminding detractors that people who raise their families closest to the facilities are also the people who bear the most ''risk'' and who have the most detailed knowledge of the inner workings of the technology. Nuclear professionals and their families are generally pretty bright, risk-averse people that understand the concept that all decisions must be made by balancing risk and reward. The survey results show that they have decided the rewards substantially outweigh any risks.
  Now, I'll bring it home, literally. I live in one of the most nuclear friendly areas in the United States, greater Lynchburg, VA. This very pleasant town, nestled in the foothills of the Blue Ridge Mountains, has been the home of world-class nuclear power plant designers and builders for more than 50 years. It hosts the largest North American offices for Areva and it's one of several technical centers for The Babcock & Wilcox Company.
  New London Business and Technology Center
  A few miles west of downtown Lynchburg, B&W recently built an Integral System Test (IST) facility to test its latest power plant design, the B&W mPowerTM Reactor. The Center for Advanced Engineering Research (CAER) that hosts the IST is currently the only building '-- other than a fire station '-- in a fully developed commercial park that was initially constructed at least a half a decade ago.
  I recently drove around that park and saw that at least one of the numerous vacant parcels is a little more than 40 acres in size. That number caught my attention; it is almost exactly the right size to support a two unit B&W mPower station that could provide 360 MW of emission free electricity. The project would be at least a quintuple play win for the local area.
  It would help Virginia reduce its need to import electricity from neighboring states. Currently, my home state produces about 50% of the electricity that we use.It would provide good jobs in an area where traditional employment power houses like tobacco farming, furniture manufacturing and textile production have been decimated.It would demonstrate a wonderful principle taken from the high tech industry and allow B&W to show that it is willing to ''eat its own dog food''. That would help convince others that they are ready to stand behind their new mPower reactor technology.It would help fill up a beautiful, fully developed commercial park with supplier companies that could see their products in use, allowing them the opportunity for rapid refinements.It would allow the plant designers to have easy, routine access to the site where their ideas are turning into physical structures, systems and components. It is hard to describe how important that could be for ensuring that the design is evolved to maturity as quickly as possible.One of the many reasons that I decided to leave my former employment with the B&W mPower reactor design team is that my suggestions to pursue this possibility were not taken very seriously by the company leadership. They are smart people working on a great idea, but most of them are very conservative thinkers who are constrained by having been beat up too many times by vocal minorities that claim that no one likes nuclear energy.
  I think they might have been afraid to take the time to ask their neighbors if they would be excited to host the construction of the very first B&W mPower right here in greater Lynchburg. Well, I am not afraid because I am pretty sure that the answer will be, sure, build our machine in our back yard.
  By the way, not only do I live less than 20 minutes away from the site I am talking about, I happen to know that the primary reactor designer lives within a couple of miles of the CAER facility. Maybe he will visit this post and testify about his acceptance of my suggested course of action.
  Correction: (November 6, 2013 0831) Based on a comment from a well-informed reader, the post has been modified to indicate that Lynchburg is the home to Areva's largest North American offices. Areva's headquarters are now located in Charlotte, NC.
Space Agencies Of The World, Unite: The U.N.'s Asteroid Defense Plan >> News >> OPB
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  Wed, 06 Nov 2013 20:12
  Science | WorldNPR | Nov. 03, 2013 12:09 p.m.
  The United Nations General Assembly may approve a plan soon for the world's space agencies to defend the Earth against asteroids.
  The plan, introduced last week, is expected to be adopted by the General Assembly in December. It would do two things: create an International Asteroid Warning Network so countries can share what they know about asteroids; and spin up a group of scientists from several countries' space agencies to look for smaller asteroids, as well as make plans to divert them away from the Earth.
  The problem here isn't a large asteroid. NASA has already found more than 90 percent of the comets and asteroids larger than 1 kilometer, or 0.6 miles, across '-- those are the ones big enough to do global damage.
  The concern is for the smaller meteoroids '-- ones that are more than 450 feet across. These can still get through the Earth's atmosphere and rain down on the planet. Although most of the Earth is covered by oceans, an asteroid of this size could destroy several states or an entire city if it lands in the wrong spot.
  An international group, formed from discussions at the U.N., would test a strategy to deflect an incoming asteroid by using ''a fleet of robot spacecraft to slam into the asteroids,'' says veteran NASA astronaut Tom Jones. These kamikaze robots would change the direction of the incoming asteroid so it doesn't crash into the Earth.
  NASA tried something similar with its 2005 Deep Impact mission, which slammed into a comet to see how the inside differs from the outside.
  Jones estimates the cost of a deflection plan would be comparable to the price tag for the Mars Curiosity Rover, which cost $2.5 billion. By working with other space agencies, this cosmic insurance policy would spread this cost around. The plan is for the space agencies to work together, like they have done on the International Space Station, except this project would come with the blessing of the U.N. and the global community.
  Jones, who also chairs the Association of Space Explorers' committee on Near-Earth Objects, says the telescopes NASA currently has can't spot these small, but potentially deadly space rocks.
  ''Those telescopes are not sensitive enough to see distant, small, dark asteroids,'' Jones says. ''The only time they see those is by accident when those asteroids drift past the Earth close by, then you can catch a few of them in your sights.''
  In 2005, Congress passed legislation asking NASA to find 90 percent of these small asteroids by 2020, but NASA is still working on that. The space agency recently called for the public's help in searching for them, and it brought back a retired spacecraft to spot them. To get closer to this goal, NASA needs special infrared telescopes in space, but the space agency doesn't have the money for them, says Lindley Johnson, program executive for NASA's Near-Earth Object Program, which tracks comets and asteroids in the Earth's neighborhood.
  Johnson and Jones both say a plan from the U.N. would enhance what NASA is already doing.
  ''Here's the biggest of all natural disasters that we're talking about, and it's preventable,'' Jones says.
  Earlier this year, a meteorite hit Chelyabinsk in Russia and injured 1,000 people. ''If the people in Chelyabinsk had been warned a day beforehand,'' Jones says, ''they could have been away from the windows or in shelters where almost nobody would have been hurt.''
  Getting several space agencies and their respective countries on board can also avoid trust problems, Jones says.
  ''Do you trust the Russians? Do you trust NASA to do a deflection all by itself?'' he says. ''If they make a mistake halfway through and an asteroid happens to land somewhere else than where we originally thought, who's to blame? We'd rather have that responsibility shared and sanctioned by the U.N. rather than a unilateral approach.''
  The U.N. member nations that are actively participating include the U.S., the U.K., the countries that are part of the European Space Agency, Russia, Japan, Nigeria and Mexico, says Sergio Camacho-Lara, director of the U.N. Office for Outer Space Affairs.
  As the U.N. is the only universal forum for discussing international issues, Camacho-Lara says it is the best way to make sure the world's governments can start thinking about the threat from asteroids. As of now, the resolution is a draft that has been endorsed by several U.N. committees, but Camacho-Lara says in the past 50 years, only four resolutions have reached this point and not been adopted by the General Assembly.
  ''We will be finding, in the next five, 10 years, another half million or more [asteroids], so the magnitude of the problem is quite a bit larger than what we have right now,'' Camacho-Lara says. ''But the asteroids are there, it's a question of finding them before they actually find us.''
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Exclusive: The CIA, Not The Pentagon, Will Keep Running Obama's Drone War | Killer Apps
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  Wed, 06 Nov 2013 19:59
  In May, the White House leaked word that it would start shifting drone operations from the shadows of the CIA to the relative sunlight of the Defense Department in an effort to be more transparent about the controversial targeted killing program. But six months later, the so-called migration of those operations has stalled, and it is now unlikely to happen anytime soon, Foreign Policy has learned.
  The anonymous series of announcements coincided with remarks President Obama made on counterterrorism policy at National Defense University in which he called for "transparency and debate on this issue." A classified Presidential Policy Guidance on the matter, issued at the same time, caught some in government by surprise, triggering a scramble at the Pentagon and at CIA to achieve a White House objective. The transfer was never expected to happen overnight. But it is now clear the complexity of the issue, the distinct operational and cultural differences between the Pentagon and CIA and the bureaucratic politics of it all has forced officials on all sides to recognize transferring drone operations from the Agency to the Defense Department represents, for now, an unattainable goal.
  "The physics of making this happen quickly are remarkably difficult," one U.S. official told FP. "The goal remains the same, but the reality has set in."
  Another U.S. official emphasized that the transfer is still continuing. "This is the policy, and we're moving toward that policy, but it will take some time," the official said. "The notion that there has been some sort of policy reversal is just not accurate. I think from the moment the policy was announced it was clear it was not something that would occur overnight or immediately."
  The official noted that all involved are mindful not to disrupt the drone program just for the sake of completing the transfer from the CIA to the military. "While we work jointly towards this transition, we also want to ensure that we maintain capabilities."
  Officials at the CIA and the Defense Department are loathe to try and fix a program that they don't think is broken, even if it has become a political liability for Obama, who has faced constant pressure from human rights activists, his political base, and a growing chorus of libertarian Republicans to scale back the program and subject it to greater public scrutiny. But the pitfalls of transferring operations reside in more practical concerns. The U.S. official said that while the platforms and the capabilities are common to either the Agency or the Pentagon, there remain distinctly different approaches to "finding, fixing and finishing" terrorist targets. The two organizations also use different approaches to producing the "intelligence feeds" upon which drone operations rely. Perhaps more importantly, after years of conducting drone strikes, the CIA has developed an expertise and a taste for them. The DOD's appetite to take over that mission may not run very deep.
  The military operates its own drones, of course, and has launched hundreds of lethal strikes in Iraq and Afghanistan. But the CIA is more "agile," another former official said, and has a longer track record of being able to sending drones into places where U.S. combat forces cannot go.
  "The agency can do it much more efficiently and at lower cost than the military can," said one former intelligence official. Another former official with extensive experience in intelligence and military operations said it takes the military longer to deploy drones -- in part because the military uses a larger support staff to operate the aircraft.
  The military also cannot conduct overt, hostile action in Pakistan, where the drones have been most active and are practically the only means the United States has to attack terrorists and militants in remote regions. Yes, the pace of strikes has significantly decreased since the 2010 peak of an estimated 122 unmanned attacks in Pakistan. But the drones are most certainly still flying. Last week, a drone strike killed the leader of the Pakistani Taliban, Hakimullah Mehsud, who had a $5 million U.S. bounty on his head for his involvement in a 2009 attack in Afghanistan. Over the summer, a spate of drone strikes killed a dozen militants in Yemen.
  Keeping the drones with the CIA also offers legal cover for drone strikes, former officials argued. By law, the military is not supposed to conduct hostile actions outside a declared war zone, although special forces do so on occasion acting at the CIA's behest.
  When the White House began floating the idea earlier this year of transferring the drone program to the military, some lawmakers were skeptical, said a former U.S. official. John Brennan -- the White House counterrorism czar turned CIA director -- might have allegedly grown uncomfortable with the targeted killings that he helped oversee for so long. But the congressmen doubted whether the government of Pakistan would ever allow drone strikes run by the U.S. military to occur in their country.
  "That was the president's aspirational goal, but no one ever believed the Pakistanis were going to let us do that," said the former official, who was involved in discussions over transferring the drone program to the military.
  For years, the Pakistani government has given tacit approval to CIA-led strikes. But they were conducted as covert actions under U.S. law, meaning they were never officially acknowledged by U.S. officials. That gave the Pakistanis some wiggle room to tell an angry public, which would never tolerate American troops on the ground, that Pakistani leaders had nothing to do with the strikes on their territory.
  Even though Obama and other senior U.S. officials now publicly discuss CIA drone strikes, they are still conducted as covert operations. In practical terms, that means it's extremely difficult for journalists and outside researchers to obtain data from the CIA about its drone operations. And they are still briefed to Congress as covert operations, so relatively few lawmakers and congressional staff know about them.
  The secrecy of drone operations could have far reaching effects on U.S. foreign policy as other nations build and deploy their own drone fleets.
  "We are setting precedent that other nations will follow," said Micah Zenko, a fellow with the Council on Foreign Relations who closely follows the CIA drone program. "If the executive branch wants maximum authority with this very minimal amount of transparency and limited-in-scope oversight, that's a precedent that other countries will look to as well."
Sarah Harrison joins other Edward Snowden files 'exiles' in Berlin | World news | The Guardian
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  Wed, 06 Nov 2013 19:57
  UK WikiLeaks journalist Sarah Harrison with Edward Snowden in Moscow in October. Photograph: Sunshine Press/Getty Images
  Sarah Harrison, the British journalist and Wikileaks staffer who has been acting as an assistant to Edward Snowden since his arrival in Moscow, has left Russia and joined the growing band of net activists stranded in Berlin.
  A statement released on the Wikileaks website, attributed to Harrison, states that she arrived in Germany on Saturday and has been advised by her lawyers that it is "not safe to return home" to the UK.
  Harrison joins a growing group of journalists and activists who were involved in the publication of Snowden's files and are now living in the German capital "in effective exile", including Laura Poitras and Jacob Applebaum.
  The statement, which is also quoted on Spiegel website, accused the US and UK governments of using "aggressive tactics" against journalists who have reported on unethical surveillance practices.
  "It should be fanciful to suggest that national security journalism which has the purpose of producing honest government or enforcing basic privacy rights should be called 'terrorism', but that is how the UK is choosing to interpret this law."
  Harrison has appeared in many of the photographs of Snowden that have emerged from Russia. Last Thursday, she was present at the meeting between the NSA whistleblower and the German Green politician Hans-Christian Str¶bele in Moscow.
  The statement does not clarify why Harrison, 31, left Moscow, buy says: "Edward Snowden is safe and protected until his asylum visa is due to be renewed in nine months time", and that "there is still much work to be done".
  Harrison, a graduate of City University's journalism programme, first started working with WikiLeaks before the Afghan war documents leak and played a key role during the publication of the embassy cables and in Julian Assange's fight against extradition to Sweden. She accompanied Snowden on the flight from Hong Kong to Moscow on 23 June.
  ' This article was amended on 6 November 2013. The original picture showed Edward Snowden with Jesselyn Raddack, not Sarah Harrison. This has been corrected
BBC News - Germany: Hotel sorry for spa break named after Nazi attacks
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  Wed, 06 Nov 2013 19:23
  6 November 2013Last updated at 02:52 ET News from Elsewhere......as found by BBC MonitoringThe Kristall Sauna-Wellness Park hotel has apologised for promoting a "romantic Kristall Nacht evening" for spa-lovers on the 75th anniversary of Kristallnacht - Night of Broken Glass - when Nazis attacked Jewish homes and businesses, it's reported.
  Social media users condemned and parodied the online advert until the hotel in Bad Klosterlausnitz, Thuringia, removed the advert and made its apologies via Facebook, Der Spiegel magazine reports. The hotel owners say they often include the name Kristall in promotions, but acknowledge that this time it was "insensitive and extremely inappropriate". The event is now simply called a "long romantic night".
  Overnight on 9/10 November 1938, at least 91 Jews were killed and tens of thousands were arrested while Nazi mobs burned down synagogues, businesses and homes. Kristallnacht was the first wave of organised violence against Jews across Nazi Germany. Social media comment included references to the spa hotel being a "Heil Bad" - literally a curative spa, but playing on the "Heil Hitler" greeting.
  Use #NewsfromElsewhere to stay up-to-date with our reports via Twitter.
Getting to Know the President, Second Edition: Intelligence Briefings of Presidential Candidates, 1952-2004
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  Wed, 06 Nov 2013 18:57
  Getting to Know the President, Second Edition: Intelligence Briefings of Presidential Candidates, 1952-2004Download Files
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Serco's Checkered History | National Review Online
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  Wed, 06 Nov 2013 18:34
  The CEO of Serco, a British-based company whose North American division received one of the largest contracts to work on the Obamacare insurance exchanges,[1]resigned Friday amid allegations that the company had defrauded the British government of millions of pounds.
  Even as myriad other allegations emerged about its work around the globe, Serco spent heavily on lobbying in Washington, D.C., and secured a multi-year contract potentially worth $1.249 billion to handle paper applications for the Obamacare exchanges. Serco did not respond to e-mail and voice-mail requests for comment.
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  Public records demonstrate Serco's concentrated effort to woo the U.S. government. In recent years, it has spent more than a million dollars[2] on lobbying and political activities, including $6,450 donated to President Obama's election campaign, according to the Sunlight Foundation.[3] This year, as the Centers for Medicare & Medicaid Services (CMS) was considering proposals for insurance-exchange work, Serco spent $100,000[4] to hire Greenberg Traurig, former home of Jack Abramoff, to lobby regarding the ''implementation of [the] Patient Protection and Affordable Care Act,'' according to January registration papers.[5]Among the Greenberg Traurig lobbyists working on the Serco account was Mark Hayes,[6] a former Senate health-policy aide.[7] During his time on Capitol Hill, Hayes ''was instrumental in the key coverage, financing and delivery system reform provisions of the Patient Protection and Affordable Care Act,'' according to his Greenberg Traurig bio, and ''acted as lead Republican staff negotiator for the 'Group of Six' health-care reform negotiations.''[8] Less than a year after the ACA was signed, Hayes left Capitol Hill to become a lobbyist, representing several health-sector clients.[9]
  Earlier this year, Hayes became a central subject of a federal insider-trading investigation.[10] The Washington Post reported that Hayes had sent information on April 1 about a significant Medicare policy change to an analyst at Height Securities. The analyst then ''sent out an alert to Height's hundreds of investor clients '-- ahead of the administration's public announcement '-- and trading in Humana, Aetna, and other health-care stocks immediately soared.''[11] Hayes could not be reached for comment, and it's unclear whether the investigation is continuing. Papers filed in May, after the incident, stated that Hayes was expected to cease lobbying for Serco.[12]
  Regardless of the recent federal scrutiny of Hayes, Serco's big spending seems to have paid off. In early July, the Obama administration awarded Serco a contract worth up to $1.249 billion[13] to manage paper applications for the new insurance exchanges. The company will determine eligibility for tax credits, Medicaid,[14] and exemptions from tax penalties.[15] Privacy concerns have already arisen, because in 2011, a data breach at the U.S. Thrift Savings Plan for federal employees '' managed by Serco '-- jeopardized the Social Security numbers and confidential information of more than 120,000 participants.[16]
  Just weeks after the Obama administration announced Serco's contract award, news broke that Britain's Serious Fraud Office had opened an investigation into the corporation, which had government contracts to electronically monitor criminals released from prison. An audit discovered that Serco and another company may have been overbilling the government by as much as $80.8 million. As many as one in six criminals whose monitoring was being paid for by the British government were reportedly either dead, back behind bars, no longer under supervision, or no longer living in the U.K.[17]
  Furthermore, although U.S. companies that are part of a foreign company are obligated to report any billing wrongdoings abroad, Serco did not give CMS such notice, Reuters reported in July.[18] Nevertheless, the Obama administration defended its decision to award the $1.249 billion contract to Serco, claiming it was a ''highly skilled company'' with ''a proven track record in providing cost-effective services to numerous other federal agencies.''[19]
  Shortly after that, more red flags went up. In August, the London police opened an investigation into Serco after allegations that it had falsified documents for another government contract for transporting defendants from confinement to court. Serco had repeatedly delivered prisoners late, and after it received a warning last summer, evidence emerged of ''potentially fraudulent behavior,'' according to the U.K. secretary of state for justice.[20] Shortly thereafter, Serco said it had ''identified misreporting'' among its employees.[21]
  Even so, in late September, the U.S. amended Serco's CMS contract, adding $87 million in value,[22], though it's unclear what work that will entail or whether it will add to the $1.249 billion potential worth of the original contract. As of this writing, contract officers and media spokespeople from CMS had not responded to National Review Online's requests for more details.
  Serco's big role in the Obamacare exchanges is even more disturbing in the light of its record with the British National Health Service.
  In 2006, Serco won a contract to provide out-of-hours physician service in Cornwall, England. Guardian reporter Felicity Lawrence reported that the quality of service promptly declined, as Serco cut costs by cutting staff. Reportedly, there were sometimes more than 90 patients at a time waiting on the telephone help line. And according to whistleblowers, Serco on at least one occasion, had only one general practitioner available overnight for the entire county.[23] Furthermore, ''in 2010,'' Lawrence wrote, ''a Cornish boy, Ethan Kerrigan, six, died as a result of a burst appendix when the Serco out-of-hours service advised putting him to bed rather than sending a [general practitioner] to examine him.''[24]
A Emacs ELisp A Day: Emacs Basics
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  Wed, 06 Nov 2013 11:31
  A Emacs ELisp A Day: Emacs BasicsRandom Page
  Emacs Tutorial
  Best Mouse
  thank you donors
  Xah Lee, 2005-12-30, '..., 2010-07-30If you are running emacs in Microsoft Windows or the Mac, just use your mouse and pull menus.
  Download EmacsThere are several prepared emacs you can download. For a short description and their download locations, see: Which Emacs to Download for Windows and Mac?.
  Emacs in Mac OS showing the use of menu.
  Remember, real programers don't fear the mouse. Note that all keyboard shortcuts are shown beside the menu too. The ''C-x'' means ãCtrl+xã‘.
  Using Emacs In A Text TerminalThe following is a tutorial covering the basics for operating emacs by just keyboard.
  Using emacs with only keyboard is critical to many programers and sys admins, because one important use of emacs is working on remote unix server machines thru terminal without a graphical system.
  If you do not need to work on remote Linux servers in text terminal, you can skip this section.
  Emacs in a Text Terminal.
  In a text terminal, you can invoke the textual menu by pressing ãAlt+`ã‘. (or, pressing the Esc key followed by the backtick ` key.)
  Start EmacsType: emacs --no-window-system '¹filename'º. The ''--no-window-system'' launches emacs directly in the text terminal screen.
  SaveTo save file, press ãCtrl+xã‘, then ãCtrl+sã‘.
  Quit EmacsType: ãCtrl+xã‘ then ãCtrl+cã‘.
  Quit without SavingTo quit without saving, just do quit and emacs will ask if you want to save.
  If the keys you press seem to do weird things, then, hold down Ctrl then press g. This will cancel the sequence of keys you may have pressed by mistake.
  Congratulations! You have obtained the Mastery of Emacs Basics!
  With the above, you can edit any text file. Now, you can learn how to do search/find, find/replace, and new shortcuts for efficient navigation. Goto Emacs Intermediate Tips.
  blog comments powered by '‘ErgoEmacs
  (C) 2006, '..., 2013 Xah Lee.
  A Emacs ELisp A Day: Emacs BasicsRandom Page
  Emacs Tutorial
  Best Mouse
  thank you donors
  Xah Lee, 2005-12-30, '..., 2010-07-30
  If you are running emacs in Microsoft Windows or the Mac, just use your mouse and pull menus.
  Download EmacsThere are several prepared emacs you can download. For a short description and their download locations, see: Which Emacs to Download for Windows and Mac?.
  Emacs in Mac OS showing the use of menu.
  Remember, real programers don't fear the mouse. Note that all keyboard shortcuts are shown beside the menu too. The ''C-x'' means ãCtrl+xã‘.
  Using Emacs In A Text TerminalThe following is a tutorial covering the basics for operating emacs by just keyboard.
  Using emacs with only keyboard is critical to many programers and sys admins, because one important use of emacs is working on remote unix server machines thru terminal without a graphical system.
  If you do not need to work on remote Linux servers in text terminal, you can skip this section.
  Emacs in a Text Terminal.
  In a text terminal, you can invoke the textual menu by pressing ãAlt+`ã‘. (or, pressing the Esc key followed by the backtick ` key.)
  Start EmacsType: emacs --no-window-system '¹filename'º. The ''--no-window-system'' launches emacs directly in the text terminal screen.
  SaveTo save file, press ãCtrl+xã‘, then ãCtrl+sã‘.
  Quit EmacsType: ãCtrl+xã‘ then ãCtrl+cã‘.
  Quit without SavingTo quit without saving, just do quit and emacs will ask if you want to save.
  If the keys you press seem to do weird things, then, hold down Ctrl then press g. This will cancel the sequence of keys you may have pressed by mistake.
  Congratulations! You have obtained the Mastery of Emacs Basics!
  With the above, you can edit any text file. Now, you can learn how to do search/find, find/replace, and new shortcuts for efficient navigation. Goto Emacs Intermediate Tips.
  blog comments powered by '‘ErgoEmacs
  (C) 2006, '..., 2013 Xah Lee.
Emacs: org-mode Basics, Writing Outline
  Link to Article
  Archived Version
  Wed, 06 Nov 2013 11:22
  Emacs: org-mode Basics, Writing OutlineRandom Page
  Emacs Tutorial
  Best Mouse
  thank you donors
  Xah Lee, 2010-03-15, '..., 2012-02-09Emacs has a mode called outline-mode. A much improved version is called org-mode. org-mode is bundled with emacs 22 (2007). This page shows you the basics of org-mode.
  Sometimes you need to write some notes with a tree-structure. For example, headings, subsections, and content text. This is called outline format. You want to be able to view just the headings, or view all content of a section but hide the rest, etc.
  Creating OutlineAsterisk * for HeadingsIn your file, any line that starts with a star followed by space * , is level 1 heading.
  Any line starting with 2 stars ** is level 2 heading. Here's a example file.
  * to doRemember to bring lunch box and 2 bananas.** call momdon't forget to call mom** do that* call Jane.her phone is 123-4567* finish coding absca.john was not happy.** give that tutorial to john.** Dave wanted do lunch. He got some ideas.* learn emacs outline stufftexts can actually be free form.Copy the above text in a file and save it. Now, open the file, call org-mode. Then, emacs will display it like this:
  emacs org-mode, showing collapsed headers.
  Show/Hide SectionsãTab '†¹ã‘ '†' show/hide the current heading's content. Press it again to cycle show/hide its subsections.ã'‡§ Shift+Tab '†¹ã‘ '†' cycle show/hide for the whole file.Create New HeadingãAlt+Enter '†µã‘ '†' Insert a new heading at the cursor position.ãCtrl+Enter '†µã‘ '†' Insert a new heading at the end of the current branch.Tree Branch ManipulationHere are commands that helps move headings.
  {ãAlt+'‡§ Shift+'†‘ã‘, ãAlt+'‡§ Shift+'†'ã‘} '†' Move branch up/down but keep in same level.{ãAlt+'‡§ Shift+'†ã‘, ãAlt+'‡§ Shift+'†'ã‘} '†' Move branch up/down a level.{ãAlt+'†ã‘, ãAlt+'†'ã‘} '†' {promote, demote} a heading one level.Open Files in org-mode AutomaticallyIf you name your file ending in ''.org'', emacs will open it in org-mode automatically.
  You can also put this line as the first line of the file:
  -*- mode: org -*-Emacs will start org-mode when the file is opened.
  If you want any file ending in ''.txt'' open in org-mode, you can add this line to your emacs init file:
  (add-to-list 'auto-mode-alist '("\\.txt\\'" . org-mode))Using org-mode for Todo
  org-mode is often used for todo notes too. org-mode has many features for todo. Here are some basics in using org-mode for todo.
  TODO HeadingsYou can mark headings as a todo item. For org-mode to recognize a todo item, the word ''TODO'' (all caps) must happen as the first word in a heading. It will be automatically highlighted. Like this:
  * TODO call mom for bday* DONE finish coding abscaPlace your cursor on a heading, ã'‡§ Shift+'†'ã‘ '†' change heading among 3 states: {TODO, DONE, normal}. It will add the word ''TODO'' or ''DONE'' in the heading.ãCtrl+c Ctrl+vã‘ '†' view just todo headings.Inserting Date/TimeãCtrl+c .ã‘ '†' insert a date. It will insert current date like this: .ãCtrl+u Ctrl+c .ã‘ '†' insert a timestamp. It will insert current date like this: .Put cursor on the date, then press {ã'‡§ Shift+'†‘ã‘, ã'‡§ Shift+'†'ã‘} to {increase, decrease} any {year, month, day, hour}.TagsEach heading may have keywords associated with it, called ''tags''. For example, you can have items with tags such as {work, family, urgent, coding}, or any word you like.
  The syntax for tag is any word between colon, like this: :something: or :this:that:. They are usually placed at end of the line. Like this:
  ** call mom for bday. :family:...* finish writing the org-mode tutorial. :emacs:work:Tag name characters must be any alphabets A to z, or digits 0 to 9, or ''_'' and ''@''. It cannot have spaces or hyphen.
  Tags are inherited from parent nodes, in the sense that when you search for a tag, a heading with that tag will show but also all its children, even if the children's headings do not contain that tag.
  ãCtrl+c Ctrl+qã‘ '†' insert a tag. You can also just type the tag yourself.ãCtrl+c \ã‘ '†' show only headings of a given tag.Export to HTMLOne great feature of org-mode is export to HTML.
  ãCtrl+c Ctrl+eã‘ '†' export the file to HTML, and automatically show the file in default web browser. (command name and key may have changed. Use the menu to find out about the command.)
  The newly generated file have the same name as your org file, but with ''.html'' extension, in the same directory.
  org-mode MenuWhen in org-mode, there's a menu ã–Orgã—. Try it. From the menu, you can learn the most useful commands and the key shortcuts.
  org-mode also has a big website with tutorials, FAQ, and lots other tips and discussion forum, wiki, also a Google Techtalk video where the author Carsten Dominik speaks about it. Its home page is at: orgmode.org.
  blog comments powered by '‘ErgoEmacs
  (C) 2006, '..., 2013 Xah Lee.
  Emacs: org-mode Basics, Writing OutlineRandom Page
  Emacs Tutorial
  Best Mouse
  thank you donors
  Xah Lee, 2010-03-15, '..., 2012-02-09
  Emacs has a mode called outline-mode. A much improved version is called org-mode. org-mode is bundled with emacs 22 (2007). This page shows you the basics of org-mode.
  Sometimes you need to write some notes with a tree-structure. For example, headings, subsections, and content text. This is called outline format. You want to be able to view just the headings, or view all content of a section but hide the rest, etc.
  Creating OutlineAsterisk * for HeadingsIn your file, any line that starts with a star followed by space * , is level 1 heading.
  Any line starting with 2 stars ** is level 2 heading. Here's a example file.
  * to doRemember to bring lunch box and 2 bananas.** call momdon't forget to call mom** do that* call Jane.her phone is 123-4567* finish coding absca.john was not happy.** give that tutorial to john.** Dave wanted do lunch. He got some ideas.* learn emacs outline stufftexts can actually be free form.Copy the above text in a file and save it. Now, open the file, call org-mode. Then, emacs will display it like this:
  emacs org-mode, showing collapsed headers.
  Show/Hide SectionsãTab '†¹ã‘ '†' show/hide the current heading's content. Press it again to cycle show/hide its subsections.ã'‡§ Shift+Tab '†¹ã‘ '†' cycle show/hide for the whole file.Create New HeadingãAlt+Enter '†µã‘ '†' Insert a new heading at the cursor position.ãCtrl+Enter '†µã‘ '†' Insert a new heading at the end of the current branch.Tree Branch ManipulationHere are commands that helps move headings.
  {ãAlt+'‡§ Shift+'†‘ã‘, ãAlt+'‡§ Shift+'†'ã‘} '†' Move branch up/down but keep in same level.{ãAlt+'‡§ Shift+'†ã‘, ãAlt+'‡§ Shift+'†'ã‘} '†' Move branch up/down a level.{ãAlt+'†ã‘, ãAlt+'†'ã‘} '†' {promote, demote} a heading one level.Open Files in org-mode AutomaticallyIf you name your file ending in ''.org'', emacs will open it in org-mode automatically.
  You can also put this line as the first line of the file:
  -*- mode: org -*-Emacs will start org-mode when the file is opened.
  If you want any file ending in ''.txt'' open in org-mode, you can add this line to your emacs init file:
  (add-to-list 'auto-mode-alist '("\\.txt\\'" . org-mode))Using org-mode for Todo
  org-mode is often used for todo notes too. org-mode has many features for todo. Here are some basics in using org-mode for todo.
  TODO HeadingsYou can mark headings as a todo item. For org-mode to recognize a todo item, the word ''TODO'' (all caps) must happen as the first word in a heading. It will be automatically highlighted. Like this:
  * TODO call mom for bday* DONE finish coding abscaPlace your cursor on a heading, ã'‡§ Shift+'†'ã‘ '†' change heading among 3 states: {TODO, DONE, normal}. It will add the word ''TODO'' or ''DONE'' in the heading.ãCtrl+c Ctrl+vã‘ '†' view just todo headings.Inserting Date/TimeãCtrl+c .ã‘ '†' insert a date. It will insert current date like this: .ãCtrl+u Ctrl+c .ã‘ '†' insert a timestamp. It will insert current date like this: .Put cursor on the date, then press {ã'‡§ Shift+'†‘ã‘, ã'‡§ Shift+'†'ã‘} to {increase, decrease} any {year, month, day, hour}.TagsEach heading may have keywords associated with it, called ''tags''. For example, you can have items with tags such as {work, family, urgent, coding}, or any word you like.
  The syntax for tag is any word between colon, like this: :something: or :this:that:. They are usually placed at end of the line. Like this:
  ** call mom for bday. :family:...* finish writing the org-mode tutorial. :emacs:work:Tag name characters must be any alphabets A to z, or digits 0 to 9, or ''_'' and ''@''. It cannot have spaces or hyphen.
  Tags are inherited from parent nodes, in the sense that when you search for a tag, a heading with that tag will show but also all its children, even if the children's headings do not contain that tag.
  ãCtrl+c Ctrl+qã‘ '†' insert a tag. You can also just type the tag yourself.ãCtrl+c \ã‘ '†' show only headings of a given tag.Export to HTMLOne great feature of org-mode is export to HTML.
  ãCtrl+c Ctrl+eã‘ '†' export the file to HTML, and automatically show the file in default web browser. (command name and key may have changed. Use the menu to find out about the command.)
  The newly generated file have the same name as your org file, but with ''.html'' extension, in the same directory.
  org-mode MenuWhen in org-mode, there's a menu ã–Orgã—. Try it. From the menu, you can learn the most useful commands and the key shortcuts.
  org-mode also has a big website with tutorials, FAQ, and lots other tips and discussion forum, wiki, also a Google Techtalk video where the author Carsten Dominik speaks about it. Its home page is at: orgmode.org.
  blog comments powered by '‘ErgoEmacs
  (C) 2006, '..., 2013 Xah Lee.
foobarnbaz.com - Org2OPML - Make awesome mindmaps using Emacs Org mode and Mindnode
  Link to Article
  Archived Version
  Wed, 06 Nov 2013 11:07
  foobarnbaz.com - Org2OPML - Make awesome mindmaps using Emacs Org mode and MindnodeMusings & ramblings of a Pythonista
  Aug 02, 2013
  Whoever using Emacs as their primary text-editor would have liked the Org mode. As the Org website puts it:-
  Org mode is for keeping notes, maintaining TODO lists, planning projects, and authoring documents with a fast and effective plain-text system.
  Org mode allows you to create documents with a simple syntax. Different headers/sections in the document can be represented by a * symbol. A single * corresponds to an block in HTML and ** represents a .
  Org mode has the capability to export documents to various formats like ASCII text, PDF, LaTeX, XOXO, HTML, Freemind Mindmap etc. I was not quite happy with the output produced by Freemind from the .mm files exported by Org mode. So I switched to Mindnode, another mindmapping software which is available for Mac OSX and produces visually pleasing mindmaps. But the .mm exports from Org mode doesn't work pretty well with Mindnode. So I wrote a simple Org2OPML converter that converts .org files to .opml files. OPML is another formats for mindmps/outlining and well supported by Mindnode.
  The .org representation of the mindmap
  #+TITLE: Windows Versions#+AUTHOR: Sreejith Kesavan#+ROOT: Windows Versions*Windows8Home**Windows8**Windows8**Windows8Enterprise**WindowsRT*Windows7**Windows7Starter**Windows7HomeBasic**Windows7HomePremium**Windows7Professional**Windows7Enterprise**Windows7Ultimate**Windows7ServicePack1*WindowsVista**WindowsVistaStarter**WindowsVistaHomeBasic**WindowsVistaHomePremium**WindowsVistaBusiness**WindowsVistaEnterprise**WindowsVistaUltimate*WindowsXP**WindowsXPStarterEdition**WindowsXPHomeEdition**WindowsXPEditionN**WindowsXPProfessional,**WindowsXPEditionN**WindowsXPProfessionalx64Edition**WindowsXPforspecializedhardware**WindowsXPMediaCenterEdition***WindowsXPMediaCenterEdition***WindowsXPMediaCenterEdition2003***WindowsXPMediaCenterEdition2004***WindowsXPMediaCenterEdition2005**WindowsXP64-bitEdition**WindowsXPTabletPCEdition**WindowsFundamentalsforLegacyPCsHave a look at the mindmap generated by Mindnode once the .org file is converted to OPML using Org2OPML script.
buzz outliner
  Link to Article
  Archived Version
  Wed, 06 Nov 2013 10:56
  + What's new?2013 fixed some Windows issuesThe full change log is in the Userguide2011 Updated to work with OS X Lion and wxpython cocoa code+ libxslt and libxml2 notes+ libxslt./configure --with-python=/Library/Frameworks/Python.framework/Versions/2.7/ --prefix=/usr/local --with-libxml-prefix=/usr/local --with-libxml-include-prefix=/usr/local/include --with-libxml-libs-prefix=/usr/local/lib+ libxml2./configure --with-python=/System/Library/Frameworks/Python.framework/Versions/2.7/Use the python setup.py install to put the wrappers in the /Library/Python/2.7 area+ What is it?+ A Cross Platform Outline System for Encyclopedic NotesWhat if you wanted to carry all your notes, textbooks, pictures and references with you at all times?And edit them anywhere and link them together so that there was no redundancy?And include pictures, video, or any file or your computer?And you could publish your notes as a web site with the same functionality?If you've asked yourself these questions, Buzz may be for you.I use Buzz to carry all of my orthopedic textbooks, notes, images and references.Buzz runs on Mac OS X, Windows, Linux, iPaq and Palm OS via Plucker+ An XML Editor/CreatorBuzz is a non validating XML editor.In addition it can create a schema for a set of XML files that can be usedto generate new documents using the XML from that set, sometimes called "Schema by Example"+ A Translator+ ScreenShots+ OS X+ Linux+ Windows+ iPaq - Familiar+ iPaq - Qtopia+ Palm OS 5 - Plucker+ Download+ Install+ 1 - Install python and wxPython+ 2 - Install libxml2, libxslt and python wrappers+ Linux and OS X+ Windows+ 3 - Decompress Archive and start program buzz.py+ Linux or OS Xsudo tar xzvf buzz.tgz in /usr/share+ Linux+ OS Xcopy the contents of the smallbmp subdirectory into the buzz directorypythonw buzz.pyor click on buzz.py+ WindowsUncompress buzz.tgz with Powerarchiver to c:\buzzDouble click on buzz.py+ User Guide+ Quickstart UserGuideThe keys to editting OPML or XML in buzz are the keys that insert, move, and edit elements+ Inserting:The Right Mouse button: opens a menuF5: inserts a new element at the level aboveo,F6: inserts a new element at the current levelc,F7: inserts a new element at the level belowCtrl:P: inserts data from other programs that you copy into the treeF10: Opens a free text editting window+ Moving:Home: moves the current item up the list of elements in the treeEnd: moves the current item downTab: indents the itemShift-Tab or backspace: outdents the itemCtrl-C: Copies an element or tree into a list of previously copied or cut elementsCtrl-X: Removes an element or tree in the the list of previous copiesCtrl-V: Inserts+ Insert: Inserts the most recent element from the list of previous copies and makesthe next oldest item the most current+ Editting:return,e,a,i: edits current elementTo undo an edit of an element while editting, hit the escape key+ Encyclopedic Notes+ Linking+ Object Linking: Link to an external object via the Hosts MIME systemCtrl-O: Asks for referenceUses: MS Word, StarOffice, Images, Sounds,Movies+ X Linking: Link to a specific target in an OPML or XML fileShift B: Generate a Unique Id (BuzzID) to Target+ Shift X: Generate an X Path to you current locationIf your current location has a BuzzID it will be used. Otherwise an offset XPATH is generatedShift V: Paste an X LinkShift G: Goto X Link Location+ Pubmed LinkShift P: Insert PMID. Link directly to PubMed XML+ URL LinkCtrl-U: Link to an arbitrary URL+ NavigatingSpace or Double Click: Activate a link+ SearchingCtrl-F: Search in this FileF3: Search below current ItemXSearch: Starting from the Home File search for stringSpotlight: Spotlight / Beagle search+ RenderingRender Directory: Renders all OPML files as HTML with X Links preserved+ Toolbar+ The toolbar includes a set of icons for the following actions:+ navigation+ Back in history ring+ Forward in history+ History+ Home File+ Recent Files+ creating, saving, opening+ Open File+ New File+ New File From Schema+ Save File+ printing, previewing, rendering+ searching, editting, pasting, copying, deleting+ Search from top of file+ repeat+ Paste External Clipboard+ Enter Free Form Text+ Insert Image+ Copy Node+ Paste Node+ Delete Node+ Xsearch from Home fileSpotlight Search+ XML features+ Add Attribute+ Add CData+ Insert Xlink from Favorites+ Expanding and collapsing the tree+ Join Nodes+ Toggle x layers deep+ Sort childrenExtended Userguide
LAX shooting: Suspect Paul Ciancia's family expresses sympathy to victims
  Link to Article
  Archived Version
  Wed, 06 Nov 2013 09:06
  PENNSVILLE, New Jersey - Relatives of the suspect charged in last week's Los Angeles airport shooting offered sympathy Monday to the family of the federal officer who was killed, saying they were "shocked and numbed" by the deadly rampage.
  An attorney for the family of Paul Ciancia said his relatives also expressed hope for the recovery of the other victims and regret for the travel disruption caused by the attack on the nation's third-busiest airport.
  Family lawyer John Jordan read a brief statement outside the town hall in Pennsville, a working-class town near Wilmington, Delaware, where Ciancia grew up.
  "Paul is our son and brother. We will continue to love him and care for him and support him during the difficult times ahead," Jordan said on the family's behalf.
  The relatives, who had not spoken publicly before, said they were cooperating with the FBI and other law-enforcement agencies.
  Jordan, who is also the town's municipal judge, declined to take questions.
  Ciancia, a 23-year-old unemployed motorcycle mechanic, is accused of shooting his way past an airport checkpoint with a .223-caliber rifle he pulled from a duffel bag. He was wounded in a shootout with airport police. He faces charges of murder of a federal officer in the death of Transportation Security Administration screener Gerardo I. Hernandez and committing violence at an international airport.
  In the Ciancia family's neighborhood in New Jersey, stop signs at either end of the street were adorned with sticker advertising Infowars.com, a website that discusses many of the same anti-government ideas officials said Ciancia mentioned in a hand-written note found in his bag. There was no way to tell who put the stickers on the signs.
  Orange construction cones blocked the family's long driveway, and two police officers were at the auto-body shop owned by Ciancia's father, also named Paul.
  On Monday, the FBI revisited the suspect's Sun Valley apartment -- the same duplex that agents searched Friday after the attack.
  A man was escorted out of the apartment and drove away in a black Hyundai -- the same type of car that a law enforcement official briefed on the investigation told The Associated Press was seen in surveillance video dropping Ciancia off at the airport minutes before the shooting began. Ciancia told investigators that an unwitting friend gave him a ride.
  The FBI would not identify the man or discuss the investigation.
  Neighbors say they remembered little or nothing about Ciancia. Some did not even recognize his photograph.
  Ciancia, who was shot four times by airport police, remained in critical condition. He has not been scheduled to appear in court. Any appearance will depend on when his doctors say he's ready, FBI spokeswoman Laura Eimiller said.
  The TSA said the other two officers wounded in the attack -- James Speer, 54, and Tony Grigsby, 36 -- were released from the hospital.
  Grigsby read a statement outside his Los Angeles home Monday, saying he was trying to help an elderly man get to safety when he was shot twice in the right foot. He fought back tears as he called Hernandez a wonderful person who will be missed.
  "Only now it has hit me that I will never see him again," Grigsby said.
  Brian Ludmer, a high school teacher, also remained hospitalized. He has to undergo at least one more surgery on his leg and extensive physical therapy, hospital officials said Monday, but his condition was upgraded from fair to good.
  The bullet pierced the back of Ludmer's right calf, shattering two bones and creating a 4-inch hole as it left his shin. The bullet also grazed his left leg as he was running.
  He was scheduled to undergo a second surgery Monday to implant a titanium rod into his leg because of the extreme damage.
  Dan Stepenosky, superintendent of Las Virgenes Unified School District, visited with Ludmer on Sunday at Ronald Reagan UCLA Medical Center. With the metal rod, Ludmer joked that he would now have an even harder time getting through security at the airport, the superintendent said.
  Two other people suffered injuries trying to evade the gunman but were not shot.
  Copyright 2013 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.
LAX shooting video shows Paul Ciancia 'finish off' TSA Agent | NJ Newsday
  Link to Article
  Archived Version
  Wed, 06 Nov 2013 08:58
  Paul Anthony Ciancia, aged 23, from Pennsville, New Jersey named as the gunmanShooter was dressed in fatigues and carrying a handwritten note, reading that he 'wanted to kill TSA and pigs'Described himself as 'p*****-off patriot' who was upset with former Homeland Security Secretary Janet NeapolitanoPolice say shooter's brother got a text message from Ciancia on Friday saying he was thinking about taking his lifeTSA agent shot and killed; one other agent was shot and two others were injured but some of those injuries are classified as evasion injuries meaning that they harmed themselves while trying to get out of the terminalThis is the first time that a TSA agent has ever been killed in the line of dutySuspect's former schoolmate said Ciancia may have been bulliedBy Louise Boyle, Rachel Quigley, Meghan Keneally and Daily Mail Reporter
  PUBLISHED: 08:23 EST, 3 November 2013 | UPDATED: 09:36 EST, 3 November 2013
  Accused: Paul Ciancia faces charges of first degree murder and violence at an international airport
  After shooting a TSA agent on Friday, LAXgunman Paul Cianciastarted upan elevator to find his next target. But whenthe 23-year-old turned around, he saw that theagentwas moving- so he went back and finished him off, according to footage reviewed by investigators.
  The unemployed motorcycle mechanic suspected of carrying out the deadly shooting at Los Angeles airport set out to kill multiple employees of the Transportation Security Administration, authorities said yesterday.
  As first-degree murder charges were filed against Paul Ciancia, it was revealed that the 23-year-old had hoped the attack would 'instill fear in their traitorous minds'.
  In a news conference announcing charges against Ciancia, U.S. Attorney Andre Birotte Jr spelled out a chilling chain of events inside LAX that began when Ciancia strode into Terminal 3 on Friday, pulled a Smith & Wesson .223-caliber assault rifle out of his duffel bag and fired repeatedly at point-blank range at a TSA officer before the main screening area.
  After killing that officer, Ciancia fired on at least two other uniformed TSA employees and an airline passenger, who were all wounded.
  Airport police eventually shot him as panicked passengers cowered in stores and restaurants.
  Ciancia's duffel bag contained a handwritten letter signed by the 23-year-old stating he'd 'made the conscious decision to try to kill' multiple TSA employees and that he wanted to stir fear in them, FBI Special Agent in Charge David L. Bowdich, said.
  The bag also had five magazines of ammunition.
  Federal prosecutors filed charges of first-degree murder and commission of violence at an international airport against Ciancia. The charges could qualify him for the death penalty.
  He is still in a serious condition in hospital after being shot in the head and leg by officers.
  'He is receiving medical treatment,' Agent Bowdich said. 'I'm not going to talk about his gunshot wounds. At the moment, he is unresponsive and we are unable to talk to him, as of today.'
  The widow of the TSA agent he killed paid tribute to her husband yesterday, describing him as a 'great man' who loved his job.
  Heartbroken: Ana Hernandez, whose husband Gerado was killed in the attack, said he loved his job with the TSA
  Gerardo I. Hernandez, who would have celebrated his 40th birthday next week, is the first TSA agent to be killed in the line of duty.
  Victim: Gerardo Hernandez, 39, is the first TSA agent to be killed in the line of duty
  Mr Hernandez's widow, Ana, told NBC News the couple, who have two children, met as teenagers and married on Valentine's Day in 1998.
  'He was always excited to go to work. He was a joyful person, he took pride in his duty for the American public and for the TSA mission,' Mrs Hernandez said, adding that the family were heartbroken.
  The FBI is still looking into the gunman's past, but said they had not found evidence of past crimes or any run-ins with the TSA. They said he had never applied for a job with the TSA.
  Authorities believe someone dropped Ciancia off at the airport. Agents are reviewing surveillance tapes to piece together the exact sequence of events, he said.
  'We are really going to draw a picture of who this person was, his background, his history. That will help us explain why he chose to do what he did,' Agent Bowdich said. 'At this point, I don't have the answer on that.'
  The note found in the duffel bag suggested Ciancia was willing to kill almost any TSA officer.
  'Black, white, yellow, brown, I don't discriminate,' the note read, according to a paraphrase by a law enforcement official briefed on the investigation.
  The official spoke on the condition of anonymity because he was not authorized to speak publicly.
  Inquiry: FBI special agent David Bowdich, left, TSA administrator John Pistole, center, and attorney Andre Birotte discuss the shooting today
  Terror: Horrified passengers flee as shots are heard in Terminal 3 of Los Angeles International Airport shortly before 10am on Friday
  Arrest: Paul Ciancia was handcuffed to a gurney after being shot by officers
  Terminal 3, the area where the shooting happened, reopened Saturday. Passengers who had abandoned luggage to escape Friday's gunfire were allowed to return to collect their bags.
  The TSA planned to review its security policies in the wake of the attack. Administrator John Pistole did not say if that would mean arming officers.
  As airport operations returned to normal, a few more details trickled out about Ciancia, who by all accounts was reserved and solitary.
  Former classmates barely remember him and even a recent roommate could say little about the young man who moved from New Jersey to Los Angeles less than two years ago. A former classmate at Salesianum School in Wilmington, Delaware, said Ciancia was incredibly quiet.
  History: Ciancia is a New Jersey native but recently moved to Los Angeles before the shooting
  Investigation: Police are looking into the 23-year-old's past but say they don't yet have a clear picture of who he is
  'He kept to himself and ate lunch alone a lot,' David Hamilton told the Los Angeles Times. 'I really don't remember any one person who was close to him .... In four years, I never heard a word out of his mouth.'
  The suspected gunman allegedly had a grudge against former Homeland Security Secretary Janet Napolitano.
  Grudge: The gunman allegedly had a dislike of Janet Napolitano
  He was carrying a one-page handwritten manifesto in which he called Napolitano a 'bull d***' and said 'FU Janet Napolitano,' according to a report from the Southern Poverty Law Center.
  Napolitano, a Democrat, resigned from DHS in August after four years and was named president of University of California last month.
  The note found in Ciancia's bag after the shooting spree also contained references to the Federal Reserve, the New World Order conspiracy theory and 'fiat currency' - any money declared by a government to be legal tender.
  Ciancia's views appear to be in line with the anti-government Patriot movement, whose members subscribe to the theory that a powerful secret alliance of international elites is plotting to form a one-world government, also known as a New World Order.
  According to the SPLC's sources, the 'Patriots' consider the Department of Homeland Security, which oversees the TSA, a participant of the global conspiracy.
  In Ciancia's note, the 23-year-old suspect allegedly referred to himself as a 'p****d-off patriot' and stated that he wanted to kill 'TSA and pigs.'
  So far, however, police and FBI working on the case have been unable to pinpoint Ciancia's exact motive for the deadly attack.
  The investigation has been hindered by the fact that Ciancia remained in critical condition Saturday after being shot in the mouth and leg, making it impossible for officers to question him.
  Kill zone: Terminal 3 remained closed Saturday as the forensics investigation continued. Only the ticket counter and parking structure were open
  Back to work: TSA employees classify the luggage abandoned in the melee to return to passengers at LAX's Terminal 3 on Saturday
  According to the account of a person who saw officers taking down Ciancia, they had to shoot him several time before he crumpled to the ground.
  The witness told the Los Angeles Times that the 23-year-old was wearing a bulletproof vest over his fatigues.
  LAX's Terminal 3, where the shooting occurred, fully reopened late Saturday afternoon. Most airlines issued waivers for people traveling through Los Angeles, allowing them to change flights without paying a fee.
  LAX officials were working to get airport operations back to normal after the shooting that affected abut 1,550 flights and 167,000 passengers.
  Ciancia, a native of Pennsville, New Jersey, who has lived in Los Angeles for more than a year, was carrying a high-powered AR-15 assault rifle as he stalked through Terminal 3, terrifying passengers and causing the surrounding buildings to be evacuated Friday morning.
  Pictured: Paul Anthony Ciancia is the 23-year-old man who opened fire at Los Angeles International Airport on Friday morning, killing one TSA agent and injuring five others
  A TSA officer (pictured in the center) gets medical attention after several people were wounded by gunfire at Los Angeles International Airport on Friday by a lone gunman armed with an assault rifle
  Back to work: Transportation Security Administration employees wear black ribbons over their badges today as LAX re-opens
  When the shooting stopped, officer Gerardo I. Hernandez, 39, was dead, becoming the first TSA employee in the agency's 12-year history to be killed in the line of duty.
  During a press conference Saturday evening, airport police chief Patrick Gannon said that Hernandez's TSA colleagues immediately rushed to his side and administered first aid, trying to revive him, but to no avail.
  Two other TSA agents were hospitalized, along with a person who suffered a broken ankle in the melee. A sixth person was treated at the scene for ringing in the ears from gunfire.
  'I really thought I saw death,' said Anne Rainer, who witnessed the gunfire with her 26-year-old son Ben. The pair were about to leave for New York so her son could see a specialist for a rare genetic condition he has.
  They took refuge behind a ticket counter where she said people prayed, cried and held hands. She watched as one person jumped from a second-floor balcony to get away from the gunman.
  'Adrenaline went through my head, my body went numb, and I said, "If I have to go, it's OK because I'm not going to feel it, but I have to save him,"' Rainer said
  More than a dozen passengers who were evacuated from the airport were treated for minor injuries such as twisted ankles.
  A law enforcement official said the gunman was dressed in fatigues and carried at least five full 30-round magazines of ammunition. In his bag he had a one-page, handwritten note that said he wanted to kill TSA employees and 'pigs.'
  The official, who was not authorized to discuss the investigation publicly, said the note referred to how the gunman believed his constitutional rights were being violated by TSA searches and that he was a 'p*****-off patriot' upset at former Homeland Security Secretary Janet Napolitano.
  The gunman was believed to be acting alone. One witness said that the shooter walked up to him and simply asked: 'TSA?'
  Airport police chief Patrick Gannon said the shooter came into Terminal 3 around 9.20am, pulled an assault rifle from a bag and opened fire in the LA terminal. He proceeded up to the screening area, shot his way past screeners and into the airport, making it as far as a Burger King restaurant, where he was gunned down by police.
  The one fatality has been identified as Gerardo I. Hernandez, a 39-year-old father-of-two who had been working at Los Angeles airport for the past three years.
  Victim: Gerardo Hernandez, 39, was killed in the attack on Friday
  Friends and family have begun paying their respects to the slain public servant, saying that he was a loving husband and caring father who enjoyed spending his free time with his children.
  The shooting makes Hernandez the first TSA agent shot and killed in the line of duty. One of his colleagues- whose name has not been released- was also shot in the Friday rampage but that individual is expected to make a full recovery.
  City officials have ordered several tributes be paid to Hernandez across Los Angeles, as the flags at all government-owned buildings in the area will be flown at half mast.
  The LAPD chief has also mandated that all police officers wear black bands on their police badges in his honor.
  One of the people injured in the shooting spree was Brian Ludmer, a 29-year-old high school teacher from Calabasas, California.
  Ludmer was waiting to catch a plane to attend a friend's wedding when he came face to face with the gunman. He turned to run, but was struck in the leg by a bullet.
  The teacher was able to drag himself into a closet, where he spent a few minutes hiding until he heard police officers outside.
  According to Las Virgenes School Superintendent Dan Stepenosky, the wounded teacher thought he was not going to make it out of LAX alive.
  The Los Angeles Times reported that the 29-year-old victim underwent surgery, but is expected to recover.
  A federal official said that it was clear from a note that they found in Ciancia's bag at the airport that he expected to die in the standoff.
  'This was clearly a suicide mission... he did not expect to walk away from this,' the official told USA Today.
  Victim: One of the people injured in the shooting spree was Brian Ludmer, a 29-year-old high school teacher from Calabasas, California, who was struck in the leg
  The TSA agent was reportedly killed when the gunman opened fire at the desk where he was checking passengers' passports and boarding cards.
  The Los Angeles Times reported that in a note found in his bag, he wrote about his 'disappointment with government' and how he did not intend to injure any civilians, only federal employees.
  Witness Stephanie Rosemeyer told the paper that she was waiting to board a flight and was walking near the food court in Terminal 3 when she saw a man carrying a gun walking around while wearing a bulletproof vest.
  She said that she locked eyes with the man, who did not appear to be a police officer.
  'He looked back at me and said "I don't like this." I took a step toward him,' she told The LA Times.
  The man, who is presumably Ciancia, then shouted an expletive about the TSA.
  'I decided to walk away, and then I heard gun shots and so I walked faster,' Ms Rosemeyer said.
  Waiting for action: At first officers told the people in the terminal to 'get down' and take cover but that quickly progressed into a state of evacuation
  Police officers on the scene at LAX next to a gun. One person has been confirmed dead in the shooting
  A similar story was told my traveler Leon Saryan who spoke to CNN's Anderson Cooper.
  'I was just getting ready to pick up my shoes and belt and pick up my other stuff... (when) people hit the ground and then started to run,' Mr Saryan told CNN.
  He said that while he was going to get his shoes taht were waiting on the conveyer belt, a uniformed TSA agent 'grabbed the shoes and the two of us started running down the corridor towards the gate. This agent got hit it seemed to be a grazing wound.'
  WHAT DOES NWO MEAN?The motive for the Friday morning shooting has not been confirmed, but a note thought to be written by the gunman is shedding some light on his thought process.
  Shooter Paul Anthony Ciancia had 'anti-government' leanings and was reportedly carrying a note which said that he 'wanted to kill TSA and pigs'.
  The Los Angeles Times reported that in a note found in his bag, he wrote about his 'disappointment with government' and how he did not intend to injure any civilians, only federal employees.
  Sources also added that the note was signed with the letters 'NWO' which stands for 'New World Order'.
  The conspiracy theory of a 'new world order' asserts that there is a secret group of powerful individuals who used their money and global influence to eventually gain control of the world.
  The concept of the New World Order has many different strains that have evolved over time, and has come to include mysterious elite groups such as the Illuminati and Freemasons.
  Some of the more radical conspiracy theorists believe that the secret members of the New World Order will order a coordinated coup d'etat in the United States and other powerful countries using black helicopters and implement a totalitarian regime to control the world.
  At that point the agent kept running and seemed fine because the bullet hit him in the shoulder as Mr Saryan huddled in the corner- right when the gunman came up to him.
  '(Suspect Paul Ciancia) looked at me and said "TSA?" I just shook my head and he kept going,' Mr Saryan told Anderson Cooper.
  'It was kind of hard to see his expression. I was more focused on the weapon.
  'If I had a TSA uniform I wouldn't be here talking to you.'
  Initial reports said that seven people were injured in the terminal with six transferred to hospital but an afternoon press conference reaffirmed that only three people were injured aside from the male TSA agent who was killed. Three victims were being treated at UCLA Medical Center, where one is listed in critical condition and two others were in fair condition.
  Police say the shooter's brother got a text message from Ciancia on Friday saying he was thinking about taking his own life.
  According to ABC, Ciancia's brother received a 'worrying' text from him before the shooting, and after that message was relayed to his father, the father called the local police station to warn them of the possible threat to his own life. His father Paul to reached out to local Pennsville police in New Jersey who in turn contacted LA authorities.
  Pennsville Police Chief Allen Cummings said he called Los Angeles police, who sent a patrol car to Ciancia's apartment. There, two roommates said that they had seen him a day earlier and he had appeared to be fine.
  Cummings said that the Ciancias - owners of an auto body shop - are a 'good family' and that his department had had no dealings with the son.
  People who knew Ciancia said they were shocked that he was the alleged gunman.
  Ciancia's former roommate in Los Angeles, James Mincey, said he appeared to be unemployed but never showed any disturbing qualities, such as a fascination with guns.
  He spoke to Ciancia last week.
  'He said he was going back to Jersey, going to work for his dad, and making amends with family problems ... and spending holidays with his family,' Mincey told KABC-TV.
  Ciancia had been into a next-door restaurant called The Morrison several times, owner Marc Kreiner said.
  'He was kind of a quiet guy, came in mostly by himself,' Kreiner told the Los Angeles Times.
  CNN reports that his text to his brother was not the first one that he had sent in recent days that scared family members. In others, which were sent to his brother and father, Ciancia was said to have rambled about his negative outlook on life, his disgust with the government and his disappointment with his life in Los Angeles.
  Los Angeles police officers went to Ciancia's apartment in California for a welfare check, and spoke to the 23-year-old's roommate before reporting back to headquarters that there was nothing to be worried about.
  LAPD officials called Pennsville police Chief Allen Cummings after making the welfare check and said that everything okay- not knowing that as that phone call was being made, Ciancia had begun opening fire at LAX.
  At a lunchtime news conference, LA Mayor Eric Garcetti described it as a 'static' situation with no other threats at the airport. Mayor Garcetti thanked the first responders from multiple law enforcement agencies for their courage. The mayor gave limited information due to the large scale of the ongoing investigation.
  During the investigation, being led by the FBI, a large box of ammunition was found on airport grounds.
  SWAT teams, bomb disposal and emergency responders rushed to the scene although many vehicles were slowed down by the clogged LA traffic. Dozens of ambulances and fire engines formed lines in front of the terminal building.
  Terminal 3 is still on lockdown with the rest of LAX operating at around 50 per cent. Flights continued to take off through terminals 4-8 on the south side of the airport on Friday.
  Armed response: The LA Police Department is taking the lead on the investigation but SWAT teams were a major presence in the area as the terminal was being searched after the shooting
  Airport authorities encouraged passengers to stay away from LAX this afternoon not because there was any danger but because the ongoing investigation meant that the airport was working at half capacity.
  Brian Adamick, 43, who was boarding a Spirit Airlines flight to Chicago told the LA Timessaid people ran screaming through emergency exits on the tarmac away from an area where shots were being fired.
  Mr Adamick said buses showed up to evacuate those in the airport - including a TSA agent who had been shot but was reassuring everyone that he was fine.
  TV personality Tory Bellecci, who presents Mythbusters, tweeted: 'Heard gun shots then everyone starting running for the door. Not sure if anyone was hurt. #LAX.'
  Getting them out: Those injured in the airport attack are escorted to safety
  John Forstrom, who was in the terminal at the time, tweeted: '#lax passenger just told us he saw person casually walk into terminal with rifle. Just started shooting.'
  Witness Nick Pugh told NBC Los Angeles: 'We were just standing there and someone started shooting. I heard a total of maybe eight or 10 shots fired.'
  Fox Sports reporter Bill Reiter who was at terminal tweeted: 'First came the gunfire. Then people including me hiding our seats. It felt very Columbine. A new kind of fear, at least for me.'
  Virgin passengers were locked inside the airline's lounge. Mythbusters co-star Grant Imahar tweeted: 'Virgin promptly locked the lounge doors. About ten minutes later, LAPD armed with automatic weapons arrived to secure the area.'
  One passenger Billy Bey told CBS2: 'I was waiting for my flight and heard a rumble of people, which I thought was an earthquake, but then I saw people running and heard gun shots, immediately dove under the benches at my gate, and then gunshots stopped and I got up and called my wife.
  'Then I saw a man walking towards the gate, when I saw him I thought he was just a passenger looking for his gate, but when he kept walking, I saw he had something looked like an assault rifle, a huge gun strapped over his shoulder, hanging down on the right side of his waist.'
  Terrified passengers were escorted to safety after the area was secured, where empty gun cartridges littered the ground. One passenger told NBC he saw a stain on the ground that he thought might be blood.
  Map of Los Angeles International Airport where a man opened fire at a TSA checkpoint in Terminal 3
  Terminal 3 has a mix of domestic and international flight departures. Los Angeles International is the U.S's third largest airport. AirTran, Alaska, Horizon, JetBlue, V Australia and Virgin America all operate from the terminal.
  Last month, an airport employee was arrested in connection with dry ice explosions at LAX. One dry ice bomb exploded and two soda bottles containing the dangerous material were found at Terminal 3 in a restricted area.
  More is beginning to emerge about the shooter, painting a picture of the young man who killed the first TSA agent in U.S. history.
  Neighbor Whitney Hankins, 18, who went to Pennsville Memorial High School with Ciancia, said the family were very quiet and kept to themselves, especially after the 2009 death of mother Susan, who suffered from MS for years.
  'I didn't know him personally as he was a few years older than me,' she told MailOnline. 'But I would see him around school and the neighbourhood. He was kinda strange, very quiet and shy. Wouldn't really make eye contact or talk much.
  Passengers wait for Los Angeles International Airport to reopen at Terminal 1 on Friday following a gunman going on a shooting spree at terminal 3
  Emergency responders load someone who appears to be injured into an ambulance at LAX International on Friday morning
  'Though I would never have expected him to do anything like this. Some of the girls on the street called him ''the creepy guy.'''
  Whitney said in the tight-knit, middle-class neighborhood, the Ciancia's house was set back into the woods and was 'humungous' compared to others on the street. A police presence was in front of the New Jersey family home this evening.
  Miss Hankins added: 'We just assumed they were really wealthy because they have a really big house compared to the others and his dad owns an auto shop up the street. It's a really small town and everyone knows everyone else's business. But everyone just kind of left them alone after the mom died.'
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Texas-Sized Island of Japanese Debris to Hit the West Coast of North America >> WTF RLY REPORT
  Link to Article
  Archived Version
  Wed, 06 Nov 2013 08:43
  Washington's Blog
  All At Once?We've been reporting for years that huge quantities of debris from the Japanese tsunami would hit the West Coast of North America. And see this.
  The Independent reports:
  An enormous floating island of debris from Japan's 2011 tsunami is drifting towards the coast of America, bringing with it over one million tonnes of junk that would cover an area the size of Texas.
  The most concentrated stretch '' dubbed the ''toxic monster'' by Fox News '' is currently around 1,700 miles off the coast, sitting between Hawaii and California, but several million tonnes of additional debris remains scattered across the Pacific.
  If the rubbish were to continue to fuse, the combined area of the floating junkyard would be greater than that of the United States, and could theoretically weigh up to five million tonnes.
  ***
  The latest statistics come from a report last week by the US Department of Commerce's National Oceanic and Atmospheric Administration. The NOAA commissioned the report in an effort to predict exactly when and where the giant floating junkyard would make landfall.
  ***
  Some of the debris may have already crossed the Atlantic, however, with reports of Japanese fishing vessels washing up on the shores of Canada as long ago as winter 2011. If that proves to be the case, the levels of toxic junk already littering US beaches is likely to be high.
  The Mirror notes:
  Scientists have already discovered debris on the west coast but their latest findings suggest California is expected to be hit with a deluge allatonce.
  Maybe '... but ocean currents are difficult to model over such long distances. As the Independent points out:
  The results suggest the movement of the debris remains wildly unpredictable, with experts forecasting the bulk of the rubbish could wash-up anywhere between Alaska and Hawaii at any point in the next few years.
  Some of the debris could be radioactive.
  Washington's Blog
Crimes of The Times: Bad News For Traditional Sanity In New York : Warren Wilhelm Jr. (aka Bill "de Blasio") Gets Elected Mayor Of New York By That City's Welfare Leeches , And The New York Times Cheers
  Link to Article
  Archived Version
  Wed, 06 Nov 2013 08:40
  What can I say? This is bad news for non-minorities in New York City everywhere :Bill de Blasio, that preening, status-whoring, anti-fascist crusading, competitive-compassion athlete we barely knew existed forty days ago (at a time when ironically he admitted his own ignorance [NYPOst: "He Drew A Blanksy"] of that ultimate SWPL-approved street artist, Banksy, who was busy back then titillating the editorial staffs of the New York Times and the NYPost alike)... Billy de Blasio has been elected mayor of New York City.
  ;-(
  This is a man - can we really call it a man? - this is a creature that hates, I mean really despises, his own kind, and so much so, that he not only changed his legal name from "Warren Wilhelm, Jr." to "Billy de Blasio" - in a gesture of self-hatred designed to distance himself from his high-accomplishment Teutonic father, and side instead with the maternal, female, Mediterranean side of the family... - this is a creature that loathes its European heritage so much, that it not only legally changed its family name, it also married a dark-skinned African American woman five years its senior.
  As if that weren't the ultimate "F-You, Dad!", Wilhelm went one step further to truly smear the shit in the face of his heritage, by breeding the hybrid offspring freak show with the big-afro(C) that the New York Times has been editorializing about in glowing terms ever since they became aware of it, about 45 days ago :Imagine the hatred and bitterness you would have to have in your heart to do such a thing to your own father, knowing that there is no greater way to hurt a man than for his own progeniture to betray him.De Blasio's father was a celebrated WW2 warrior and, after the war, a successful business man. All things, in the snakey-eyes of the vermin at the New York Times, to be suspicious about. The New York Times traces "de Blasio's" journey toward self-hatred and siding with the enemy ion this puff piece from last month : "From His Father's Decline, de Blasio Learned "What Not To Do"From that article :
  "Bill physically resembled his father '-- he grew to be the same height, and both had broad foreheads '-- but he identified increasingly with his mother, her sisters and their Italian heritage, rather than his father's German roots. In high school, classmates called him Senator Provolone, reflecting his twin penchants for politics and Italian sandwiches. When he graduated from high school, he asked that his mother's last name be added to his diploma. He wanted to be known as Bill de Blasio-Wilhelm. "
  This is a cautionary tale of what happens when a beta-fied dweeb succombs to the ultimate evil: namely: being influenced by evil outsiders to hate his own kind to the point of endorsing and even fighting for - Stockholm-syndrome style - the elimination of his peers.
Clinton Money Man Wins Virginia's Gubernatorial Election
  Link to Article
  Archived Version
  Source: Truthdig: Drilling Beneath the Headlines
  Wed, 06 Nov 2013 08:35
  Clinton Money Man Wins Virginia's Gubernatorial ElectionPosted on Nov 5, 2013Terry McAuliffe, who ran the Democratic Party and raised an absolute fortune for both Bill and Hillary Clinton's political campaigns, is the next governor of Virginia.
  McAuliffe, who fittingly outspent his opponent by a hefty margin, won by less than 2 percent of the vote with 98 percent of precincts reporting. In addition to the money gap, it helped that McAuliffe was running against tea party Republican Ken Cuccinelli II and a third candidate, Libertarian Robert Sarvis, who was able to win roughly 6 percent of the vote as of this posting.
  Elections in Virginia are especially significant when one considers that politically and demographically, the state bears a striking resemblance to the country as a whole. With the midterm elections only a year off and an open presidential race to follow, tea-leaf peepers will make much of McAuliffe's victory.
  '--Posted by Peter Z. Scheer
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Saying 'tourism' and 'Haiti' in the same sentence
  Link to Article
  Archived Version
  Source: Embassy - Canada's Foreign Policy Newspaper
  Wed, 06 Nov 2013 08:33
  What first comes to mind when thinking about Haiti?
  Is it the images of death and destruction, sickness and homelessness, and the tent cities populated by humanitarian groups left by the 2010 Port-au-Prince earthquake?
  It shouldn't be.
  That's the argument of the Caribbean country's private sector, government, and a stream of international partners that are on a campaign to change perceptions of the country, reminding the world that there is so much more to Haiti than its recent past.
  There are breathtaking UNESCO world heritage sites; white sand beaches hugging turquoise waters that could give the Mayan Riviera's and Punta Cana's of the region a run for their money; and a proud display of language, history, tradition, art, music, and cuisine.
  The people of Haiti are ready to move forward, say private sector representatives, government officials, and Canadian partners. And they're doing this by bolstering infrastructure, improving services, and opening the doors to investors and tourists that are looking for a unique, culturally immersed travel experience.
  For the Haitian government, tourism is a priority industry that has the potential to completely rejuvenate the country, ambassador Frantz Liautaud told Embassy.
  One of the leaders in this movement is Nicolas Bussenius, the owner of Hotel Mont Joli in Haiti's northern city of Cap-Ha¯tien. He visited Ottawa in the last week of October to meet with Canadian tourism professionals, and to speak at an international development conference hosted by the World University Service of Canada and the Centre for International Studies and Cooperation.
  Mr. Bussenius's visit, part of a project that sends Canadian and Haitian tourism officials on information exchanging trips, is funded through the Canadian government's volunteer co-operation program and is implemented through CECI.
  As Mr. Bussenius explains, in a time when Canadian foreign aid dollars to Haiti are being reviewed, the sharing of expertise, capacity building, and foreign investment into the Haiti's tourism industry are ideal ways to create sustainable change without spending dollars that venture into eight or nine digits.
  Tourism in Haiti is feasible, observers agree. But first, misconceptions need to be debunked, perceptions have to change, and the Canadian government has a role to play.
  Weathering the ups and downs
  Born and raised in Haiti, Mr. Bussenius purchased the Hotel Mont Joli in 2003, making him the third generation to run what was once his grandparents' home, which sits on the crest of a hill facing Cap-Ha¯tien's harbour.
  ''For the past decade, I've seen the ups and downs,'' said Mr. Bussenius, speaking to Embassy on the windy, cold morning of Nov. 1 in Ottawa. ''But right now I feel very good about Haiti in general.''
  Tourism in Haiti has always waxed and waned, he explained. In the 1970s, there were steady planeloads of Europeans coming to visit the country's sand, sun, and historical landmarks.
  But over the next few decades there was fear mongering over HIV/AIDS, and political instability such as the ousting of president Jean-Bertrand Aristide in 2004, which caused visitor numbers to dip.
  But the 2010 earthquake which devastated Haiti's capital, killing between 85,000 and 300,000 inhabitants (the number is disputed), and leaving millions homeless ''turned everything on its head,'' he said.
  The earthquake also brought flocks of international humanitarian workers, and some have stayed or moved throughout the country. The demand for accommodation is exceeding the capacity, said Mr. Bussenius.
  But Haiti doesn't want to just have a hospitality industry'--it's aiming to be a thriving tourism destination.
  Cap-Ha¯tien has beautiful colonial architecture, shopping, and world heritage sites like Sans-Souci palace, and the Citadelle Laferri¨re, he said.
  Mr. Bussenius has joined the Organization of Tourism Management, and is investing $8 million into a 46-room expansion at his own hotel.
  ''Sometimes I wake up in a cold sweat at three o clock in the morning,'' he said, laughing.
  But he added that recently, there have been positive signs suggesting that it will all be worth it.
  The current minister of tourism, St(C)phanie Balmir Villedrouin, has been very active said Mr. Bussenius, who added that there has been great co-operation between all stakeholders.
  Canadian airline Air Transat is now offering weekly direct flights between Montreal and Port-au-Prince, as well as vacation packages that take travelers on weeklong tours through the capital, the affluent suburb of P(C)tion-Ville, and the beach community of C´te des Arcadins.
US gets Turkey's 'message' over its Chinese missile choice.
  Link to Article
  Archived Version
  Source: bertb news feed
  Wed, 06 Nov 2013 08:28
  Turkey recently announced a $3.4 billion order for a Chinese missile defence system. An offer including the US Patriot missiles (seen in picture) was among the failed bidders. H¼rriyet Daily News photo by Selahattin S¶nmez
  It was on Oct. 24 that United States Ambassador to Turkey Francis Ricciardone explicitly stated Washington's concerns over Turkey's decision to launch negotiations with a Chinese company for the purchase of a $3.4 billion missile defense systems.After echoing U.S. and NATO officials' statements that the Chinese system would not be operable under NATO's comprehensive anti-ballistic missile defense system, the ambassador announced the start of expert-level talks between Turkey and the U.S. ''In order to make sure that the full facts are taken into due consideration, we really have just begun expert discussions with the Government of Turkey. We will keep them very respectful. This will be done in official channels between friends and allies,'' he had said.
  Apart from unannounced ones, four important high-level U.S. officials visited Turkey recently and held meetings with their Turkish counterparts, with two of them mainly to discuss the government's selection of the Chinese Precision Machinery Import and Export Corp. (CPMIEC) for its long air-range air and missile-defense system.
  U.S. Undersecretary of Defense for Policy Jim Miller's visit of last week was followed by Deputy Assistant Secretary of State for Space and Defense Policy Frank Rose. While Miller is the third highest-ranking figure at the Pentagon, Rose is expected to be appointed as the assistant secretary in the event of his nomination being approved by the Senate. In the meantime, NATO officials also conducted talks with Turkish officials at various levels. All, as expected, voiced how the Turkish decision caused concerns at the alliance's headquarters in Brussels.
  Talking to reliable sources about the reflections of these meetings, I've come to the conclusion that Washington regards Turkey's picking of the Chinese proposal as a ''message'' to its NATO allies, who were reluctant toward Turkey's call for co-production and technology transfer in its billion-dollar defense industry tenders.
  ''The Americans have understood the Turkish government's message and have passed it onto their companies,'' a source said yesterday. The source added that the partnership of Raytheon and Lockheed Martin, whose Patriot anti-ballistic missile system came third, had been advised to move quickly in order to renew their proposal before it was too late.
  The core of this message is obviously the fact that the Chinese bid is nearly $1 billion cheaper than the U.S. and European companies' offers and includes the opportunity of co-production and technology transfer, something Turkey has long been aggressively looking for.
  US continues to urge Turkey
  Although the Raytheon-Lockheed Martin partnership is expected to knock on the doors of Turkey's Undersecreteriat of Defense Industry with a more generous offer, Washington's concerns that Ankara could still sign a deal with the Chinese firm are still there. Here are some important points made by the Washington administration over Ankara's position over the purchase:
  * First, these concerns brought to Ankara's attention are not new. Even during the course of the tender, Turkey was notified about potential interoperability problems in the event of the purchase of this non-NATO system. Considering the fact that this Chinese company was under U.S. sanctions due to its violations of Iranian and North Korean non-proliferation acts in the last decade, Ankara was told that its purchase would make the situation much more difficult and complicated.
  * Turkey's signing of the contract with the CPMIEC would create a lot of political consequences with the U.S. It would have a chilling effect on other U.S. companies seeking to engage with Turkey's defense-related companies. Ankara has already been urged that its important defense related companies like Havelsan, Aselsan, TAI, Roketsan or TAI would hardly find counterparts in the U.S. for future cooperation.
  * These concerns not only exist among the administration, but also in Congress, whose approval is a must in all governmental defense contracts. ''Congress is very closely following this tender,'' the source stressed.
  * The fate of Chinese FD-2000s will not be much different from Greece's S-300 systems deployed in Crete if Turkey insists on purchasing them in the face of NATO opposition. These systems had to be deployed to Greece following a major crisis between Turkey, Greek Cyprus and Greece, but they did not turn out to be a functioning part of NATO's system.
  * One other point is that the Chinese system is not specifically designed to be an anti-ballistic missile defense system. It's rather an air defense system and can hit a missile through the blast fragmentation system. NATO believes Turkey should adopt a system specifically designed to ''hit to kill a missile threat'' in the right place.
  November/06/2013
6 am GMT: Fear in Greece as shock new poll puts Golden Dawn in first place
  Link to Article
  Archived Version
  Source: The Slog.
  Wed, 06 Nov 2013 08:27
  A regular Slog source late last night furnished me with updated opinion/voting behaviour research carried out secretly by senior political players in Greece. Astonishingly, the study has the Far Right Golden Dawn Party in first place, followed closely by the Leftist Party Syriza.
  As I predicted last month, the attempt by Greek Prime Minister Antonis Samaras to frame neo-Nazi Party Golden Dawn in the case of the murder of a young Leftist has backfired. The last poll from this source had GD in 2nd place. The Party has now taken over the top spot.
  Between 25-29th of October, 1,423 Greeks were polled about their voting intentions. Golden Dawn scored 22%, followed very closely by Syriza. New Democracy (the governing Party in Coalition with PASOK) came a very poor third. Men and older respondents are significantly more likely to vote Golden Dawn than women and the young.
  Two Golden Dawn members were murdered last week, after the Poll took place. It is likely that this will have strengthened rather than weakened sympathy among traditional Greeks for the Far Right Party.
  The Slog has been travelling into, out of, and around Greece since last March. While I am surprised by the size of the Golden Dawn revival, I am not remotely surprised by the confrontation now boiling up between the Hard Left and the Hard Right. Middle class and skilled working class Greeks talk openly about the possibility of Civil War and/or a military putsch. Senior professional and other well-off Greeks still seem to be living in a bubble '' as are the bureaucratic and political classes.
  The country is heading towards a classic reversion to the extreme, caused by an economic crisis massively exacerbated by Brussels-am-Berlin austerity obsession. The support for Golden Dawn has jumped further since EC commissioner Olli Rehn admitted late last month that debt relief for Greece was to be delayed. The west European and US mainstream media may have lost interest in Greece, but they need to reverse that apathy with all speed.
  Related Stories: from October 24th '' Brussels lets Greece down, delays debt support until mid 2014
  from October 17th '' PASOK support collapses as Golden Dawn surges into 2nd place
  from October 1st: Why Samaras turned on Golden Dawn
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TMI! TMI! Can anyone save us from email overload?
  Link to Article
  Archived Version
  Source: The Conversation
  Wed, 06 Nov 2013 08:22
  Time to declare an unread email amnesty. Clint lalondeA new computer program is seeking to help us cope with the deluge of email that floods our desktops on a minute-by-minute basis. It's a sign of the times that we are adding on yet another service to cope with our own communications. We are truly in the age of too much information.
  Taper is a paid-for service that is designed to act like a personal assistant, keeping email messages filtered and instinctively sending you messages in manageable doses in an attempt to eliminate overload. It will only allow you to see five unread messages at any time, holding others in a queue until you have dealt with the ones already on display.
  Out of control emailIt would be fair to assume that unless you've fallen into a communications-induced coma for the last ten years, you probably use email most days, if not during every working minute of every working day.
  The Radicati Group estimates that around 3.3 billion email accounts exist worldwide, of which 25% are represented by corporate account holders. From these accounts, around 89 billion business emails are sent each day. As if that weren't eye watering enough, the number is predicted to grow to around 144 billion by the end of 2016.
  In real terms, that means the average worker can expect to spend a quarter of their working day on email-related tasks. The convenience and affordability of this mode of communication makes it an ideal channel for information transference. But at the same time, it is an equally good channel for information bombardment.
  Past research has identified a phenomenon known as the TMI or ''too much information'' effect. In a world connected through the internet, communications such as email make it possible to work, or at least be accessible. Recent research has shown that employees are often glad to receive email for timely information, such as about an ongoing project, or a message thanking them for their work.
  What they don't like is to receive new email from people ''chasing'' information. They don't like to be irrelevantly copied or cc'd in on missives and they don't like emails that distract them from their work tasks.
  Despite agreeing on the types of messages that are useful, employees interviewed in the research were divided on other matters. While some saw email's ability to reduce the need for other forms of communication, such as phone calls and face-to-face meetings as a benefit, others believed the same feature was a destructive force that prevented them from fostering relationships with co-workers and developing a healthy workplace culture.
  No going backEither way, email isn't going away. Few of us could get away with simply refusing to use it at work even if we do think it is stopping us from bonding with our colleagues. Whether you're the proud owner of a well-maintained inbox or tearing your hair out with dread of the 100+ emails waiting for you, the aim of the game has become management rather than avoidance.
  Thierry Breton, head of French IT services company Atos has advocated switching off email altogether for periods of time in the interests of wellbeing at work.
  But while we might welcome a break from email, the reality is often that it ends up being little more than an institutionalised delay, simply pressing the pause button before the inevitable flow begins again. Indeed, research has shown that periods of email-free time resulted in short-term improvements to employee stress levels but that they displayed sharp increases in blood pressure and heart rate once they had opened their inboxes again, which was considered more detrimental to their health in the long term.
  Given that we can't put the email genie back in its bottle, it's little wonder that a great deal of time, energy and money goes into developing systems for managing the information they contain. To the relief of many workers, software management programs like Taper are being designed in the hope of taking the human element out of the equation altogether.
  However like many software programs before it, Taper still ultimately relies on the human that purchased it to play along. As the research shows, many of us feel we need to be ''in the know'' and will struggle to relinquish control of our information management.
  How long will it take before you are opening emails without reading them just to trick Taper into giving you another one? How many emails go unread because they contain information that we don't want to deal with rather than information that we don't have time to deal with?
  Even if you managed to stay on top of the workflow dictated to you by Taper, would you put all your faith and trust in a programme to know what information is important and which is not?
  It is for these reasons that the number offices populated by email-overloaded workers will continue to grow. Perhaps we need to manage our own impulse to hit ''send'' a little more effectively before we starting hiring virtual PAs to stand guard over inboxes.
  Sign in to Favourite Post a CommentTagsEmail, Workplaces, Digital economy, Information technology
  Related articles 5 November 2013 BlackBerry #fail shows perpetual dilemma of tech innovators 5 November 2013 Air pollution ate my computer (and other vital objects) 4 November 2013 Developing countries and the MOOC learning revolution 1 November 2013 Cameras in court throw us in at the deep end before we're ready 31 October 2013 Computer-generated images influence trial results
Maximale hypotheek opnieuw fors omlaag
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  Archived Version
  Source: VK: Home
  Wed, 06 Nov 2013 08:19
  Bewerkt door: redactie '' 06/11/13, 08:32 '' bron: ANP
  (C) anp. Het maximale bedrag dat iemand mag lenen voor een huis gaat volgend jaar opnieuw fors omlaag.
  Het maximale bedrag dat iemand mag lenen voor een huis gaat volgend jaar opnieuw fors omlaag. Voor hoge inkomens gaat het om tienduizenden euro's, blijkt uit nieuwe normen van het Nationaal Instituut voor Budgetvoorlichting (Nibud). Dat schrijft Het Financieele Dagblad.
  Banken zijn verplicht de normen over te nemen. Volgens het Nibud is de beperking nodig, omdat de koopkracht volgend jaar opnieuw daalt. Huishoudens zijn meer geld kwijt aan kosten voor levensonderhoud. Per saldo blijft minder over voor financiering van een eigen woning.
  Vanaf volgend jaar mag een koper met een bruto-inkomen van 100.000 euro nog maar 554.000 euro lenen. In 2009 was dat nog 653.00 euro. Ten opzichte van vorig jaar daalt het maximale leenbedrag met ongeveer 25.000 euro, uitgaande van een hypotheekrente van 4,2 procent.
Nederlanders depressiefste volk van Europa
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  Archived Version
  Source: VK: Home
  Wed, 06 Nov 2013 08:18
  Door: Pieter Smit '' 06/11/13, 07:18
  (C) anp. In Nederland heeft depressiviteit met ruim 16 procent een flink hoger aandeel. Per 100 duizend levensjaren, brengen we er ruim 1.850 depressief door.
  Van alle Europeanen zijn de Nederlanders de echte sombermansen. Maar 'we hebben niet meer hulp nodig dan Duitsers of Belgen'.
  Cultuur speelt een belangrijke rol. Wij zijn een somber volk, maar dat wil niet zeggen dat wij meer hulp nodig hebben dan de Duitsers of Belgen.
  Depressiviteit rukt wereldwijd op. Het aantal levensjaren dat mensen ongemak ondervinden door depressie steeg sinds 1990 met ruim 37 procent. Nederland is de 'depressiefste' man van Europa.
  Onderzoekers van de Universiteit van Queensland presenteerden gisteren in PLOS Medicine het Global Burden of Disease 2010, wat geldt als de meest uitgebreide studie naar ongemak en dood door ziekten. De absolute groei in depressieve levensjaren die zij vonden, is in zijn geheel te wijten aan de wereldwijde bevolkingsgroei en vergrijzing.
  'Steeds meer mensen komen wereldwijd op de leeftijd waar depressiviteit zich meer voordoet', schrijven de onderzoekers, die bij hun onderzoek de stoorniscriteria van de psychiatrische-diagnosebijbel DSM IV gebruikten. 'Onze bevindingen laten zien dat deze aandoening prioriteit verdient. Temeer omdat depressiviteit het risico vergroot op zelfmoord en hartziekten.'
  Flink hoger aandeelBijna 10 procent van de levensjaren die in ziekte werden doorgebracht, kwamen in 2010 op het conto van depressiviteit. Alleen rug- en nekklachten houden wereldwijd meer mensen in haar greep (14,8 procent van het aantal zieke levensjaren). Deze verhoudingen zijn sinds 1990 redelijk stabiel. In Nederland heeft depressiviteit met ruim 16 procent een flink hoger aandeel. Per 100 duizend levensjaren, brengen we er ruim 1.850 depressief door. Nederland is daarmee koploper in Europa.
  Wereldwijd staat het door oorlog geteisterde Afghanistan bovenaan met ruim 4.800 depressieve levensjaren van de 100 duizend. Japan heeft het minste.
  Psychiater Jan Swinkels wil aan de hoge score van Nederland niet te veel conclusies verbinden. 'Het gaat vooral over perceptie', zegt de hoogleraar aan de Universiteit van Amsterdam. 'Cultuur speelt een belangrijke rol. Wij zijn een somber volk, maar dat wil niet zeggen dat wij meer hulp nodig hebben dan de Duitsers of Belgen. Veel hangt ook af van de individuele context.'
  Met de winterdepressies van Scandinavirs lijkt het mee te vallen. Finland zit wel boven het Europese gemiddelde (1.226 levensjaren), maar is pas als eerste Noord-Europese land op de tiende plaats terug te vinden. Wereldwijd staat het door oorlog geteisterde Afghanistan bovenaan met ruim 4.800 depressieve levensjaren van de 100 duizend. Japan heeft het minste. Swinkels: 'Dat komt omdat hun cultuur voorschrijft dat je niet depressief mag zijn.'
  OnzekerheidsmargeOnderzoeksleidster Alize Ferrari maakt in een reactie nog een kanttekening. 'Door een onzekerheidsmarge is het niet gezegd dat de hoog en laag scorende landen significant afwijken van het wereldgemiddelde.'
  De Global Burden of Disease 2010, mede mogelijk gemaakt door de Bill & Melinda Gates Foundation, meet ook het aantal jaar dat zieken korter dan verwacht leven als gevolg van hun aandoening. Door 'levensjaren in ziekte' en 'verloren levensjaren door ziekte' bij elkaar op te tellen, corrigeren ze het aantal levensjaren voor de verschillende aandoeningen.
  Ook in deze 'naar ziekte aangepast levensjaren', speelt depressiviteit een steeds belangrijker rol. Het zorgt voor 7,4 procent van het aantal aangepaste levensjaren. Een verdubbeling sinds 1990.
ADHD diagnosis may have become too broad causing 'needless and harmful' treatment for children, warns study.
  Link to Article
  Archived Version
  Source: bertb news feed
  Wed, 06 Nov 2013 08:17
  Wider classification of ADHD symptoms has seen rise in diagnosisPrescriptions for treatments increased twofold in children over five yearsUse of stimulant drugs such as Ritalin increase fourfold in adultsBy Jenny Hope
  PUBLISHED: 20:07 EST, 5 November 2013 | UPDATED: 20:08 EST, 5 November 2013
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  Potentially harmful: A wider classification of symptoms for ADHD in the psychiatric 'bible' used by the profession has led to a steep rise in diagnosis and prescriptions for medication, the study warned (picture posed by model)
  The diagnosis of ADHD may have become too broad, leading to needless and potentially harmful treatment for some children, researchers warn.
  A wider classification of symptoms for ADHD in the psychiatric 'bible' used by the profession has led to a steep rise in diagnosis and prescriptions for medication, the study warned.
  The group of researchers from Australia and the Netherlands said there was now a risk of over diagnosis which could fuel scepticism about the disorder.
  In addition, stretched resources may mean some seriously affected children do not get medical help, or they are undertreated.
  In recent years, the term ADHD has been given to a collection of behavioural problems linked to poor attention span including impulsiveness, restlessness and hyperactivity.
  Around three to seven per cent of children are believed to have ADHD, about 400,000, with many being prescribed drugs to try and improve their concentration at school.
  Prescriptions for stimulant drugs such as Ritalin increased twofold for children and adolescents in the UK, and fourfold in adults between 2003 and 2008.
  There have been similar rises elsewhere despite little data showing the long term benefits of treatment, says Rae Thomas, a senior researcher at Bond University in Australia, and colleagues.
  In a report published on bmj.com (must credit), they say Australian data shows a 73 per cent increase for ADHD medication between 2000 and 2011.
  Increase: Prescriptions for stimulant drugs such as Ritalin increased twofold for children and adolescents in the UK, and fourfold in adults between 2003 and 2008
  Prescribing in the US increased steadily between 1996 and 2008 - mostly for adolescents aged 13-18 years - with estimated drug costs up to $500m.
  Such medications can cause adverse reactions such as weight loss, liver toxicity, and suicidal thoughts, and in the short term may suppress pubertal growth.
  Dr Thomas said 'Compared with children with asthma, children with ADHD have been described as lazier, less clever, and less caring, and they are also more likely to be stigmatised.'
  Having a diagnostic label often means teachers and parents have low academic expectations of them potentially creating a self fulfilling prophecy, she added.
  To be diagnosed with ADHD, a patient should meet diagnostic criteria outlined in the American Psychiatric Association's Diagnostic and Statistical Manual of Mental Disorders (DSM-5) - used around the world to classify mental disorders - or International Classification of Diseases (ICD-10).
  Diagnosis: Around three to seven per cent of children are believed to have ADHD, about 400,000, with many being prescribed drugs to try and improve their concentration at school (picture posed by model)
  But definitions have been broadened in successive editions of DSM, resulting in higher rates of the disorder when compared with ICD 10, Although clinicians are likely to have got better at detecting and diagnosing ADHD, some of the rise could stem from overdiagnosis or misdiagnosis.
  'Severe cases of ADHD are obvious, but in mild and moderate cases - which constitute the bulk of all ADHD diagnoses - subjective opinions of clinicians differ' says Dr Thomas.
  'The broadening of the diagnostic criteria in DSM-5 is likely to increase what is already a significant concern about overdiagnosis.
  'It risks resulting in a diagnosis of ADHD being regarded with scepticism to the harm of those with severe problems who unquestionably need sensitive, skilled specialist help and support' she added.
  Prof Eric Taylor, Emeritus Professor of Child and Adolescent Psychiatry, Institute of Psychiatry, King's college London, said the UK was different because NHS guidelines already recommend careful specialist assessment, with psychological treatments given priority over medication in most cases.
  'Probably too few children here get help' he said.
  In the UK, the increase in stimulants was from a very low base rate: 4.8 per 1,000 schoolchildren in UK compared with around 70 per 1,000 in parts of the USA.
  Prof Taylor said 'The increase in the UK follows an increased ability in the medical profession to recognize ADHD; but all too many children with severe problems still go untreated.'
  Prof Philip Asherson, Professor of Molecular Psychiatry at the MRC Social, Genetic and Developmental Psychiatry centre at the Institute of Psychiatry, King's College Londo, said 'This paper makes a set of arguments relating to the inappropriate use of the diagnostic criteria for ADHD.
  'I would see their arguments as largely correct, and does explain the potential dangers of over diagnosis of ADHD.
  'However, they are not against the diagnosis and treatment of children with ADHD when this has been properly evaluated by specialists.'
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eCall: Saves time to save lives, what is taking so long?
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  Archived Version
  Source: European Public AffairsEuropean Public Affairs
  Wed, 06 Nov 2013 08:10
  eCall, the EU-wide in-vehicle emergency call system, is able to contact the European emergency services number (112) directly from a vehicle in the event of a serious road accident, from anywhere in Europe. All new vehicles should be equipped with the in-vehicle system from October 2015 onwards. On 5th November, the draft reports and opinions on the Commission's two legislative proposals were presented and discussed in European Parliament (EP) committees. As expected, the feedback of the MEPs is positive overall; there is no major opposition among committee members. Indeed, the proposals follow the EP's own initiative report adopted last June, which engaged the Commission to adopt regulatory measures. eCall is not a new idea, it has already been in the Commission's pipeline for about a decade without really taking off. This article gives insight on the initiative and will outline points of contention that have been delaying the deployment of eCall.
  First of all, let's recall how the system functions. In case of accident the ''eCall'' system is activated by sensors (when the airbags are deployed) and the 112 is automatically dialled. It communicates a minimum set of data (MSD) to the relevant PSAP (Public Safety Answering Point) '' including time, location of the accident and vehicle description '' even if the driver is unconscious or unable to make a phone call (see infographics). The PSAP will evaluate the situation and send the appropriate assistance to the accident location.
  The system is currently functioning since certain car manufacturers already install it in their vehicles (only 0.7% of equipped vehicles in circulation). The difference with the Commission's proposal is that currently the service is offered by a third-party for a fee (TPS or Third Party Service). With this, the eCall is first received by a private call-center, which, if necessary, redirects the call to the nearest PSAP.
  Many actors have been pointing out the benefits of the system when considering the alarming figures of traffic accidents in the EU. In 2012, 28.000 people died and more than 1.5 million were injured in 1.1 million accidents. Early intervention of emergency services,allowed by a generalised eCall, would help save lives and alleviate severity of injuries.
  The conditions are gathered.The EU wide emergency number already exists, the eCall system is already implemented by some manufacturers, policy-makers agree that such a system could contribute to cut emergency services response time, saving lives and decreasing the severity of injuries, and eCall has been in the Commission's pipeline since 2003. But nothing has happened yet. Why are new cars still not systematically equipped?
  Last June, the Commission made two proposals: one for a decision on the deployment of the interoperable EU-wide eCall, and one for a regulation concerning type-approval requirements for the deployment of the eCall in-vehicle system. The first deals with the modernisation of the emergency call infrastructure in each country in order to deploy eCall. The second sets the technical requirements for manufacturers, e.g. applicable standards, trigger, tests, etc. It is foreseen that they will both be supplemented by delegated acts.
  According to the the reports and opinions drafted by rapporteurs in charge at the EP as well as position papers of automobile industry actors, some issues still need to be tackled. To summarize only the main points of discussion:
  Public v. Private Platform
  The Commission opted for a public based eCall solution instead of private call-centers. The rational was to ensure the continuity of the service EU wide, unlike a private service which could be limited to certain countries. This choice could overload the emergency number with a dramatic increase in calls. MEPs suggested that calls could be filtered (serious ones would get priority) but it seems difficult in practice to evaluate the gravity of an accident. Moreover, car manufacturers want to make sure that they can offer additional services (e.g. breakdown service), to which the EP responded positively as long as the public based eCall would be installed in every car. TPS would also be permitted.
  Timeframe for Implementation
  Some MEPs and car manufacturers raised concerns regarding implementation of the eCall package from October 2015, whereas the Commission expressed its confidence that the system will be implemented on time. In some countries, the modernisation of the infrastructure to meet the requirements for the deployment of eCall could take longer than in other countries and require further investments (e.g. modernise PSAPs to be able to receive MSD).
  The Data Protection Issue
  Finally, the question of data protection, a very topical issue, has also been evoked. Indeed, to ensure the location of vehicles, the cars will be equipped with a GPS and its means that there would be a possibility to track them. This causes a potential threat to consumers' privacy but the text of the regulation states that vehicles should not be traceable and should not be subject to any constant tracking; the localization would only be permitted through the transmission of the MSD in case of accident.
  In conclusion, in spite of representing a positive advance in the deployment of telematics to improve road safety, the eCall system, as it is presented in the Commission's proposal, still needs some adjustments. Furthermore, once it will be established for cars, the possibility of extending it to other vehicle categories, such as heavy duties and powered two-wheelers, will be considered. Therefore, the legislator should really tackle the issue of potential overloading of PSAPs because of eCalls from cars and ensure a smooth implementation.
  The next step will be the adoption of the reports in first reading by the responsible committees in mid-November for an expected adoption in Plenary in February 2014 and followed by the adoption of a position by the Council of the EU.
  Pauline LucasAs a hopeless explorer and road trip addict, I have been wandering around Europe throughout the past 6 years. I started by studying law and languages in my home country of France and finished abroad thanks to the wonderful Erasmus programme. I believe this experience gave me a permanent ''Fernweh''. This, in addition to my long lasting interest for the EU, led me naturally to do a MA in European studies, in Poland.After a stimulating year of MA in European Public Affairs at Maastricht University, where I was concomitantly working for the European Institute of Public Administration (EU decision-making unit), I am now doing a traineeship for a EU public affairs consultancy, in Brussels. My areas of predilection are regional policy, transport, energy and environment.
  For any comment or complaint, please contact me in English, French, German or Italian at paulinelucas@europeanpublicaffairs.eu
Peter Zandan Vice chair, research Hill+Knowlton Strategies
  Link to Article
  Archived Version
  Wed, 06 Nov 2013 02:35
  Name:Peter Zandan
  Company:Hill+Knowlton Strategies
  Job Title:Vice chair, research
  Bio:Peter Zandan, vice chair of research for Hill+Knowlton Strategies, helps direct strategic initiatives as the worldwide research practice group leader. He has been instrumental in developing the firm's reputation management and communications research offerings.
  Zandan has provided assistance with international brand development for clients in the financial services, energy, technology, health care and retail industries.
  Before joining H+K Strategies, Zandan founded IntelliQuest and served as its chairman and CEO for 15 years. IntelliQuest was the fastest growing market research company worldwide through the 1990s as it provided new product, marketing and branding services to corporations such as Apple, IBM and Hewlett-Packard.
  Under Zandan's leadership, IntelliQuest grew to over 500 employees with offices in Austin, Silicon Valley, New York and London. Zandan took the company public in 1996 on the NASDAQ exchange, and it was acquired by WPP in 1999. Zandan also founded and served as CEO of Zilliant, a leading provider of price-optimization solutions that was named one of the top 50 venture-backed companies by the Wall Street Journal.
  Zandan has been selected by Interactive Week as one of the ''Unsung Heroes of the Internet'' and awarded Ernst & Young's ''Entrepreneur of the Year.''
  Zandan received his MBA and Ph.D. from the University of Texas at Austin.
  Zandan serves on the McCombs School of Business Advisory Counsel at the University of Texas at Austin as well as on the National Academy of Sciences' Climate Choices Committee. He is also an advisor and strategic investor in early-stage companies.
  Photos:Speaking in:The Growing Importance of Personal Connections in an Increasingly Impersonal World
UK's Tesco to scan eyes, target ads accordingly
  Link to Article
  Archived Version
  Source: CNET News
  Wed, 06 Nov 2013 02:11
  Eyeball-scanning tech at British gas stations will determine your age and gender, and fire at you what it thinks are suitable ads.
  November 5, 2013 1:06 PM PST British chain Tesco is rolling out "Minority Report"-style eyeball-scanning tech to target advertisements at customers. The supermarket giant will install screens that scan your eyes in its gas stations. Then while you queue at the cash register, the screen will show ads it hopes will appeal to you based on your age and gender.
  The screens -- called OptimEyes -- are made by Lord Sugar's Amscreen company and contain built-in cameras and software that can identify certain key traits. They'll find their way into all 450 of Tesco's petrol stations, Amscreen said in a release, and could be used by other British supermarkets too.
  "Yes, it's like something out of 'Minority Report,' but this could change the face of British retail and our plans are to expand the screens into as many supermarkets as possible," Simon Sugar, son of Alan and CEO of Amscreen, told The Grocer.
  Read moreTesco to use eye-scanning tech to target ads at you" at Crave UK.
The Incredible Shrinking Woman! Christina Aguilera Shows Off Hot New Body After 55-LB Weight Loss '-- How'd She Do It?
  Link to Article
  Archived Version
  Source: Radar Online Radar Online
  Wed, 06 Nov 2013 02:09
  Monday night on The Voice, it was all about The Body '' Christina Aguilera's to be exact. The pop superstar and judge on the show flaunted a seriously slim new frame during a performance of ''Feeling Good'' with rapper Flo Rida, and an expert tells RadarOnline.com that she's dropped more than 50 pounds!
  ''We're finally reminded of what a small frame she actually has!'' celebrity weight loss coach Alicia Hunter tells Radar exclusively.
  Only a few years ago, at the Michael Jackson Tribute Concert in 2011, the 5'1'" diva ''looked to be topping the scales at a whopping 165 pounds,'' Hunter, author of The Accidental Diet: From Fugly to Fox, says. ''It was widely reported that relationship problems, combined with her new gig on The Voice were to blame for her dramatic weight gain.''
  PHOTOS: Christina Aguilera Looking HOT for Maxim
  Still, Aguilera refused to put away the bodysuits, insisting, ''Actually, the challenge I've always had is being too thin, so I love that now I have a booty, and obviously I love showing my cleavage. Hey, if you can work it and you can own it, that confidence is going to shine through.''
  But soon, she started to shrink. During a performance on The Voice last year, Aguilera was noticeably smaller.
  ''Christina was still a far cry from her 'Dirrrty' days, but she was definitely making an effort to drop all the excess weight,'' Hunter says. ''She looked to have dropped at least 25 pounds and was hovering around 140.''
  PHOTOS: Bootylicious Bodies! 25 Stars Who Are Curvy And Proud
  Now, Hunter says, ''She looks to be clocking in at around 110 pounds tops, maybe even lower since she looks to be lacking healthy muscle tone!''
  ''She looks drawn, and it appears that she may have dropped the dramatic amount of weight through less-than-healthy means,'' Hunter claims. ''Her arms and legs don't look especially toned, and the fact that she shrunk pretty rapidly is indicative of a crash diet of sorts.''
  ''She may be dabbling with the HCG diet, which is very restrictive, consisting of only about 500 calories a day and injections for appetite suppression,'' Hunter says. ''Or Atkins taken to an extreme, or even straight-up appetite suppressants to kill any desire for food.''
  PHOTOS: Actors Who Can Sing
  Hunter continues, ''While she's probably thrilled to have dropped the pounds, she'd be better serving her body if she upped her intake of lean proteins, healthy fats like olive oil, avocado and nuts, and started adding in toning exercises like barre of Pilates so she doesn't end up looking older rather than slim!''
  What do you think of Aguilera's new look? Let us know in the comments!
Jill Kelley: How the Government Spied on Me - WSJ.com
  Link to Article
  Archived Version
  Wed, 06 Nov 2013 01:56
  Nov. 5, 2013 6:46 p.m. ET
  It has been a full year since federal agents snooped through the private emails of my husband and me, setting in motion a series of events that ultimately led to the resignations of Central Intelligence Agency Director David Petraeus and Gen. John Allen, the commander of coalition forces in Afghanistan. The anniversary is a somber reminder of the unintended consequences and harsh realities that can result from unrestrained government probing into Americans' personal communications.
  More recent revelations of National Security Agency spying suggest that the government's invasion of citizens' privacy is increasingly common. Millions of innocent Americans should be very concerned about Washington's massive surveillance apparatus, which seems to know no bounds.
  My family's ordeal began when my husband, Scott, and I were haunted by multiple, threatening email messages from an apparent Internet stalker. Fearing for the safety of our family, as well as the safety of U.S. officials named in the threatening emails, we took the advice of military leaders and reported the messages to the Federal Bureau of Investigation.
  We authorized the FBI to look at one threatening email we received, and only that email, so that the FBI could identify the stalker. However, the FBI ignored our request and violated our trust by unlawfully searching our private emails and turning us into the targets of an intrusive investigation without any just cause'--all the while without informing us that they had identified the email stalker as Paula Broadwell, who was having an affair with Mr. Petraeus. (I have never understood why she was stalking me and my family. In any event, she was not charged with a crime.)
  Adding insult to injury, the FBI then leaked our identities to the media and distorted the contents of the emails it had illegally obtained, throwing my family into a destructive media vortex.
  As a result of the government's breach of our privacy and trust, camera crews showed up at our door and camped outside our home to question us about false and misleading information leaked to the media from "unnamed" government sources. Reckless speculation and innuendo about an inappropriate relationship with Gen. Allen spread throughout the news media, sullying my reputation and honor, to the great distress of my family. To this day the government has not apologized for its indefensible conduct.
  I hope that my family's story is a case study about the damage that can be caused by the government's electronic overreach. It appears from the NSA's leaks that the government may be trying to collect everything about everyone and everywhere'--including America's closest friends and allies'--with or without the knowledge of the White House. Unaccountable individuals given free rein to invade people's privacy'--and a government that maintains the tools that permit them to do so'--are a prescription for a privacy disaster.
  With all the current economic, political, social and diplomatic issues facing the country, it is understandable that many Americans seem relatively unconcerned about intrusions on individual privacy. They shouldn't be. The unauthorized search of my family's emails was triggered when we appealed to law enforcement for protection. But who knows what else might set off governmental invasion of privacy'--politics or some other improper motivation might suffice. If this could happen to us, it could happen to you.
  As painful as my experience has been, it has motivated me to be an advocate against unwarranted spying on personal communications, and to push for new legislation and better enforcement of existing privacy laws. Congress should strengthen the Privacy Act, update the Electronic Communications Privacy Act. Americans' Fourth Amendment protections against unreasonable search and seizures should be extended to personal communications. My husband and I have filed a lawsuit that seeks to hold the federal government accountable for its flagrant violation of our rights.
  The country is not safer after reading my emails. The humiliation of and damage to my family should never have occurred. By raising public awareness and holding the government accountable, my husband and I hope we will help protect other innocent families from intrusive government snooping.
  The invasion of privacy that my family endured from the federal government is not unique. Nevertheless, it is un-American.
  Mrs. Kelley lives in Tampa, Fla.
Apple Releases Report on Government Data Requests - John Paczkowski - News - AllThingsD
  Link to Article
  Archived Version
  Wed, 06 Nov 2013 00:06
  Apple on Tuesday published a formal report on federal government data requests and in so doing became the first tech company to disclose such inquiries by both account and device.
  Foremost, the document explains Apple's philosophy on customer privacy. '''... Our business does not depend on collecting personal data,''* the report said in an obvious poke at Google, Facebook and others. ''We have no interest in amassing personal information about our customers. We protect personal conversations by providing end-to-end encryption over iMessage and FaceTime. We do not store location data, Maps searches, or Siri requests in any identifiable form.''
  The news comes in the months following major allegations leveled against the U.S. National Security Agency by former employee Edward Snowden; it is a series of events which has done much to foster general feelings of public distrust in technology companies, and their ability to keep customer information safe and secure.
  Apple has hardly been the only technology company to issue transparency reports. Google pioneered the practice years ago, and other giants like Microsoft, Twitter, Facebook and Yahoo have since followed suit. Along with Apple, many of these companies have lobbied the government to loosen some of the legal strictures applied to the amount and types of information that can be divulged.
  The report continues, detailing Apple's methods for handling national security orders and then lists them by country, breaking them down into account requests and device requests. The former typically involve personal information about an account holder '-- name, address and occasionally stored photos or email. The latter typically involve customer contact information used to register a device. Device requests, as you might imagine, are often made in regard to lost or stolen iPhones and iPads, and initiated by Apple customers. Account requests are more likely to come at the behest of government agencies like the Foreign Intelligence Surveillance Court, and Apple isn't particularly happy about them or the disclosure rules it must observe in fulfilling them.
  ''At the time of this report, the U.S. government does not allow Apple to disclose, except in broad ranges, the number of national security orders, the number of accounts affected by the orders, or whether content, such as emails, was disclosed,'' Apple writes in its report. ''We strongly oppose this gag order, and Apple has made the case for relief from these restrictions in meetings and discussions with the White House, the U.S. Attorney General, congressional leaders, and the courts.''
  And until the company sees some success on that front it can only disclose government data requests in broad, tough-to-parse ranges. Given that, Apple can say only that between January 1, 2013, and June 30, 2013, it received between 1,000 and 2,000 U.S. law enforcement requests spanning 2,000-3,000 different accounts. It objected to 0-1,000 of them and provided information on the same range. In terms of device requests, the company received 3,542 of them, targeting 8,605 devices, and provided data for 3,110 of them '-- about 88 percent.
  Below, the document in full.
  131105reportongovernmentinforequests2 ''
  * Note that while this may be a straightforward denial, it isn't a blanket one.
VIDEO- DWS: Obama and I Said "Nothing That Was Not True"--We Gave "Better Benefits...Better Coverage" - YouTube
  Link to Article
  Archived Version
  Wed, 06 Nov 2013 00:01
Guardian/GCHQ names: A free press must have some balls
  Link to Article
  Archived Version
  Source: Unfashionista
  Tue, 05 Nov 2013 23:48
  There was some traction today on the Guardian's trafficking of GCHQ agents' names abroad, because the Telegraph had the guts to challenge the cosy journalists' club.
  http://www.telegraph.co.uk/news/uknews/terrorism-in-the-uk/10426204/Guardian-refuses-to-say-whether-it-sent-details-of-British-spies-overseas.htm
  Written by Tom Whitehead, the story printed all my facts from yesterday's blog, including calling the Guardian out for their earlier lies.
  The British newspaper has previously announced that it has shared some of its leaked GCHQ files with international partners but insisted on at least one occasion, that the identities of British spies were not included.
  The sub for the online story wrote:
  Guardian under fresh scrutiny as New York Times report on leaked GCHQ files contains detailed information on eavesdroppers
  It went on:
  Asked last night whether this suggested the files sent to the US contained the details of British spies, a spokeswoman for the Guardian said: ''It is well documented that we are working in partnership with the New York Times and others to responsibly report these stories.
  '...
  The development comes ahead of the latest legal battle surrounding the GCHQ files in the High Court this week.
  I am truly grateful to the Telegraph for having printed this story. The more so, because it is fair to say I cordially detest its editor Tony Gallagher, (@GallagherEditor ) and he me, as our frequent spats on Twitter will attest.
  But it is fairly obvious that just about every word in Tom Whitehead's piece came from my blog yesterday. The reason that we can safely say this is, if it were a piece of original research, it would have been written up on Sunday, when the New York Times exposed that the Guardian had handed them the NSA-GCHQ wiki, and then printed on Monday.
  Here's what didn't come from me:
  Asked last night whether this suggested the files sent to the US contained the details of British spies
  You see what Tom Whitehead did, rest of the British press? He asked them the goddamned question.
  A free press depends on a ballsy press. It depends on a lack of collusion. It depends on journalists showing no fear and no favour. Will Lewis (then Telegraph) went after MPs on their expenses and the whole world cheered, and now MPs who oppose the Leveson straitjacket cite that story to fight the royal charter,
  But if the UK press closes ranks, acts like those few bent coppers in the Mitchell affair, declines to ask Rusbridger and Gibson any tough questions because well, they know them, they're mates with them, they drank with James Ball in a pub once '' then that really sucks. Freedom of the press totally depends on the guts of journalists and a willingness to investigate your own, your side, your mates.
  I have always been against Leveson and the Royal Charter, in Parliament and out of it. My campaign against the Guardian is on a particular issue, the fact that they have very clearly sold our intelligence agents out for money. I do give a shit about the men and women in GCHQ who protect us. Those suckers the Guardian sneered at because they only make £25,000 a year to risk their lives. I don't believe in state control of the press, and investigating whether highly paid corporate executives like Rusbridger and Gibson have broken the law is not state control of the press. I believe that existing laws are good enough. There's a hacking trial going on right now, isn't there? And those saying 'hey there have been no arrests at the Guardian' have forgotten that the Metropolitan police have opened a criminal inquiry after the arrest of Miranda. Don't assume they aren't looking at that NSA-GCHQ wiki stuff.
  But if there's going to be collusion amongst papers to protect their own, then fuck it, perhaps I was wrong. Perhaps Ed Miliband was right, and the press should be controlled by the government. Maybe @HackedOffHugh and the Brian Cathcart pizza party were on the right track at 3 am.
  Here are exchanges today between me and the normally sensible journalist John Rentoul, of whom I am a long-standing admirer.
  John Rentoul ''ª@JohnRentoul
  /'ª@LouiseMensch Do you think you could make your case against The Guardian without using the words ''lie'', ''trafficking'' & ''mule''? Thank you
  ''ª@LouiseMensch'¬5h '¨'¨. 'ª@JohnRentoul unfortunately not, since they lied, they trafficked, and they muled, and there is chapter and verse on all three.'¨Details '¨
  ''ª@LouiseMensch'¬5h '¨'¨. 'ª@JohnRentoul it would be fantastic if a paper other than the 'ª@Telegraph had the guts to challenge them on their lies. Like, say, yours.
  .''ª@JohnRentoul'¬3h '¨'¨'ª@LouiseMensch Guardian statement to Daily Mail on 9 Oct may have been incomplete & misleading but it was not a lie. 'ªhttp://www.dailymail.co.uk/news/article-2456843/MI5-concerns-The-Guardian-sending-secret-files''Fedex-Newspaper-used-public-courier-firm-post-data-country.html#ixzz2je7dOu7r '...
  @JohnRentoul'¬3h '¨'¨'ª@LouiseMensch I disagree. Deliberately misleading is different from lying. Distinction is important itself but also as a matter of tactics.
  So here we have a senior, well-respected journalist asking me to drop the word ''lie'' and ''mule'' and ''traffick''. When challenged, however, John admits that on October 9th the Guardian deliberately misled the Daily Mail when they denied to them that they sent agents names to America by FedEx (because they had sent them, according to the New Yorker, using James Ball, a 27 year old ex wikileaks activist). But Rentoul argues that ''deliberately misleading'' is different from ''lying''.
  FFS John, man up. Ask the bloody paper why they lied.
  As to his objections to the very clear ''mule'' and ''traffick'' I asked him:
  ''ª@LouiseMensch 'ª@JohnRentoulwhat is your objection to ''mule''? New Yorker cites'ª@jamesrbukand'ª@janinegibsonboasts of flying people ''round the world''
  He didn't answer.
  That kind of clubby ''they deliberately misled but they didn't lie'' and ''don't use mule and traffick even when Janine Gibson boasted online that that's exactly what they did'' is fear-and-favour journalism, the kind that looks after its own.
  Earlier, John Rentoul tweeted that when Julian Smith MP raised a point of order about the Guardian shipping out GCHQ agents' names, ''the Speaker says it's no such thing.'' I hate to say it to a journalist I really do admire and like, but that was sheer bollocks. A point of order is almost always a rhetorical device in the House of Commons. John Rentoul, a political journalist, knows that full well, he knows it like the back of his hand. He was being dishonest. The Speaker condemned the Guardian's ''equivocation'' on whether they had passed the names of spies to American papers. John didn't have the guts to report that, however, because it didn't fit his agenda. Paul Waugh of politics home did.
  Look, British press, get some bloody balls. Challenge Rusbridger. Here is a British paper that has sold the names of GCHQ agents out for money, and you are closing ranks and not asking the questions. The New York Times is challenging Glenn Greenwald more effectively than any of you are doing. Don't make a blogger (me) do all the heavy lifting. I am a columnist for the Sun on Sunday, and proud of it. I have featured this story again and again in my column. Do your part. I'm not an investigative journalist. Some of you call yourselves that. I don't see much bloody sign of it. I see chumminess that would shame the smoke-filled rooms of a Tory selection committee circa 1954.
  Here '' off the top of my head '' are seventeen sample questions you could ask the paper, if any of you had even a tiny bit of shame. And by ''the paper'', I mean Alan Rusbridger. And Janine Gibson. They are the editors. Any chance of holding them to account?
  The New Yorker story states that you used James Ball, a young ex wikileaks collaborator, to fly these files to New York and Brazil. Why didn't you, Rusbridger, take that legal risk on yourself instead of pinning it to a 27 year old?Why did you lie to the Daily Mail on the 9th October when you stated the files you sent to America didn't contain the names of any British agents?Why did you pass these files to bloggers at ProPublica?If the Guardian has broken the Terrorism Act 2000 should they be prosecuted, or are they above the law?What was the public interest for your story in August when you reported on GCHQ agents' gay and lesbian clubs, recreational and charity drives, and the internal chats of GCHQ agents? Why were any of those details necessary? Didn't they flag up to hostile actors just how much identifying info was in the Snowden files?Janine Gibson boasted online that 'by far the hardest challenge has been the movement of materials '' we've had to do a great deal of flying people around the world'. Given this boast why did you lie about David Miranda's paid-for role, alleging that he was harassed just because he was Greenwald's spouse?Why did you boast in August that the Snowden story had lifted your web traffic above the Daily Mail's when you were giving out GCHQ agents' names to achieve this? Kind of a shitty attitude, isn't it?The New Yorker story states that Ball flew the files not only to America but also to Brazil, and Gibson uses the words ''a great deal of flying around the world''. To how many countries have you shipped our agents' names?How many people worldwide have you passed agents' names to?Given that every exposed agent is in danger, have you let GCHQ know which agents and their families you have put at risk?Glenn Greenwald claimed that the Guardian US ran every story under his byline past the NSA for legal reasons, even though it then ignored their objections. Did you give GCHQ a similar chance to object?Are there any financial rewards or bonuses tied to increased web traffic for Rusbridger, Gibson or any other Guardian executives? If so, how much? And why did you not report that when selling GCHQ agents down the river and boasting of the traffic you derived from it?You talk about security for your files yet the New Yorker reports you kept them in a room with floor-to-ceiling windows. Are you aware how laser microphones work? In a story on 20 August you admit a government security expert had to explain this to you. Shouldn't you have asked GCHQ about secure storage of files previously yourselves?Given your hilarious ''secure room'' with the floor to ceiling windows, don't you think it's just possible GCHQ might be more aware of security risks than you are?What precisely is the point of saying '' falsely '' that you kept files ''secure'' when you then duplicate them and mule them, as you have said, all over the world?You've been happy enough to give the New York Times, some Brazilians, and ProPublica (at least) copies of the GCHQ files. How about giving a copy back to GCHQ so they can assess the damage you've done to the UK, as well as to their agents?What redactions did you make to the 50,000 GCHQ files you muled abroad to protect British intelligence officers? Did you make any redactions?And I haven't even started on the Tor story.
  Come on, British press. Show some guts. Do your jobs. There are 6100 agents at GCHQ, so the Guardian tells us. They cannot strike. They cannot protest. They cannot email Alan Rusbridger asking why he is giving the NSA-GCHQ wiki to the New York Times. They have no voice.
  You are meant to be their voice. No fear, no favour. Do your bloody job. Have some balls.
  * and to those who might think this sexist, I will quote the great Sharon Osbourne: ''Women have balls. They're just higher up.''
Crowdfunding
  Link to Article
  Archived Version
  Source: Federal Register Latest Entries
  Tue, 05 Nov 2013 15:28
  Comments should be received on or before February 3, 2014.
  Comments may be submitted by any of the following methods:
  Electronic CommentsPaper CommentsSend paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.All submissions should refer to File Number S7-09-13. This file number should be included on the subject line if email is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://sec.gov/rules/proposed.shtml). Comments also are available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you would like to make publicly available.
  With regard to requirements for issuers, Sebastian Gomez Abero or Jessica Dickerson, Division of Corporation Finance, at (202) 551-3500, and with regard to requirements for intermediaries, Joseph Furey, Joanne Rutkowski, Leila Bham, Timothy White or Carla Carriveau, Division of Trading and Markets, at (202) 551-5550, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549.
  A. Overview of CrowdfundingCrowdfunding is a new and evolving method to raise money using the Internet. Crowdfunding serves as an alternative source of capital to support a wide range of ideas and ventures. An entity or individual raising funds through crowdfunding typically seeks small individual contributions from a large number of people. [1] A crowdfunding campaign generally has a specified target amount for funds to be raised, or goal, and an identified use of those funds. Individuals interested in the crowdfunding campaign'--members of the ''crowd'''--may share information about the project, cause, idea or business with each other and use the information to decide whether or not to fund the campaign based on the collective ''wisdom of the crowd.'' [2] Crowdfunding has been used to fund, for example, artistic endeavors, such as films and music recordings, where contributions or donations are rewarded with a token of value related to the project (e.g., a person contributing to a film's production budget is rewarded with tickets to view the film and is identified in the film's credits) or where contributions reflect the pre-purchase of a finished product (e.g., a music album). A number of entities operate Web sites that facilitate crowdfunding in its current form, [3] with some Web sites specializing in certain industries, such as computer-based gaming, music and the arts, and other Web sites focusing on particular types of entrepreneurs. [4]
  The Jumpstart Our Business Startups Act (the ''JOBS Act''), [5] enacted on April 5, 2012, establishes the foundation for a regulatory structure for startups and small businesses to raise capital through securities offerings using the Internet through crowdfunding. [6] The crowdfunding provisions of the JOBS Act were designed to help provide startups and small businesses with capital by making relatively low dollar offerings of securities less costly. [7] They also permit Internet-based platforms to facilitate the offer and sale of securities without having to register with the Commission as brokers.
  In the United States, crowdfunding in its current form generally has not involved the offer of a share in any financial returns or profits that the fundraiser may expect to generate from business activities financed through crowdfunding. [8] Such a profit or revenue-sharing model'--sometimes referred to as the ''equity model'' of crowdfunding [9] '--could trigger the application of the federal securities laws because it likely would involve the offer and sale of a security. [10] Under the Securities Act of 1933 (''Securities Act''), the offer and sale of securities is required to be registered unless an exemption is available. At least one commenter has stated that registered offerings are not feasible for raising smaller amounts of capital, as is done in a typical crowdfunding transaction, because of the costs of conducting a registered offering and the resulting ongoing reporting obligations under the Securities Exchange Act of 1934 (''Exchange Act'') that may arise as a result of the offering. [11] Limitations under existing regulations, including restrictions on general solicitation and general advertising and purchaser qualification requirements, have made private placement exemptions generally unavailable for crowdfunding transactions, which are intended to be made to a large number of potential investors and not limited to investors that meet specific qualifications. [12]
  Moreover, a third party that operates a Web site to effect the purchase and sale of securities for the account of others generally would, under existing regulations, be required to register with the Commission as a broker-dealer and comply with the laws and regulations applicable to broker-dealers. [13] A person that operates such a Web site only for the purchase of securities of startups and small businesses, however, may find it impractical in view of the limited nature of that person's activities and business to register as a broker-dealer and operate under the full set of regulatory obligations that apply to broker-dealers.
  B. Title III of the JOBS ActTitle III of the JOBS Act (''Title III'') added new Securities Act Section 4(a)(6), [14] which provides an exemption from the registration requirements of Securities Act Section 5 for certain crowdfunding transactions. To qualify for the exemption under Section 4(a)(6), crowdfunding transactions by an issuer (including all entities controlled by or under common control with the issuer) must meet specified requirements, including the following:
  The amount raised must not exceed $1 million in a 12-month period (this amount is to be adjusted for inflation at least every five years);individual investments in a 12-month period are limited to:'—‹ the greater of $2,000 or 5 percent of annual income or net worth, if annual income or net worth of the investor is less than $100,000; and
  '—‹ 10 percent of annual income or net worth (not to exceed an amount sold of $100,000), if annual income or net worth of the investor is $100,000 or more (these amounts are to be adjusted for inflation at least every five years); and
  transactions must be conducted through an intermediary that either is registered as a broker or is registered as a new type of entity called a ''funding portal.''In addition, Title III:
  adds Securities Act Section 4A, which requires, among other things, that issuers and intermediaries that facilitate transactions between issuers and investors in reliance on Section 4(a)(6) provide certain information to investors and potential investors, take certain other actions and provide notices and other information to the Commission;adds Exchange Act Section 3(h), which requires the Commission to adopt rules to exempt, either conditionally or unconditionally, ''funding portals'' from having to register as brokers or dealers pursuant to Exchange Act Section 15(a)(1);includes disqualification provisions under which an issuer would not be able to avail itself of the Section 4(a)(6) exemption if the issuer or other related parties, including an intermediary, was subject to a disqualifying event; andadds Exchange Act Section 12(g)(6), which requires the Commission to adopt rules to exempt from the registration requirements of Section 12(g), either conditionally or unconditionally, securities acquired pursuant to an offering made in reliance on Section 4(a)(6).In this release, we are proposing new rules and forms to implement Securities Act Sections 4(a)(6) and 4A and Exchange Act Sections 3(h) and 12(g)(6). The proposed rules are described in detail below. Until we adopt rules relating to crowdfunding transactions and such rules become effective, issuers and intermediaries may not rely on the exemption provided under Section 4(a)(6).
  C. Approach to Proposed RulesWe understand that Title III was designed to help alleviate the funding gap and accompanying regulatory concerns faced by startups and small businesses in connection with raising capital in relatively low dollar amounts. [15] The proposed rules are intended to align crowdfunding transactions under Section 4(a)(6) with the central tenets of the original concept of crowdfunding, in which the public'--or the crowd'--is presented with an opportunity to invest in an idea or business and individuals decide whether or not to invest after sharing information about the idea or business with, and learning from, other members of the crowd. [16] In this role, members of the crowd are not only sharing information about the idea or business, but also are expected to help evaluate the idea or business before deciding whether or not to invest. [17]
  At the same time, Congress provided important investor protections for crowdfunding transactions under Section 4(a)(6), including individual investment limits, required disclosures by issuers and the use of intermediaries. The proposed rules would require that all crowdfunding transactions under Section 4(a)(6) be conducted through a registered intermediary on an Internet Web site or other similar electronic medium to help ensure that the offering is accessible to the public and that members of the crowd can share information and opinions. Registered intermediaries are necessary to bring the issuer and potential investors together and to provide safeguards to potential investors. [18] The proposed rules also would require that intermediaries provide communication channels to facilitate the sharing of information that will allow the crowd to decide whether or not to fund the idea or business. [19] The proposed rules further provide intermediaries a means by which to facilitate the offer and sale of securities without registering as brokers. We are mindful of the timing and presentation of information required to be disclosed to investors pursuant to the terms of the statute. The proposed rules would require that this information be provided to investors at various points in time in connection with an offering and through various electronic means, such as through filings with the Commission and disclosures provided on the intermediary's platform. We believe this approach would be most practical and useful to investors in the crowdfunding context.
  We understand that these proposed rules, if adopted, could significantly affect the viability of crowdfunding as a capital-raising method for startups and small businesses. Rules that are unduly burdensome could discourage participation in crowdfunding. Rules that are too permissive, however, may increase the risks for individual investors, thereby undermining the facilitation of capital raising for startups and small businesses. [20] We have directed the Commission staff, accordingly, to develop a comprehensive work plan to review and monitor the use of the crowdfunding exemption under Section 4(a)(6) and the rules the Commission adopts to implement crowdfunding. Upon adoption of final rules, the Commission staff will monitor the market for offerings made in reliance on Section 4(a)(6), focusing in particular on the types of issuers using the exemption, the level of compliance with Regulation Crowdfunding by issuers and intermediaries and whether the exemption is promoting new capital formation while at the same time providing key protections for investors. These efforts will assist the Commission in evaluating the development of market practices in offerings made in reliance on Section 4(a)(6). These efforts also will facilitate future Commission consideration of any potential amendments to the rules implementing crowdfunding that would be consistent with the Commission's mission of protecting investors, maintaining fair, orderly and efficient markets and facilitating capital formation. We urge commenters, as they review the proposed rules, to consider and address the role that our oversight, enforcement and regulation should play once a crowdfunding market under Section 4(a)(6) begins to develop.
  A. Crowdfunding ExemptionNew Securities Act Section 4(a)(6) provides an exemption from the registration requirements of Securities Act Section 5 for certain crowdfunding transactions. To qualify for the exemption under Section 4(a)(6), crowdfunding transactions by an issuer must meet specified requirements, including requirements with regard to the dollar amount of the securities that may be sold by an issuer and the dollar amount that may be invested by an individual in a 12-month period. The crowdfunding transaction also must be conducted through a registered intermediary that complies with specified requirements. [21] Title III also provides limitations on who may rely on the exemption and establishes a liability scheme for improper use of the exemption. As discussed below, the rules we are proposing are designed to aid issuers and investors in determining the applicable limitations on capital raised and individual investments.
  1. Limitation on Capital RaisedThe exemption from registration provided by Section 4(a)(6) is available to a U.S. issuer provided that ''the aggregate amount sold to all investors by the issuer, including any amount sold in reliance on the exemption provided under [Section 4(a)(6)] during the 12-month period preceding the date of such transaction, is not more than $1,000,000.'' [22] Under Section 4A(h), the Commission is required to adjust the dollar amounts in Section 4(a)(6) ''not less frequently than once every five years, by notice published in the Federal Register, to reflect any change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics.''
  Several commenters indicated that the $1 million maximum aggregate amount is too low. [23] Several commenters requested that the Commission state that the $1 million aggregate limit pertains only to offerings under Section 4(a)(6) and does not include all exempt offerings. [24] Two commenters suggested, however, that the calculation of the $1 million aggregate limit should include all issuer transactions that were exempt under Securities Act Section 4(a) during the preceding 12-month period. [25] Another commenter requested clarification that the limitations and requirements of the offering exemption under Section 4(a)(6) would not affect other methods of raising capital that do not involve the sale of securities, such as contributions from friends and family, donation crowdfunding, gifts, grants or loans. [26] Several commenters had concerns about the possible integration [27] of an offering under Section 4(a)(6) with other exempt offerings and suggested that the Commission should allow for simultaneous or sequential offerings under Regulation D [28] and Section 4(a)(6) without integration. [29]
  Section 4(a)(6) specifically provides for a maximum aggregate amount of $1 million sold in reliance on the exemption in any 12-month period. The only reference in the statute to changing that amount is the requirement that the Commission update the amount not less frequently than every five years based on the Consumer Price Index. Additionally, statements in the Congressional Record indicate that Congress believed that $1 million was a substantial amount for a small business. [30] We do not believe that Congress intended for us to modify the maximum aggregate amount permitted to be sold under the exemption when promulgating rules to implement the statute. [31] Therefore, we are not proposing to increase the limitation on the aggregate amount sold.
  Title III provides that the $1 million limitation applies to the ''aggregate amount sold to all investors by the issuer, including any amount sold in reliance on the exemption provided under [Section 4(a)(6)].'' Section 4A(g), however, provides that ''[n]othing in the exemption shall be construed as preventing an issuer from raising capital through means other than [S]ection 4[(a)](6).'' These two provisions create statutory ambiguity because the first provision could be read to provide for the aggregation of amounts raised in all exempt transactions, even those that do not involve crowdfunding, while the second provision could be read to provide that nothing in the Section 4(a)(6) exemption should limit an issuer's capital raising through other methods. We believe that the overall intent of providing the exemption under Section 4(a)(6) was to provide an additional mechanism for capital raising for startup and small businesses and not to affect the amount an issuer could raise outside of that exemption. Thus, we believe the capital raised in reliance on the exemption provided by Section 4(a)(6) should be counted toward the limitation. Capital raised through other means should not be counted in determining the aggregate amount sold in reliance on Section 4(a)(6). The opposite approach'--requiring aggregation of amounts raised in any exempt transaction'--would be inconsistent with the goal of alleviating the funding gap faced by startups and small businesses because it would place a cap on the amount of capital startups and small business could raise. An issuer that already sold $1 million in reliance on the exemption provided under Section 4(a)(6), for example, would be prevented from raising capital through other exempt methods and, conversely, an issuer that sold $1 million through other exempt methods would be prevented from raising capital under Section 4(a)(6).
  In determining the amount that may be available to be offered and sold in reliance on Section 4(a)(6) in light of the $1 million aggregate amount limitation, an issuer would include amounts sold by the issuer (including amounts sold by entities controlled by the issuer or under common control with the issuer, as well as any amounts sold by any predecessor of the issuer) in reliance on Section 4(a)(6) during the preceding 12-month period. The issuer would aggregate any amounts previously sold with the amount the issuer intends to raise in reliance on the exemption, and under the proposed rules, the combined amount could not exceed $1 million. An issuer would not include amounts sold in other exempt offerings during the preceding 12-month period. For example, if an issuer sold $800,000 pursuant to the exemption provided in Regulation D during the preceding 12 months, this amount would not be aggregated in an issuer's calculation to determine whether it had reached the maximum amount for purposes of Section 4(a)(6). [32] In addition, in determining the amount sold in reliance on Section 4(a)(6) during the preceding 12-month period, an issuer would not need to consider amounts received through methods that do not involve the offer or sale of securities (such as donations it received from a separate non-securities-based crowdfunding effort, contributions from friends and family, gifts, grants or loans).
  Further, in light of Section 4A(g) and the reasons discussed above, we believe that an offering made in reliance on Section 4(a)(6) should not be integrated with another exempt offering made by the issuer, provided that each offering complies with the requirements of the applicable exemption that is being relied upon for the particular offering. An issuer could complete an offering made in reliance on Section 4(a)(6) that occurs simultaneously with, or is preceded or followed by, another exempt offering. An issuer conducting a concurrent exempt offering for which general solicitation is not permitted, however, would need to be satisfied that purchasers in that offering were not solicited by means of the offering made in reliance on Section 4(a)(6). [33] Similarly, any concurrent exempt offering for which general solicitation is permitted could not include an advertisement of the terms of an offering made in reliance on Section 4(a)(6) that would not be permitted under Section 4(a)(6) and the proposed rules. [34]
  Under Section 4(a)(6), the amount of securities sold in reliance on Section 4(a)(6) by entities controlled by or under common control with the issuer must be aggregated with the amount to be sold by the issuer in the current offering to determine the aggregate amount sold in reliance on Section 4(a)(6) during the preceding 12-month period. The statute does not define the term ''controlled by or under common control with'' the issuer; however, the term ''control'' is defined in Securities Act Rule 405. [35] For purposes of determining whether an entity is ''controlled by or under common control with'' the issuer, an issuer would be required to consider whether it has ''control'' based on this definition. [36]
  Under the proposed rules, the amount of securities sold in reliance on Section 4(a)(6) also would include securities sold by any predecessor of the issuer in reliance on Section 4(a)(6) during the preceding 12-month period. [37] We believe this approach is necessary to prevent an issuer from exceeding the $1 million limit by reorganizing the issuer into a new entity that would otherwise not be limited by previous sales made by its predecessor. For example, if an issuer reaches the $1 million limit under Section 4(a)(6), we do not believe the reorganization of the issuer into a new entity should permit the successor to make additional offers and sales in reliance on Section 4(a)(6) during the relevant 12-month period.
  Request for Comment1. Should we propose that the $1 million limit be net of fees charged by the intermediary to host the offering on the intermediary's platform? Why or why not? If so, are there other fees that we should allow issuers to exclude when determining the amount to be raised and whether the issuer has reached the $1 million limit?
  2. As described above, we believe that issuers should not have to consider the amounts raised in offerings made pursuant to other exemptions when determining the amount sold during the preceding 12-month period for purposes of the $1 million limit in Section 4(a)(6). Should we require that certain exempt offerings be included in the calculation of the $1 million limit? If so, which types of offerings and why? If not, why not? As noted above, at this time the Commission is not proposing to consider the amounts raised in non-securities-based crowdfunding efforts in calculating the $1 million limit in Section 4(a)(6). Should the Commission propose to require that amounts raised in non-securities-based crowdfunding efforts be included in the calculation of the $1 million limit? Why or why not?
  3. As described above, we believe that offerings made in reliance on Section 4(a)(6) should not necessarily be integrated with other exempt offerings if the conditions to the applicable exemptions are met. How would an alternative interpretation affect the utility of crowdfunding as a capital raising mechanism? Are there circumstances under which other exempt offers should be integrated with an offer made in reliance on Section 4(a)(6)? If so, what are those circumstances? Should we prohibit an issuer from concurrently offering securities in reliance on Section 4(a)(6) and another exemption? Why or why not? Should we prohibit an issuer from offering securities in reliance on Section 4(a)(6) within a specified period of time after or concurrently with a Rule 506(c) offering under Regulation D involving general solicitation? Why or why not? Should we prohibit an issuer from using general solicitation or general advertising under Rule 506(c) in a manner that is intended, or could reasonably be expected, to condition the market for a Section 4(a)(6) offering or generate referrals to a crowdfunding intermediary? Why or why not? Should issuers that began an offering under Section 4(a)(6) be permitted to convert the offering to a Rule 506(c) offering? Why or why not?
  4. Under the proposed rules, whether an entity is controlled by or under common control with the issuer would be determined based on whether the issuer possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the entity, whether through the ownership of voting securities, by contract or otherwise. This standard is based on the definition of ''control'' in Securities Act Rule 405. Is this approach appropriate? Why or why not? Should we define control differently? If so, how?
  5. Under the proposed rules, the definition of issuer would include any predecessor of the issuer. Is this approach appropriate? Why or why not? Should an issuer aggregate amounts sold by an affiliate of the issuer when determining the aggregate amount sold in reliance on Section 4(a)(6) during the preceding 12-month period? Why or why not? If so, how should we define affiliate?
  2. Investment LimitationUnder Section 4(a)(6)(B), the aggregate amount sold to any investor by an issuer, including any amount sold in reliance on the exemption during the 12-month period preceding the date of such transaction, cannot exceed: ''(i) The greater of $2,000 or 5 percent of the annual income or net worth of such investor, as applicable, if either the annual income or the net worth of the investor is less than $100,000; and (ii) 10 percent of the annual income or net worth of such investor, as applicable, not to exceed a maximum aggregate amount sold of $100,000, if either the annual income or net worth of the investor is equal to or more than $100,000.'' Section 4A(h) further provides that these dollar amounts shall be adjusted by the Commission not less frequently than once every five years based on the Consumer Price Index. As discussed in more detail below, Section 4A(h) also provides that the income and net worth of a natural person who is investing in a crowdfunding transaction pursuant to Section 4(a)(6) shall be calculated in accordance with the Commission's rules regarding the calculation of income and net worth of an accredited investor. [38]
  Several commenters noted that Sections 4(a)(6)(B)(i) and (ii) technically subject some investors to two potential investment limits. [39] The language of the statute may be read to create potential conflicts or ambiguity between the two investment limits because paragraph (i) applies if ''either'' annual income or net worth is less than $100,000 and paragraph (ii) applies if ''either'' annual income or net worth is equal to or more than $100,000. Accordingly, in any situation in which annual income is less than $100,000 and net worth is equal to or more than $100,000 (or vice versa), the language of the statute may be read to cause both paragraphs to apply. Paragraph (i) also fixes the maximum annual investment by an investor at 5 percent of ''the annual income or net worth of such investor, as applicable'' and paragraph (ii) fixes the maximum annual investment by an investor at 10 percent of ''the annual income or net worth of such investor, as applicable'', but neither paragraph (i) nor paragraph (ii) explicitly states when that percentage should be applied against the investor's annual income and when the percentage should be applied against the investor's net worth. Finally, paragraph (i) sets a floor for the investment limit of $2,000 per year and paragraph (ii) sets a ceiling for the investment limit of $100,000 per year, but the statutory language does not explicitly state whether the floor applies if the maximum is calculated under paragraph (ii) or whether the ceiling applies if the maximum is calculated under paragraph (i). Accordingly, discretion is required in interpreting and applying this provision of the statute.
  We believe that the appropriate approach to the investment limit provision is to provide for an overall investment limit of $100,000, but within that overall limit, to provide for a ''greater of'' limitation based on annual income and net worth. Under the proposed rules, therefore, if both annual income and net worth are less than $100,000, then a limit of $2,000 or 5 percent of annual income or net worth, whichever is greater, would apply. If either annual income or net worth exceeds $100,000, then a limit of 10 percent of annual income or net worth, whichever is greater, but not to exceed $100,000, would apply. We believe that this clarification would give effect to the provision and would be consistent with Congressional intent in providing investment limitations; however, we request comment below on whether to calculate the investment limit based on the lesser of annual income or net worth.
  As required by Section 4A(h), the proposed rules would require a natural person's annual income and net worth to be calculated in accordance with the Commission's rules for determining accredited investor status. [40] Securities Act Rule 501 specifies the manner in which annual income and net worth are calculated for purposes of determining accredited investor status. [41] One commenter stated that Section 4(a)(6)(B) is unclear in regard to how to address the joint net worth of spouses. [42] The proposed rules would clarify that an investor's annual income and net worth may be calculated jointly with the income and net worth of the investor's spouse. [43] We believe that this approach is consistent with the rules for determining accredited investor status because the accredited investor definition contemplates both individual and joint income and net worth with a spouse as methods of calculating annual income and net worth.
  We also are proposing to allow an issuer to rely on efforts that an intermediary takes in order to determine that the aggregate amount of securities purchased by an investor will not cause the investor to exceed the investor limits, [44] provided that the issuer does not have knowledge that the investor had exceeded, or would exceed, the investor limits as a result of purchasing securities in the issuer's offering. [45]
  In discussing the investment limitations, one commenter requested that the Commission distinguish between retail investors and institutional or accredited investors and allow institutional and accredited investors to invest in excess of the investment limitations included in the statute. [46] Another commenter asked that the Commission clarify whether non-U.S. citizens or non-U.S. residents are bound by the same investment limits. [47] Three commenters proposed that the Commission create a two-tier regulatory system based on different investment limits to reduce the regulatory burden for small, local offerings. [48] One of the commenters suggested that one of the tiers could consist of a ''small local offering'' in which investment limits would be up to $250 per investor. [49] The commenter asserted that smaller investments could be subject to significantly reduced regulation because a $250 investment is unlikely to pose significant risk to an investor. The second commenter suggested reducing the anticipated personal disclosure requirements for investors who invest less than $500 through an intermediary that is a community development financial institution. [50]
  The limitations in Section 4(a)(6)(B) apply to any investor seeking to participate in a crowdfunding transaction. We believe that Congress intended for investment opportunities through crowdfunding transactions relying on Section 4(a)(6) to be available to all types of investors and established the investment limitations accordingly. [51] The statute provides specific investment limits, and the only reference in the statute regarding changing those investment limits is the requirement that the Commission update the investment limits not less frequently than every five years based on the Consumer Price Index. Therefore, we do not believe it would be appropriate to alter those limits for any particular type of investor or, at this time, to create a different exemption based on different investment limits. Issuers can rely on other exemptions to offer and sell securities to accredited investors and institutional investors (and, in some cases, investors that do not meet the definition of accredited investor). As discussed above, concurrent offerings to these types of investors are possible if the conditions of the applicable exemption are met. Therefore, as proposed, the limitations would apply to all investors, including retail, institutional or accredited investors and both U.S. and non-U.S. citizens or residents.
  Request for Comment6. While we acknowledge that there is ambiguity in the statutory language and there is some comment regarding a contrary reading, we believe that the appropriate approach to the investment limitations in Section 4(a)(6)(B) is to provide for an overall investment limit of $100,000 and, within that limit, to provide for a ''greater of'' limitation based on an investor's annual income or net worth. In light of ambiguity in the statutory language, we are specifically asking for comment as to the question of whether we should instead require investors to calculate the investment limitation based on the investor's annual income or net worth at the five percent threshold of Section 4(a)(6)(B)(i) if either annual income or net worth is less than $100,000? Similarly, for those investors falling within the Section 4(a)(6)(B)(i) framework, should we require them to calculate the five percent investment limit based on the lower of annual income or net worth? Should we require the same for the calculation of the 10 percent investment limit within the Section 4(a)(6)(B)(ii) framework? If we were to pursue any of these calculations, would we unnecessarily impede capital formation?
  7. The statute does not address how joint annual income or joint net worth should be treated for purposes of the investment limit calculation. The proposed rules clarify that annual income and net worth may be calculated jointly with the annual income and net worth of the investor's spouse. Is this approach appropriate? Should we distinguish between annual income and net worth and allow only one or the other to be calculated jointly for purposes of calculating the investment limit? Why or why not? Should the investment limit be calculated differently if it is based on the spouses' joint income, rather than each spouse's annual income? Why or why not?
  8. We are proposing to permit an issuer to rely on the efforts that an intermediary takes in order to determine that the aggregate amount of securities purchased by an investor will not cause the investor to exceed the investor limits, provided that the issuer does not have knowledge that the investor had exceeded, or would exceed, the investor limits as a result of purchasing securities in the issuer's offering. Is this approach appropriate? Why or why not? Should an issuer be required to obtain a written representation from the investor that the investor has not and will not exceed the limit by purchasing from the issuer? Why or why not?
  9. Should institutional and accredited investors be subject to the investment limits, as proposed? Why or why not? Should we adopt rules providing for another crowdfunding exemption with a higher investment limit for institutional and accredited investors? If so, how high should the limit be? Are there categories of persons that should not be subject to the investment limits? If yes, please identify those categories of persons. If the offering amount for an offering made in reliance on Section 4(a)(6) is not aggregated with the offering amount for a concurrent offering made pursuant to another exemption, as proposed, is it necessary to exclude institutional and accredited investors from the investment limits since they would be able to invest pursuant to another exemption in excess of the investment limits in Section 4(a)(6)?
  10. Should we adopt rules providing for another crowdfunding exemption with different investment limits (e.g., an exemption with a $250 investment limit and fewer issuer requirements), as one commenter suggested, [52] or apply different requirements with respect to individual investments under a certain amount, such as $500, as another commenter suggested? [53] Why or why not? If so, should the requirements for issuers and intermediaries also change? What investment limits and requirements would be appropriate? Would adopting such an exemption be consistent with the purposes of Section 4(a)(6)?
  11. Should we consider additional investment limits on transactions made in reliance on Section 4(a)(6) where the purchaser's annual income and net worth are both below a particular threshold? If so, what should such threshold be and why?
  3. Transaction Conducted Through an IntermediaryUnder Section 4(a)(6)(C), a transaction in reliance on Section 4(a)(6) must be ''conducted through a broker or funding portal that complies with the requirements of [S]ection 4A(a).'' We believe that requiring an issuer to use only one intermediary, rather than allowing the issuer to use multiple intermediaries, to conduct an offering or concurrent offerings in reliance on Section 4(a)(6) would help foster the creation of a crowd and better accomplish the purpose of the statute. As discussed above, a central tenet of the concept of crowdfunding is presenting members of the crowd with an idea or business so members of the crowd can share information and evaluate the idea or business. Allowing an issuer to conduct a single offering or simultaneous offerings in reliance on Section 4(a)(6) through more than one intermediary would diminish the ability of the members of the crowd to effectively share information, because essentially, there would be multiple ''crowds.'' Also, because practices among intermediaries may differ, were multiple intermediaries to conduct a single offering or simultaneous offerings, this could result in significant differences among such offerings. Finally, allowing an issuer to conduct an offering using more than one intermediary would make it more difficult for intermediaries to determine whether an issuer is exceeding the $1 million aggregate offering limit. Therefore, in addition to requiring the use of an intermediary in connection with an offering made in reliance on Section 4(a)(6), the proposed rules would prohibit an issuer from using more than one intermediary to conduct an offering or concurrent offerings made in reliance on Section 4(a)(6). [54]
  Although the statute does not expressly require it, we also believe that in enacting Section 4(a)(6)(C), Congress contemplated that crowdfunding transactions made in reliance on Section 4(a)(6) and activities associated with these transactions would occur over the Internet or other similar electronic medium that is accessible to the public. [55] We believe that an ''online-only'' requirement enables the public to access offering information and share information publicly in a way that will allow members of the crowd to decide whether or not to participate in the offering and fund the business or idea. [56] We believe that other mechanisms would not offer this opportunity. The proposed rules would require that an intermediary, in a transaction involving the offer or sale of securities in reliance on Section 4(a)(6), effect such transactions exclusively through an intermediary's platform. [57] We propose to define the term ''platform'' to mean an Internet Web site or other similar electronic medium through which a registered broker or a registered funding portal acts as an intermediary in a transaction involving the offer or sale of securities in reliance on Section 4(a)(6). [58] The requirement that a transaction be conducted exclusively through a platform does not preclude an intermediary from performing back office and other administrative functions offline. Therefore, we propose to state that intermediaries may engage in back office and other administrative functions other than on their platforms. [59] Examples of such functions include document maintenance, preparation of notices and confirmations, preparing internal policies and procedures, defining and approving business security requirements and policies for information technology, and preparing information required to be filed or otherwise provided to regulators.
  The proposed rules would accommodate other electronic media that currently exist or may develop in the future. For instance, applications for mobile communication devices, such as cell phones or smart phones, could be used to display offerings and to permit investors to make investment commitments. In our releases concerning the use of electronic media for delivery purposes, we discussed so-called ''electronic-only'' offerings as those in which investors are permitted to participate only if they agree to accept electronic delivery of all documents and other information in connection with the offering. [60] As discussed below, the proposed rules would require that an intermediary, in its standard account opening materials, obtain from investors consent for such electronic delivery. [61]
  Some commenters appear to assume that all offers and sales made in reliance on Section 4(a)(6) would be conducted online. [62] One commenter recommended that the Commission expressly require that all disclosure and affirmations required for crowdfunding transactions take place online. [63] In contrast, another commenter requested that we permit some crowdfunding elements to take place offline to encourage local community investments through entities such as community banks, community development companies and business development companies. [64] This commenter stated that permitting crowdfunding to take place offline also will help persons without Internet access to invest. The proposed rules would, subject to certain conditions, separately permit outreach by third parties and a third party's promotion of an issuer's offering through communication channels provided by an intermediary. [65] In addition, an issuer may provide a notice, subject to the conditions in the proposed rules, that directs potential investors to the intermediary's platform through which the issuer will conduct its offering. [66] Finally, we are not proposing to permit offerings to be conducted through means other than the Internet or similar electronic medium because we believe that allowing other non-electronic means would be inconsistent with the underlying principles of crowdfunding and the statute. Offerings made by other means would not be widely accessible by the public, which would defeat the benefit of the collective wisdom of the members of the crowd. We also believe that Internet access may be available to the public, such as through local public libraries, alleviating one commenter's concern about some persons not being able to invest unless the offerings also take place offline.
  Request for Comment12. The proposed rules would prohibit an issuer from conducting an offering or concurrent offerings in reliance on Section 4(a)(6) using more than one intermediary. Is this proposed approach appropriate? Why or why not? If issuers were permitted to use more than one intermediary, what requirements and other safeguards should or could be employed?
  13. Should we define the term ''platform'' in a way that limits crowdfunding in reliance on Section 4(a)(6) to transactions conducted through an Internet Web site or other similar electronic medium? Why or why not?
  14. Should we permit crowdfunding transactions made in reliance on Section 4(a)(6) to be conducted through means other than an intermediary's electronic platform? If so, what other means should we permit? For example, should we permit community-based funding in reliance on Section 4(a)(6) to occur other than on an electronic platform? [67] To foster the creation and development of a crowd, to what extent would such other means need to provide members of the crowd with the ability to observe and comment (e.g., through discussion boards or similar functionalities) on the issuer, its business or statements made in the offering materials?
  15. Should we allow intermediaries to restrict who can access their platforms? For example, should we permit intermediaries to provide access by invitation only or only to certain categories of investors? Why or why not? Would restrictions such as these negatively impact the ability of investors to get the benefit of the crowd and its assessment of an issuer, business or potential investment? Would these kinds of restrictions affect the ability of small investors to access the capital markets? If so, how?
  16. As noted above, the proposed rules would not require intermediaries' back office or other administrative functions to be conducted exclusively on their platforms. Do the proposed rules require any clarification? Are there other activities in which an intermediary may engage that would not be considered back office or administrative functions and that should be permitted to occur other than on a platform? If so, what activities are they, and why should they be permitted to occur other than on a platform?
  4. Exclusion of Certain Issuers From Eligibility Under Section 4(a)(6)Section 4A(f) excludes certain categories of issuers from eligibility to rely on Section 4(a)(6) to engage in crowdfunding transactions. These issuers are: (1) Issuers that are not organized under the laws of a state or territory of the United States or the District of Columbia; (2) issuers that are subject to Exchange Act reporting requirements; [68] (3) investment companies as defined in the Investment Company Act of 1940 (the ''Investment Company Act'') [69] or companies that are excluded from the definition of investment company under Section 3(b) or 3(c) of the Investment Company Act; [70] and (4) any other issuer that the Commission, by rule or regulation, determines appropriate.
  One commenter suggested that the Commission's rules should specify that the crowdfunding exemption under Section 4(a)(6) is not available for blank check companies or hedge funds and noted that ''permitting these kinds of high-risk and often complex entities to use the exemption is not consistent with the statutory goal of deterring fraud and unethical non-disclosure in crowdfunding offerings.'' [71]
  The proposed rules would exclude the categories of issuers identified in the statute, [72] as well as issuers that are disqualified from relying on Section 4(a)(6) pursuant to the disqualification provisions of Section 302(d) of the JOBS Act. [73] The proposed rules also would exclude an issuer that has sold securities in reliance on Section 4(a)(6) if the issuer has not filed with the Commission and provided to investors, to the extent required, the ongoing annual reports required by Regulation Crowdfunding [74] during the two years immediately preceding the filing of the required new offering statement. [75] We believe that the ongoing reporting requirement should benefit investors by enabling them to consider updated information about the issuer, thereby allowing them to make more informed investment decisions. If issuers fail to comply with this requirement, we do not believe that they should have the benefit of relying on the exemption under Section 4(a)(6) again until they file, to the extent required, the two most recent annual reports.
  The proposed rules also would exclude an issuer that has no specific business plan or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies. As described above, crowdfunding is a new and evolving method to raise money that serves as an alternative source of capital to support a wide range of ideas and ventures. We believe that the exemption under Section 4(a)(6) is intended to provide an issuer with an early stage project, idea or business an opportunity to share it publicly with a wider range of potential investors. Those potential investors may then share information with each other about the early stage proposal and use that information to decide whether or not to provide funding based on the ''wisdom of the crowd.'' Under such circumstances, this mechanism requires the public to have sufficient information about the issuer's proposal to discuss its merit and flaws. [76]
  At the same time, an early stage proposal may not allow the crowdfunding mechanism to work appropriately if the issuer does not describe a specific project, idea, or business, or is seeking funding for unspecified corporate transactions. In such cases, individuals reviewing the proposal may not have sufficient information to formulate a considered view of the proposal, or the proposal may be less likely to attract enough perspectives to inform a crowd decision. Investors who nonetheless choose to participate may therefore be more likely to be participating in an issuance that has not been reviewed by the crowd in the manner contemplated by the exemption under Section 4(a)(6).
  We are cognizant of the challenges associated with distinguishing between early stage proposals that should provide information sufficient to support the crowdfunding mechanism and those that cannot by their terms do so. We preliminarily believe that an appropriate balance can be struck by excluding an issuer that has no specific business plan or that has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies. As described below, we do not expect that a specific ''business plan'' requires a formal document prepared by management or used for marketing to investors. [77] We understand that issuers engaging in crowdfunding transactions may have businesses at various stages of development in differing industries, and therefore, we believe that a specific ''business plan'' could encompass a wide range of project descriptions, articulated ideas, and business models. In particular, we recognize that the business plan for startups or small businesses seeking to rely on Section 4(a)(6) may not be fully developed or highly specific and that for many it may be less defined or detailed than the plan associated with larger issuers.
  With respect to hedge funds, we believe that under Section 4A(f)(3), hedge funds would be excluded from eligibility to rely on Section 4(a)(6) because hedge funds and other private funds typically rely on one of the exclusions from the definition of investment company under Section 3(c) of the Investment Company Act. [78]
  Request for Comment17. Section 4A(b)(4) requires that, ''not less than annually, [the issuer] file with the Commission and provide to investors reports of the results of operations and financial statements of the issuer. . . .'' Should an issuer be excluded from engaging in a crowdfunding transaction in reliance on Section 4(a)(6), as proposed, if it has not filed with the Commission and provided to investors, to the extent required, the ongoing annual reports required by proposed Regulation Crowdfunding during the two years immediately preceding the filing of the required offering statement? Why or why not? Should an issuer be eligible to engage in a crowdfunding transaction in reliance on Section 4(a)(6) if it is delinquent in other reporting requirements (e.g., updates regarding the progress of the issuer in meeting the target offering amount)? [79] Why or why not? Should the exclusion be limited to a different timeframe (e.g., filings required during the five years or one year immediately preceding the filing of the required offering statement)?
  18. Is the proposed exclusion of issuers who fail to comply with certain ongoing annual reporting requirements too broad? If so, how should it be narrowed and why? Should the exclusion cover issuers whose affiliates have sold securities in reliance on Section 4(a)(6) if the affiliates have not complied with the ongoing annual reporting requirements? If so, should this encompass all affiliates? If not, which affiliates should it cover? Should we exclude any issuer with an officer, director or controlling shareholder who served in a similar capacity with another issuer that failed to file its annual reports? Why or why not?
  19. What specific risks do investors face with ''idea-only'' companies and ventures? Please explain. Do the proposed rules provide sufficient protection against the inherent risks of such ventures? Why or why not?
  20. Does the exclusion of issuers that do not have a specific idea or business plan from eligibility to rely on Section 4(a)(6) strike the appropriate balance between the funding needs of small issuers and the information requirements of the crowd? Why or why not? Are there other approaches that would strike a better balance among those considerations? If the proposed approach is appropriate, should we define ''specific business plan'' or what criteria could be used to identify them? How would any such criteria comport with the disclosure obligations described in Section II.B.1.a.i.(b) (description of the business) below?
  21. Are there other categories of issuers that should be precluded from relying on Section 4(a)(6)? If so, what categories of issuers and why?
  B. Requirements on Issuers1. Disclosure RequirementsSection 4A(b)(1) provides that an issuer offering or selling securities in reliance on Section 4(a)(6) must file specified disclosures, including financial disclosures, with the Commission, provide these disclosures to investors and the relevant broker or funding portal and make these disclosures available to potential investors. These disclosures include:
  The name, legal status, physical address and Web site address of the issuer [80] ;The names of the directors and officers (and any persons occupying a similar status or performing a similar function), and each person holding more than 20 percent of the shares of the issuer [81] ;a description of the business of the issuer and the anticipated business plan of the issuer [82] ;a description of the financial condition of the issuer [83] ;a description of the stated purpose and intended use of the proceeds of the offering sought by the issuer with respect to the target offering amount [84] ;the target offering amount, the deadline to reach the target offering amount and regular updates regarding the progress of the issuer in meeting the target offering amount [85] ;the price to the public of the securities or the method for determining the price [86] ; anda description of the ownership and capital structure of the issuer. [87] In addition, Section 4A(b)(1)(I) specifies that the Commission may require additional disclosures for the protection of investors and in the public interest.Commenters expressed concerns about the extent of the disclosure requirements and stated that overly burdensome rules would make offers and sales in reliance on Section 4(a)(6) prohibitively expensive. [88] We recognize these concerns and have considered them in determining the disclosure requirements that we should propose in this release.
  The proposed rules generally describe the type of information that issuers would be required to disclose. We expect, however, that an issuer, along with the intermediary, would determine the format that best conveys the required disclosures and any other information the issuer determines is material to investors. [89] We recognize that there are numerous ways to achieve that goal and, as such, we are not proposing to mandate a specific disclosure format. [90] Similarly, to the extent some of the required disclosures overlap, issuers would not be required to duplicate disclosures.
  As discussed further in Section II.B.3, we are proposing to require issuers to file the disclosures with the Commission on Form C. [91] As proposed, Form C would be filed in the standard format of eXtensible Markup Language (XML). An XML-based fillable form would enable issuers to provide information in a convenient medium without requiring the issuer to purchase or maintain additional software or technology. This would provide the Commission with data about offerings made in reliance on Section 4(a)(6). Information not required to be provided in text boxes would be filed as attachments to Form C.
  Request for Comment22. Rule 306 of Regulation S-T requires that all electronic filings made with the Commission, including the filings that would be required under the proposed rules, be in English. Some startups and small businesses, and their potential investors, may principally communicate in a language other than English. Should we amend Rule 306 to permit filings by issuers under the proposed rules to be filed in the other language? Why or why not? If we retain the requirement to make filings only in English, will this impose a disproportionate burden on issuers and potential investors who principally communicate in a language other than English? What will be the impact on capital formation for such issuers?
  a. Offering Statement Disclosure Requirementsi. Information About the Issuer and the Offering(a) General Information About the Issuer, Officers and DirectorsConsistent with Sections 4A(b)(1)(A) and (B), we are proposing to require an issuer to disclose information about its legal status, directors, officers and certain shareholders and how interested parties may contact the issuer. Specifically, an issuer would be required to disclose:
  Its name and legal status, including its form of organization, jurisdiction in which it is organized and date of organization [92] ;its physical address and its Web site address [93] ; andthe names of the directors and officers, including any persons occupying a similar status or performing a similar function, all positions and offices with the issuer held by such persons, the period of time in which such person served in the position or office and their business experience during the past three years, [94] including:'—‹ each person's principal occupation and employment, including whether any officer is employed by another employer; and
  '—‹ the name and principal business of any corporation or other organization in which such occupation and employment took place.
  Although the statute does not define ''officer,'' the term is defined in Securities Act Rule 405 [95] and in Exchange Act Rule 3b-2. [96] We are proposing to define ''officer'' consistent with these existing rules. Thus, an issuer would be required to disclose information regarding its president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer and any person routinely performing corresponding functions with respect to any organization, whether incorporated or unincorporated, to the extent it has individuals serving in these capacities.
  We are proposing to require disclosure of the business experience of directors and officers of the issuer during the past three years. A three-year period is less than the five-year period that applies to issuers conducting registered offerings [97] or exempt offerings pursuant to Regulation A. [98] We believe that startups and small businesses that may seek to raise capital in reliance on Section 4(a)(6) generally would be smaller than the issuers conducting registered offerings or exempt offerings pursuant to Regulation A; [99] thus, we believe that the less burdensome three-year period would reduce the compliance cost for issuers while still providing potential investors with sufficient information about the business experience of directors and officers of the issuer to make an informed investment decision.
  Section 4A(b)(1)(B) requires disclosure of ''the names of . . . each person holding more than 20 percent of the shares of the issuer.'' In contrast, Section 4A(b)(1)(H)(iii) requires disclosure of the ''name and ownership level of each existing shareholder who owns more than 20 percent of any class of the securities of the issuer'' (emphasis added). The proposed rules would require disclosure of the names of persons, as of the most recent practicable date, who are the beneficial owners of 20 percent or more of the issuer's outstanding voting equity securities, calculated on the basis of voting power. [100] We refer to this group of persons as ''20 Percent Beneficial Owners.'' We believe that the universe of 20 Percent Beneficial Owners should be the same for the disclosure requirements and the disqualification provisions [101] because this would ease the burden on issuers by requiring issuers to only identify one set of persons who would be the subject of these rules. We believe that assessing beneficial ownership based on total outstanding voting securities is consistent with Section 4A(b)(1)(B). Section 4A(b)(1)(B) is not limited to voting equity securities, but we believe the limitation would be necessary to clarify how beneficial ownership would be required to be calculated since issuers could potentially have multiple classes of securities with different voting powers. Assessing beneficial ownership based on ownership of total outstanding voting securities, rather than based on ownership of any class of securities as potentially contemplated by Section 4A(b)(1)(H)(iii), also should ease the burden of compliance because there would be fewer 20 Percent Beneficial Owners to track.
  Neither Section 4A(b)(1)(B) nor Section 4A(b)(1)(H)(iii) states as of what date the beneficial ownership should be calculated. The proposed rules would require issuers to calculate beneficial ownership as of the most recent practicable date. [102] This is the same requirement that applies to issuers conducting registered offerings or Exchange Act reporting companies. [103] We believe that it is appropriate to provide issuers relying on Section 4(a)(6) the flexibility to calculate beneficial ownership as of the most recent practicable date, otherwise such issuers would be subject to a more burdensome standard than the one that applies to issuers conducting registered offerings or Exchange Act reporting companies.
  Request for Comment23. Under the proposed rules the definition of the term ''officer'' is consistent with how that term is defined in Securities Act Rule 405 [104] and in Exchange Act Rule 3b-2. [105] Should we instead define ''officer'' consistent with the definition of ''executive officer'' in Securities Act Rule 405 [106] and in Exchange Act Rule 3b-7? [107] Why or why not? Which definition would be more appropriate for the types of issuers that would be relying on the exemption?
  24. Are these proposed disclosure requirements relating to the issuer and its officers and directors appropriate? Why or why not? Should we only require the disclosures specifically called for by statute or otherwise modify or eliminate any of the proposed requirements? Should we require any additional disclosures (e.g., disclosure about significant employees)? Is there other general information about the issuer or its officers and directors that we should require to be disclosed? If so, what information and why? For example, should we require disclosure of any court orders, judgments or civil litigation involving any directors and officers, including any persons occupying a similar status or performing a similar function? Why or why not? If so, what time period should this disclosure cover and why?
  25. The proposed rules would require disclosure of the business experience of directors and officers of the issuer during the past three years. Is the three-year period an appropriate amount of time? Why or why not? If not, please discuss what would be an appropriate amount of time and why. Should the requirement to disclose the business experience of officers and directors include a specific requirement to disclose whether the issuer's directors and officers have any prior work or business experience in the same type of business as the issuer? Why or why not?
  26. The proposed rules would require disclosure of the names of persons who are beneficial owners of 20 percent or more of the issuer's outstanding voting equity securities, calculated on the basis of voting power. Is this approach appropriate? Why or why not? Should the proposed rules require disclosure of the names of beneficial owners of 20 percent or more of any class of the issuer's voting securities, even if such beneficial ownership does not exceed 20 percent of all of the issuer's outstanding voting equity securities? Why or why not? Should the proposed disclosure requirement apply to the names of beneficial owners of 20 percent or more, as proposed, or to more than 20 percent of the issuer's outstanding voting equity securities? Why or why not?
  27. The proposed rules would require that beneficial ownership be calculated as of the most recent practicable date. Is this approach appropriate? Why or why not? Should beneficial ownership be calculated as of a different date? For example, should the reported beneficial ownership only reflect information as of the end of a well-known historical period, such as the end of a fiscal year? Please explain. Should there be a maximum amount of time from this calculation date to the filing to ensure that the information is current? If so, what maximum amount of time would be appropriate?
  28. Should we provide additional guidance on how to calculate beneficial ownership on the basis of voting power? If so, what should that guidance include? Should the proposed rules require disclosure of the name of a person who has investment power over, an economic exposure to or a direct pecuniary interest in the issuer's securities even if that person is not a 20 Percent Beneficial Owner? Why or why not?
  (b) Description of the BusinessConsistent with Section 4A(b)(1)(C), we are proposing to require an issuer to disclose information about its business and business plan. [108] One commenter noted that the term ''business plan'' traditionally referred to a document prepared by management for internal use only and more recently has been used to refer to a marketing document used to solicit investors. [109] We do not expect issuers to provide those types of documents in response to this requirement. [110] Although two commenters suggested that the Commission clarify the term ''business plan,'' [111] the proposed rules would not specify the disclosures that an issuer must include in the description of the business and the business plan. We understand that issuers engaging in crowdfunding transactions may have businesses at various stages of development in differing industries, and therefore, we believe that the proposed rules should provide flexibility for issuers to disclose the information about their businesses.
  Request for Comment29. Are these proposed disclosure requirements appropriate? Why or why not? Should we require any additional disclosures? Should we prescribe specific disclosure requirements about the business of the issuer and the anticipated business plan of the issuer or provide a non-exclusive list of the types of information an issuer should consider disclosing? Why or why not? If so, what specific disclosures about the issuer's business or business plans should we require or include in a non-exclusive list? For example, should we explicitly require issuers to describe any material contracts of the issuer, any material litigation or any outstanding court order or judgment affecting the issuer or its property? Why or why not?
  30. Would more specific line item disclosures be more workable for issuers relying on Section 4A or provide more useful guidance for such issuers? Would such disclosures be more useful to investors? Why or why not? For example, should we require issuers to provide a business description incorporating the information that a smaller reporting company would be required to provide in a registered offering pursuant to Item 101(h) of Regulation S-K? [112] Why or why not? Should we require issuers to provide information regarding their plan of operations, similar to that required by Item 101(a)(2) of Regulation S-K [113] in registered offerings by companies with limited operating histories? Why or why not?
  (c) Use of ProceedsThe proposed rules, consistent with Section 4A(b)(1)(E), would require an issuer to provide a description of the purpose and intended use of the offering proceeds. [114] One commenter suggested that we require issuers to be specific and detailed when making this disclosure. [115] We expect that such disclosure would provide a sufficiently detailed description of the intended use of proceeds to permit potential investors to evaluate the investment. For example, an issuer may, among other uses, intend to use the proceeds of an offering to acquire assets or businesses, compensate the intermediary or its own employees or repurchase outstanding securities of the issuer. In its description, an issuer should use its judgment regarding the level of detail in its disclosures regarding the assets or businesses that the issuer anticipates acquiring, if applicable. If the proceeds will be used to compensate the intermediary, the issuer should disclose the amount to be used for such compensation. If the proceeds will be used to compensate existing employees and/or to hire new employees, the issuer should consider disclosing whether the proceeds will be used for salaries or bonuses and how many employees it plans to hire, as applicable. If the issuer will repurchase outstanding issuer securities, it should consider disclosing its plans, terms and purpose for repurchasing the securities. An issuer also should consider disclosing how long the proceeds will satisfy the operational needs of the business. If an issuer does not have definitive plans for the proceeds, but instead has identified a range of possible uses, then the issuer should identify and describe each probable use and factors impacting the selection of each particular use. [116] If an issuer indicates that it will accept proceeds in excess of the target offering amount, [117] the issuer would be required to provide a separate, reasonably detailed description of the purpose and intended use of any excess proceeds with similar specificity. [118]
  Request for Comment31. Are these proposed disclosure requirements appropriate? Why or why not? Should we require any additional disclosures, including specifying items required to be disclosed? Is the proposed standard sufficiently clear such that it would result in investors being provided with an adequate amount of information? If not, how should we change the disclosure requirement? Should the rules include a non-exclusive list of examples that issuers should consider when providing disclosure, similar to the examples discussed above?
  32. Under what circumstances, if any, should an issuer be required to update the use of proceeds disclosures?
  33. Is there other information regarding the purpose of the offering and use of proceeds that we should require to be disclosed? If so, what information? Should any of the examples above be included as requirements in the rules? Why or why not?
  (d) Target Offering Amount and DeadlineConsistent with Section 4A(b)(1)(F), the proposed rules would require issuers to disclose the target offering amount and the deadline to reach the target offering amount. [119] In addition, an issuer would be required to disclose whether it will accept investments in excess of the target offering amount and, if it will, the issuer would be required to disclose, at the commencement of the offering, the maximum amount it will accept. [120] For example, if the issuer sets a target offering amount of $200,000 but is willing to accept up to $750,000, the issuer would be required to disclose both the $200,000 target offering amount and the $750,000 maximum offering amount that it will accept. [121] In addition, the issuer would be required to disclose, at the commencement of the offering, how shares in oversubscribed offerings would be allocated. [122] If this disclosure is made, we do not believe it would be necessary for us to prescribe how oversubscribed offerings would be allocated because this approach would allow issuers the flexibility to structure the offering as they believe appropriate. At the same time, this approach would provide investors with the disclosure they need to make an informed investment decision.
  We believe that investors in a crowdfunding transaction would benefit from clear disclosure about their right to cancel, the circumstances under which an issuer may close an offering early and the need to reconfirm the investment commitment under certain circumstances, so investors are more aware of their rights to rescind an investment commitment. [123] As such, we propose to require issuers to describe the process to cancel an investment commitment or to complete the transaction once the target amount is met, [124] including a statement that:
  Investors may cancel an investment commitment until 48 hours prior to the deadline identified in the issuer's offering materials; [125]the intermediary will notify investors when the target offering amount has been met;if an issuer reaches the target offering amount prior to the deadline identified in its offering materials, it may close the offering early if it provides notice about the new offering deadline at least five business days prior to that new deadline (absent another material change that would require an extension of the offering and reconfirmation of the investment commitment); [126] andif an investor does not cancel an investment commitment before the 48-hour period prior to the offering deadline, the funds will be released to the issuer upon closing of the offering and the investor will receive securities in exchange for his or her investment.We also propose to require issuers to disclose that if an investor does not reconfirm his or her investment commitment after a material change is made to the offering, the investor's investment commitment will be cancelled and committed funds will be returned. [127] The proposed rules also would require issuers to disclose that if the sum of the investment commitments does not equal or exceed the target offering amount at the time of the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned. [128]
  Request for Comment34. Are these proposed disclosure requirements appropriate? Why or why not? Should we modify or eliminate any of the proposed requirements? Should we require any additional disclosures?
  35. The proposed rules would require an issuer willing to accept investments in excess of the target offering amount to provide, at the commencement of the offering, the disclosure that would be required in the event the offer is oversubscribed. Is this approach appropriate? Why or why not?
  (e) Offering PriceConsistent with Section 4A(b)(1)(G), the proposed rules would require an issuer to disclose the offering price of the securities or the method for determining the price, provided that prior to the sale, each investor is provided in writing the final price and all required disclosures. [129]
  Request for Comment36. Are these proposed disclosure requirements appropriate? Why or why not? Should we modify or eliminate any of the proposed requirements? Should we require any additional disclosures? Please explain.
  (f) Ownership and Capital StructureConsistent with Section 4A(b)(1)(H), the proposed rules would require an issuer to provide a description of its ownership and capital structure. [130] This disclosure would include:
  The terms of the securities being offered and each other class of security of the issuer, including the number of securities being offered and/or outstanding, whether or not such securities have voting rights, any limitations on such voting rights, how the terms of the securities being offered may be modified and a summary of the differences between such securities and each other class of security of the issuer, and how the rights of the securities being offered may be materially limited, diluted or qualified by the rights of any other class of security of the issuer;a description of how the exercise of the rights held by the principal shareholders of the issuer could affect the purchasers of the securities;the name and ownership level of persons who are 20 Percent Beneficial Owners;how the securities being offered are being valued, and examples of methods for how such securities may be valued by the issuer in the future, including during subsequent corporate actions;the risks to purchasers of the securities relating to minority ownership in the issuer and the risks associated with corporate actions including additional issuances of securities, issuer repurchases of securities, a sale of the issuer or of assets of the issuer or transactions with related parties; anda description of the restrictions on the transfer of the securities.We believe that investors in crowdfunding transactions would benefit from clear disclosure about the terms of the securities being offered and each other class of security of the issuer. The proposed rules would require disclosure of the number of securities being offered and/or outstanding, whether or not such securities have voting rights, any limitations on such voting rights and a description of the restrictions on the transfer of the securities. [131] Although Section 4A(b)(1)(H) does not specifically call for this disclosure, we believe that such disclosure would be necessary to provide investors with a more complete picture of the issuer's capital structure than would be obtained solely pursuant to the statutory requirements. We believe this would help investors better evaluate the terms of the offer before making an investment decision.
  Request for Comment37. Are these proposed disclosure requirements appropriate? Why or why not? Should we modify or eliminate any of the proposed requirements? Should we require any additional disclosures? Please explain.
  (g) Additional Disclosure RequirementsIn addition to the statutory disclosure requirements, [132] we propose to require:
  Disclosure of the name, Commission file number and Central Registration Depository number (''CRD number'') [133] (as applicable) of the intermediary through which the offering is being conducted; [134]disclosure of the amount of compensation paid to the intermediary for conducting the offering, including the amount of any referral or other fees associated with the offering; [135]disclosure of certain legends to be included in the offering statement; [136]disclosure of the current number of employees of the issuer; [137]a discussion of the material factors that make an investment in the issuer speculative or risky; [138]a description of the material terms of any indebtedness of the issuer, including the amount, interest rate, maturity date and any other material terms; [139]disclosure of exempt offerings conducted within the past three years; [140] anddisclosure of certain related-party transactions. [141]Requiring an issuer to identify the name, Commission file number and CRD number (as applicable) of the intermediary through which the offering is being conducted should assist investors and regulators in obtaining information about the offering and facilitate monitoring the use of the exemption. It also could help investors obtain background information on the intermediary, for instance through filings made by the intermediary with the Commission as well as through the Financial Industry Regulatory Authority's (''FINRA'') BrokerCheck system for brokers [142] or a similar system, if created, for funding portals.
  In addition, requiring an issuer to disclose the amount of compensation paid to the intermediary for conducting the offering, including the amount of referral or other fees associated with the offering, would permit investors and regulators to determine how much of the proceeds of the offering are used to compensate the intermediary and to facilitate the monitoring of compensation paid to intermediaries.
  The requirement for an issuer to include in the offering statement certain specified legends about the risks of investing in a crowdfunding transaction is intended to help investors understand the general risks of investing in a crowdfunding transaction. In addition, the requirement that an issuer include in the offering statement certain legends about the required ongoing reports, including how those reports would be made available to investors and how an issuer may terminate its ongoing reporting obligations, is intended to help investors understand an issuer's ongoing reporting obligations and inform investors of how they will be able to access those reports.
  The proposed rules also would require disclosure of the material factors that make an investment in the issuer speculative or risky. [143] We believe that this risk factor information should help investors to better understand the risks of investing in a specific issuer's offering.
  The proposed rules also would require disclosure of certain related-party transactions between the issuer and any director or officer of the issuer, any person who is a 20 Percent Beneficial Owner, any promoter of the issuer (if the issuer was incorporated or organized within the past three years), or immediate family members of the foregoing persons. [144] For purposes of this related-party transactions disclosure, ''immediate family member'' would have the same meaning that it has in Item 404 of Regulation S-K, [145] which relates to the disclosure of related-party transactions for Exchange Act reporting companies. This related-party transactions disclosure should assist investors in obtaining a more complete picture of the financial relationships between certain related parties and the issuer.
  Several commenters suggested that we should model the disclosure form after Securities Act Form 1-A [146] or the North American Securities Administrators Association's (''NASAA'') uniform Small Company Offering Registration Form (U-7). [147] The proposed disclosure requirements regarding risk factors and related-party transactions are similar to those in Form 1-A except that, with respect to the disclosure about related-party transactions, the proposed rules would require disclosure about transactions since the beginning of the issuer's last full fiscal year, rather than the two fiscal years required in Form 1-A. Given the early stage of development of the small businesses and startups that we expect would seek to raise capital pursuant to Section 4(a)(6), as well as the investment limitations prescribed by the proposed rules, we believe that limiting the disclosure to related-party transactions since the beginning of the issuer's last full fiscal year will reduce the burden on issuers while still providing investors with sufficient information to evaluate the relationship between related parties and the issuer. Also, the proposed rules only would require disclosure of related-party transactions in excess of five percent of the aggregate amount of capital raised by the issuer in reliance on Section 4(a)(6) during the preceding 12-month period, inclusive of the amount the issuer seeks to raise in the current offering under Section 4(a)(6). For example, an issuer seeking to raise $1 million would be required to disclose related-party transactions in excess of $50,000, which is the same threshold required in Form 1-A. We believe that, in light of the sizes and varieties of issuers that may make offerings in reliance on Section 4(a)(6), this scaled approach is more appropriate than the fixed amount approach used in Form 1-A, which might be disproportionate to the size of certain offerings and issuers.
  Two commenters suggested that the Commission require the issuer to disclose the total number of employees. [148] The proposed rules would require disclosure of the issuer's current number of employees. [149] This information should assist investors and regulators in obtaining information about the size of the businesses using the exemption. This information would make data available that could be used to evaluate whether the businesses using the exemption are creating additional jobs. [150]
  The proposed rules also would require disclosure of the material terms of any indebtedness of the issuer, including, among other items, the amount, interest rate and maturity date. [151] We believe this information would be important to investors because servicing debt could place additional pressures on an issuer in the early stages of development.
  In addition, the proposed rules would require disclosure of exempt offerings conducted within the past three years. [152] For each exempt offering within the past three years, the proposed rules would require a description of the date of the offering, the offering exemption relied upon, the type of securities offered and the amount of securities sold and the use of proceeds. [153] We believe that it would be important to investors to know of prior offerings of securities. This information would better inform investors about the capital structure of the issuer and would provide information about how prior offerings were valued.
  Request for Comment38. Are these proposed disclosure requirements appropriate? Why or why not? Should we modify or eliminate any of the proposed requirements? If so, how and why?
  39. To assist investors and regulators in obtaining information about the offering and to facilitate monitoring the use of the exemption, the proposed rules would require an issuer to identify the name, Commission file number and CRD number (as applicable) of the intermediary through which the offering is being conducted. Is there a better approach? What other information should be provided? If so, please describe it.
  40. Should we require disclosure of the amount of compensation paid to the intermediary, as proposed? Why or why not? Should we require issuers to separately disclose the amounts paid for conducting the offering and the amounts paid for other services? Why or why not?
  41. Should we require the issuer to include certain specified legends about the risks of investing in a crowdfunding transaction and disclosure of the material factors that make an investment in the issuer speculative or risky, as proposed? Why or why not? Should we provide examples in our rules of the types of material risk factors an issuer should consider disclosing? Why or why not? If so, what should those examples be?
  42. Should we require disclosure of certain related-party transactions, as proposed? Why or why not? The proposed rules would require disclosures of certain transactions between the issuer and directors or officers of the issuer, 20 Percent Beneficial Owners, any promoter of the issuer, or relatives of the foregoing persons. Is this the appropriate group of persons? Should we limit or expand the list of persons? If so, how and why?
  43. As proposed, immediate family member, for purposes of related-party transactions disclosure, would have the same meaning that it has in Item 404 of Regulation S-K. [154] Is this the appropriate approach? Why or why not? If not, what would be a more appropriate definition and why? For purposes of restrictions on resales of securities issued in transactions made in reliance on Section 4(a)(6), ''member of the family of the purchaser or the equivalent'' would, as proposed, expressly include spousal equivalents. [155] Should the definition of immediate family member for purposes of related-party transactions disclosure also expressly include spousal equivalents, or would including spousal equivalents create confusion in light of the fact that the definition for purposes of related-party transactions already includes any persons (other than a tenant or employee) sharing the same household? Please explain.
  44. Is it appropriate to limit the disclosure about related-party transactions to transactions since the beginning of the issuer's last full fiscal year? Why or why not? Is it appropriate to limit disclosure to those related-party transactions that exceed five percent of the aggregate amount of capital raised by the issuer in reliance on Section 4(a)(6)? Should we instead require disclosure of all related-party transactions or all transactions in excess of an absolute threshold amount?
  45. Is it appropriate to require a description of any prior exempt offerings conducted within the past three years, as proposed? Why or why not? Would another time period (e.g., one year, five years, etc.) or no time limit be more appropriate?
  46. Should we require any additional disclosures (e.g., should we require disclosure about executive compensation and, if so, what level of detail should be required in such disclosure)? If so, what disclosures and why?
  ii. Financial DisclosureSection 4A(b)(1)(D) requires ''a description of the financial condition of the issuer.'' It also establishes a framework of tiered financial disclosure requirements based on aggregate target offering amounts of the offering and all other offerings made in reliance on Section 4(a)(6) within the preceding 12-month period:
  issuers offering $100,000 or less are required to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors income tax returns filed by the issuer for the most recently completed year (if any) and financial statements that are certified by the principal executive officer to be true and complete in all material respects;issuers offering more than $100,000, but not more than $500,000, are required to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors financial statements reviewed by a public accountant that is independent of the issuer; andissuers offering more than $500,000 (or such other amount as the Commission may establish) are required to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors audited financial statements.Section 4A(h) further provides that these dollar amounts shall be adjusted by the Commission not less frequently than once every five years, by notice published in the Federal Register, to reflect any change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics.
  (a) Financial Condition DiscussionConsistent with Section 4A(b)(1)(D), the proposed rules would require an issuer to provide a narrative discussion of its financial condition. [156] This discussion should address, to the extent material, the issuer's historical results of operations in addition to its liquidity and capital resources. If an issuer does not have a prior operating history, the discussion should focus on financial milestones and operational, liquidity and other challenges. If an issuer has a prior operating history, the discussion should focus on whether historical earnings and cash flows are representative of what investors should expect in the future. An issuer's discussion of its financial condition should take into account the proceeds of the offering and any other known or pending sources of capital. Issuers also should discuss how the proceeds from the offering will affect their liquidity and whether these funds and any other additional funds are necessary to the viability of the business. In addition, issuers should describe the other available sources of capital to the business, such as lines of credit or required contributions by principal shareholders.
  We expect that the discussion required by the proposed rule and instruction would inform investors about the financial condition of the issuer in a manner similar to the management's discussion and analysis of financial condition and results of operations (''MD&A'') required by Item 303 of Regulation S-K [157] for registered offerings. Because issuers seeking to engage in crowdfunding transactions would likely be smaller, less complex and at an early stage of development compared to issuers conducting registered offerings or Exchange Act reporting companies, we expect that the discussion would not generally need to be as lengthy or detailed as the MD&A of Exchange Act reporting companies. We are not proposing to prescribe content or format for this information, but rather to set forth principles of disclosure. To the extent these items of disclosure overlap with the issuer's discussion of its business or business plan, issuers are not required to make duplicate disclosures. While we are not proposing to mandate a specific presentation, we expect issuers to present the required disclosures, including any other information that would be material to an investor, in a clear and understandable manner.
  Request for Comment47. Are these proposed requirements for the discussion of the financial condition of the issuer appropriate? Why or why not? Should we modify or eliminate any of the requirements in the proposed rule or instruction? If so, which ones and why? Should we require any additional disclosures? If so, what disclosures and why? Should we prescribe a specific format or presentation for the disclosure? Please explain.
  48. Should we exempt issuers with no operating history from the requirement to provide a discussion of their financial condition? If so, why? Should we require such issuers to specifically state that they do not have an operating history, as proposed? Why or why not?
  49. In the discussion of the issuer's financial condition, should we require issuers to provide specific disclosure about prior capital raising transactions? Why or why not? Should we require specific disclosure relating to prior transactions made pursuant to Section 4(a)(6), including crowdfunding transactions in which the target amount was not reached? Why or why not?
  (b) Financial DisclosuresAs noted above, Section 4A(b)(1)(D) establishes tiered financial statement disclosure requirements that are based on aggregate target offering amounts within the preceding 12-month period. We received a range of comments on this requirement.
  In response to the requirement for issuers offering $100,000 or less to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors their income tax returns for the most recently completed year, one commenter suggested that, even if redacted, income tax returns should not be made public. [158] One commenter suggested that financial statements should cover the most recently completed fiscal year. [159] Other commenters suggested that issuers offering $100,000 or less should provide financial statements prepared in accordance with generally accepted accounting principles (''GAAP''), including explanatory notes, even though those financial statements would not be subject to an independent accountant's review or audit. [160]
  For issuers offering more than $100,000, but not more than $500,000, one commenter suggested that the Commission require the financial statement review to be done by accountants in good standing for at least five years. [161] Another commenter stated that issuers in existence for less than 12 months should not be required to provide independently reviewed financial statements. [162]
  Several commenters objected to the requirement for issuers to provide audited financial statements when offering more than $500,000 and suggested alternatives. [163] One commenter suggested that an issuer should not be required to provide audited financial statements if: (1) The target offering amount is not greater than $100,000 (notwithstanding any other transactions made in reliance on Section 4(a)(6) within the preceding 12-month period); and (2) the issuer has not conducted a transaction in reliance on Section 4(a)(6) within the preceding six months. [164] Another commenter suggested that issuers should be required to identify the accountant used to certify or audit the financial statements. [165]
  Under the proposed rules, in determining the financial statements that would be required, an issuer would need to aggregate the amounts offered and sold in reliance on Section 4(a)(6) within the preceding 12-month period with the target offering amount (or the maximum offering amount, including the aggregate amount of any possible oversubscriptions if the issuer will accept oversubscriptions) of the offering for which disclosure is being provided. [166] The statute refers to aggregate ''offering amounts'' within the preceding 12-month period. We are proposing to require issuers to aggregate only amounts offered and sold (rather than all offered amounts, including those not sold) within the preceding 12-month period with the amount the issuer is seeking to raise in the transaction. [167] We do not believe that this provision should require an issuer to aggregate amounts offered in prior offerings but not sold (for example, because the target offering amount was not met). Otherwise, an issuer that initially sought to raise $400,000, did not complete the crowdfunding transaction because the target offering amount was not met, and would like to raise $200,000 in a second attempt would be required to provide audited financial statements rather than financial statements reviewed by a public accountant in connection with that $200,000 offering. We believe that this result would increase costs to issuers when those issuers were unsuccessful in prior offerings within the preceding 12-month period. Requiring issuers to aggregate amounts offered and sold should still prevent issuers from circumventing the framework of tiered financial disclosure requirements by structuring a larger offering as a series of smaller offerings. [168] We do not propose to prohibit issuers from providing financial statements that meet the requirements for a higher aggregate target offering amount than the proposed rules would require. [169]
  The proposed rules would require all issuers to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors a complete set of their financial statements (a balance sheet, income statement, statement of cash flows and statement of changes in owners' equity), prepared in accordance with U.S. generally accepted accounting principles (''U.S. GAAP''), covering the shorter of the two most recently completed fiscal years or the period since inception of the business. [170] In proposing this requirement we considered commenters' suggestions that we require financial statements prepared in accordance with U.S. GAAP, [171] as well as the fact that the same requirement applies to offerings under Regulation A. [172]
  We considered proposing to require financial statements covering only the most recently completed fiscal year, as one commenter suggested, [173] rather than the two most recently completed fiscal years; however, we believe that requiring a second year will provide investors with a basis for comparison against the most recently completed period, without substantially increasing the burden for the issuer. [174] We also considered proposing to require a third year of financial statements, but we are concerned that this could be overly burdensome for the types of issuers that likely would engage in crowdfunding transactions. [175]
  During the first 120 days of the issuer's fiscal year, an issuer would be able to conduct an offering in reliance on Section 4(a)(6) and the related rules using financial statements for the fiscal year prior to the most recently completed fiscal year if the financial statements for the most recently completed fiscal year are not otherwise available or required to be filed. [176] We believe this accommodation is needed because otherwise issuers would not be able to conduct offerings in reliance on Section 4(a)(6) for a period of time between the end of their fiscal year and the date when the financial statements for that period are available. [177] The issuer could not do this, however, if it was otherwise required to provide updated financial statements by the ongoing reporting requirements [178] or financial statements are otherwise available. [179] For example, if an issuer that has a calendar fiscal year end conducts an offering in April 2014, it would be permitted to include financial statements for the fiscal year ended December 31, 2012 if the financial statements for the fiscal year ended December 31, 2013 are not yet available. Once more than 120 days have passed since the end of the issuer's most recent fiscal year, the issuer would be required to include financial statements for its most recent fiscal year. [180] Regardless of the age of the financial statements, an issuer would be required to include a discussion of any material changes in the financial condition of the issuer during any time period subsequent to the period for which financial statements are provided, including changes in reported revenue or net income, to inform investors of changes to the financial condition of the issuer. [181]
  Section 4A(b)(1)(D)(i) requires issuers to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors income tax returns and financial statements. As specified in the statute, we are proposing to require an issuer that is conducting an offering of $100,000 or less in reliance on Section 4(a)(6) to provide its filed income tax returns for the most recently completed fiscal year, if any, and its financial statements certified by its principal executive officer. [182] Although one commenter suggested the Commission should provide otherwise, [183] the statute specifically calls for the Commission to require the filing of income tax returns. To address the privacy concerns raised by commenters with regard to the requirement to provide tax returns, we are proposing to require issuers to redact personally identifiable information, such as social security numbers, from their tax returns before filing. Issuers that offer securities in reliance on Section 4(a)(6) before filing their tax returns for the most recently completed fiscal year would be allowed to use the tax return filed for the prior year, provided that the issuer discloses any material changes since that prior year. In addition, the issuer would be required to provide the tax return for the most recent fiscal year when filed with the U.S. Internal Revenue Service (if filed during the offering period). With regard to the requirement to provide financial statements that are certified to be true and complete in all material respects, we are proposing a form of the certification that would be provided by the issuer's principal executive officer. [184]
  For offerings of more than $100,000, but not more than $500,000, Section 4A(b)(1)(D)(ii) requires issuers to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors financial statements reviewed by a public accountant who is ''independent'' of the issuer, using professional standards and procedures or standards and procedures established by the Commission for this purpose. The statute does not define the term ''independent.'' We propose that to qualify as an independent public accountant for purposes of this requirement, the accountant would need to comply with the Commission's independence rules, which are set forth in Rule 2-01 of Regulation S-X. [185] We believe that accounting professionals could benefit from the guidance the Commission and staff have provided about these independence rules. We also believe that financial statement reviews under these standards could provide investors with more confidence regarding the reliability of the financial statements. [186] An issuer subject to this requirement that seeks to eventually become an Exchange Act reporting company may have an easier transition because the issuer would already be complying with our independence rules. [187]
  The statute also gives the Commission discretion to determine the professional standards and procedures used for the review of the financial statements. To implement this requirement, the proposed rules would require issuers to provide financial statements reviewed in accordance with the Statements on Standards for Accounting and Review Services (''SSARS'') issued by the Accounting and Review Services Committee of the American Institute of Certified Public Accountants (''AICPA''). [188] We are not proposing new review standards for purposes of these rules at this time because we do not believe it is necessary. The AICPA's review standard is widely utilized, and we are not aware of any other widely utilized standards for reviews. Many accountants reviewing financial statements of crowdfunding issuers should be familiar with the AICPA's standards and procedures for review, which could make it less burdensome for issuers.
  The issuer would be required to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors a copy of the public accountant's review report. [189] This should benefit investors by giving them the ability to consider any modification that may have been made to the review report. It also would serve as a way to identify the accounting firm used to review the financial statements. As one commenter suggested, [190] investors then could conduct due diligence on the accounting firm by, for example, researching the other offerings made in reliance on Section 4(a)(6) in which the accounting firm was involved or reviewing the accounting firm's licensure status and any publicly-available disciplinary proceedings.
  For offerings of more than $500,000, consistent with the threshold identified in Section 4A(b)(1)(D)(iii), the proposed rules would require issuers to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors audited financial statements. While Congress authorized the Commission to establish a different threshold, we are not proposing at this time to raise the threshold at which an issuer would be required to provide audited financial statements, as some commenters suggested. [191] We note that Congress specifically selected $500,000 as the threshold at which to require audited financial statements. If we were to raise the threshold to $1 million, as suggested by some commenters, [192] it would eliminate the requirement for issuers ever to provide audited financial statements because the maximum offering amount under Section 4(a)(6) is $1 million. Leaving the $500,000 threshold unchanged also would provide the Commission, investors and issuers an opportunity to become familiar with the new offering exemption before considering possible changes to the threshold.
  Under the proposed rules, the auditor conducting the audit of the financial statements would be required to be independent of the issuer and the audit would have to be conducted in accordance with the auditing standards issued by either the AICPA or the Public Company Accounting Oversight Board (''PCAOB''). [193] The proposed instructions to the rules would provide that the auditor would be required to be independent of the issuer based on the Commission's independence standard in Rule 2-01 of Regulation S-X. [194] Providing issuers with a choice of auditing standards could provide a benefit in a number of ways. If an issuer currently has audited financial statements using one of the specified standards, the issuer would not need to obtain a new audit or engage a different auditor to conduct an audit in order to engage in a crowdfunding transaction in reliance on Section 4(a)(6). If an issuer chooses to have an audit conducted in accordance with PCAOB auditing standards, it generally would not need to obtain a new audit in order to file a registration statement with the Commission for a registered offering or to register a class of securities under the Exchange Act and become an Exchange Act reporting company. The proposed rules would not require the audit to be conducted by a PCAOB-registered firm. This should mean that a greater number of accountants would be eligible to audit the issuers' financial statements, which may reduce issuers' costs.
  An issuer would be required to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors a copy of the audit report. [195] This should benefit investors by serving as a way to identify the accounting firm used to audit the financial statements. Investors then could conduct due diligence by, for example, researching other offerings made in reliance on Section 4(a)(6) in which the accounting firm was involved or reviewing the accounting firm's licensure status and any publicly-available disciplinary proceedings.
  An issuer that received an unqualified or a qualified audit opinion would be in compliance with the audited financial statement requirements. [196] An issuer that received an adverse opinion or a disclaimer of opinion, however, would not be in compliance with the audited financial statement requirements, [197] because the auditor determined that the financial statements of the issuer do not present fairly its financial position, results of operations or cash flows in conformity with U.S. GAAP, or that the auditor does not express an opinion on the financial statements.
  Under Rule 2-01 of Regulation S-X, the Commission does not recognize as a public accountant any person who: (1) Is not duly registered and in good standing as a certified public accountant under the laws of the place of his residence or principal office; or (2) is not in good standing and entitled to practice as a public accountant under the laws of the place of his residence or principal office. [198] We believe that this rule promotes the use of qualified accountants that are in compliance with the requirements for their profession for the review or audit of the financial statements with respect to all offerings, including offerings in reliance on Section 4(a)(6). [199] We are not proposing to require that the public accountant be in good standing for at least five years, as one commenter suggested, [200] because that could unnecessarily restrict the pool of available public accountants by, for example, excluding accountants who are in good standing but who have been in business for fewer than five years.
  We believe that many issuers engaging in crowdfunding transactions in reliance on Section 4(a)(6) are likely to be at a very early stage of their business development and may not have an operating history. In many instances, these issuers will have no more than a business plan for which they are seeking investors to help fund. We are not proposing to exempt these issuers (or issuers that have been in existence for less than 12 months, as one commenter suggested) [201] from the requirement to provide financial statements based on the tiered offering amounts. Financial statements prepared in accordance with U.S. GAAP are generally self-scaling to the size and complexity of the issuer, which reduces the burden of preparing financial statements for many early stage issuers. We would not expect that the required financial statements would be long or complicated for issuers that are recently formed and have limited operating histories. We preliminarily believe, nevertheless, that financial statements for such issuers would be useful for investors, particularly when presented along with a description of the issuer's financial condition. This would give investors a more complete picture of the issuer and would highlight its early stage of development.
  Request for Comment50. Under the statute and the proposed rules, issuers are required to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors financial statements. The proposed rules would require all issuers to provide a complete set of financial statements (a balance sheet, income statement, statement of cash flows and statement of changes in owner's equity) prepared in accordance with U.S. GAAP. Should we define financial statements differently than under U.S. GAAP? If so, what changes would be appropriate and why? What costs or challenges would be associated with the use of a model other than U.S. GAAP (e.g., lack of comparability)? What would be the benefits? Please explain.
  51. Should we exempt issuers with no operating history or issuers that have been in existence for fewer than 12 months from the requirement to provide financial statements, as one commenter suggested? [202] Why or why not? Specifically, what difficulties would issuers with no operating history or issuers that have been in existence for fewer than 12 months have in providing financial statements? Please explain.
  52. If we were to exempt issuers with little or no operating history from the requirement to provide financial statements, should we require additional discussion of the fact that the issuer does not have an operating history? If so, what additional discussion should we require?
  53. Section 4A(b)(1)(D) establishes tiered financial statement requirements based on aggregate target offering amounts within the preceding 12-month period. Under the proposed rules, issuers would not be prohibited from voluntarily providing financial statements that meet the requirements for a higher aggregate target offering amount (e.g., an issuer seeking to raise $80,000 provides financial statements reviewed by a public accountant who is independent of the issuer, rather than the required income tax returns and a certification by the principal executive officer). Is this approach appropriate? Why or why not?
  54. Should we allow issuers to prepare financial statements using a comprehensive basis of accounting other than U.S. GAAP? For example, should issuers be allowed to provide financial statements prepared on an income tax basis, a cash basis or a modified cash basis of accounting? Why or why not? If so, should we allow all issuers to use a comprehensive basis of accounting other than U.S. GAAP, or only issuers seeking to raise $100,000 or less, or $500,000 or less? Why or why not?
  55. Should we require issuers to provide two years of financial statements, as proposed? Should this time period be one year, as one commenter suggested, [203] or three years? Please explain.
  56. Should we require some or all issuers also to provide financial statements for interim periods, such as quarterly or semi-annually? Why or why not? If so, which issuers and why? Should we require these financial statements to be subject to public accountant or auditor involvement? If so, what level of involvement is appropriate?
  57. As proposed, subject to certain conditions, issuers would be able to conduct an offering during the first 120 days of the issuer's fiscal year if the financial statements for the most recently completed fiscal year are not yet available. For example, an issuer could raise capital in April 2014 by providing financial statements from December 2012, instead of a more recent period. Is this an appropriate approach? If the issuer is a high growth company subject to significant change, would this approach result in financial statements that are too stale? Should the period be shorter or longer (e.g., 90 days, 150 days, etc.)? What quantitative and qualitative factors should we consider in setting the period? Should issuers be required to describe any material changes in their financial condition for any period subsequent to the period for which financial statements are provided, as proposed? Please explain if you do not believe this description should be required.
  58. The proposed rules would require issuers offering $100,000 or less to provide financial statements that are certified by the principal executive officer to be true and complete in all material respects. Should we require issuers offering more than $100,000, but not more than $500,000, and/or issuers offering more than $500,000 to provide financial statements that are certified by the principal executive officer to be true and complete in all material respects? Why or why not?
  59. Have we adequately addressed the privacy concerns raised by the requirement to provide income tax returns? Should we require issuers to redact personally identifiable information from any tax returns, as proposed? Is there additional information that issuers should be required or allowed to redact? In responding, please specify each item of information that issuers should be required or allowed to redact and why. Under the statute and proposed rules, an issuer must be a business organization, rather than an individual. Does this requirement alleviate some of the potential privacy concerns? Please explain.
  60. If an issuer has not yet filed its tax return for the most recently completed fiscal year, should we allow the issuer to use the tax return filed for the prior year and require the issuer to update the information after filing the tax return for the most recently completed fiscal year, as proposed? Should the same apply to an issuer that has not yet filed its tax return for the most recently completed fiscal year and has requested an extension of the time to file? Should issuers be required, as proposed, to describe any material changes that are expected in the tax returns for the most recently completed fiscal year? Please explain.
  61. As proposed, the accountant reviewing or auditing the financial statements would have to be independent, as set forth in Rule 2-01 of Regulation S-X. Should we require compliance with the independence standards of the AICPA instead? Why or why not? If so, similar to the requirement in Rule 2-01 of Regulation S-X, should we also require an accountant to be: (1) Duly registered and in good standing as a certified public accountant under the laws of the place of his or her residence or principal office; or (2) in good standing and entitled to practice as a public accountant under the laws of his or her place of residence or principal office? Is there another independence standard that would be appropriate? If so, please identify the standard and explain why. Alternatively, should we create a new independence standard for purposes of Section 4(a)(6)? If so, what would be an appropriate standard? Please explain.
  62. As proposed, the accountant reviewing or auditing the financial statements must be independent based on the independence standard in Rule 2-01 of Regulation S-X. Are there any requirements under Rule 2-01 that should not apply to the accountant reviewing or auditing the financial statements that are filed pursuant to the proposed rules? Why or why not? Are there any that would not apply, but should? For example, should the accountant reviewing or auditing the financial statements of issuers in transactions made in reliance on Section 4(a)(6) be subject to the partner rotation requirements of Rule 2-01(c)(6)? Why or why not?
  63. As proposed, an issuer with a target offering amount greater than $100,000, but not more than $500,000, would be required to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors financial statements reviewed by an independent public accountant in accordance with the review standards issued by the AICPA. Is this standard appropriate, or should we use a different standard? Why or why not? If so, what standard and why? Alternatively, should we create a new review standard for purposes of Section 4(a)(6)? If so, what would be an appropriate standard and why would it be more appropriate than the one proposed? What costs would be involved for companies and accountants in complying with a new review standard? How should the Commission administer and enforce a different standard?
  64. Section 4A(b)(1)(D)(iii) requires audited financial statements for offerings of more than $500,000 ''or such other amount as the Commission may establish, by rule.'' Should we increase the offering amount for which audited financial statements would be required? If so, to what amount (e.g.,$600,000, $750,000, etc.)? Please provide a basis for any amount suggested. Should we identify additional criteria other than the offering amount, as one commenter suggested, [204] that could be used to determine when to require an issuer to provide audited financial statements? If so, what should those criteria be?
  65. Should financial statements be required to be dated within 120 days of the start of the offering? If so, what standard should apply? Should those financial statements be reviewed or audited? Why or why not?
  66. Under Rule 502(b)(2)(B)(1)-(2) of Regulation D, if an issuer, other than a limited partnership, cannot obtain audited financial statements without unreasonable effort or expense, then only the issuer's balance sheet must be audited. Should we include a similar provision in the proposed rules? Why or why not? Should we provide any guidance as to what would constitute unreasonable effort or expense in this context? If so, please describe what should be considered to be an unreasonable effort or expense. If we were to require an issuer's balance sheet to be dated within 120 days of the start of the offering, should we allow the balance sheet to be unaudited? Why or why not?
  67. As proposed, an issuer with a target offering amount greater than $500,000 could select between the auditing standards issued by the AICPA or the PCAOB. Should we instead mandate one of the two standards? If so, which standard and why? Alternatively, should we create a new audit standard for purposes of Section 4(a)(6)? If so, what would be an appropriate standard? What costs would be involved for companies and auditors in complying with a new audit standard?
  68. Should we require that all audits be conducted by PCAOB-registered firms? Why or why not?
  69. Should we consider the requirement to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors financial statements subject to a review to be satisfied if the review report includes modifications? Why or why not? Would your response differ depending on the nature of the modification? Please explain.
  70. As proposed, an issuer receiving an adverse audit opinion or disclaimer of opinion would not satisfy its requirement to file with the Commission, provide to investors and the relevant intermediary and make available to potential investors audited financial statements. Should an issuer receiving a qualified audit opinion be deemed to have satisfied this requirement? Should certain qualifications (e.g., non-compliance with U.S. GAAP) result in the financial statements not satisfying the requirement to provide audited financial statements while other types of qualifications would be acceptable? If so, which qualifications would be acceptable and why?
  71. Should we require that the certified public accountant reviewing or auditing the financial statements be in good standing for at least five years, as one commenter suggested? [205] Why or why not? Should we require that the public accountant be in good standing for a lesser period of time? If so, for how long? Would such a requirement restrict the pool of available public accountants? If so, by how much? Would such a requirement reduce investor protections? If so, how?
  b. Progress UpdatesConsistent with Section 4A(b)(1)(F), the proposed rules would require an issuer to prepare regular updates on its progress in meeting the target offering amount. [206] These updates would be filed with the Commission on EDGAR, under cover of Form C, provided to investors and the relevant intermediary and made available to potential investors. The issuer would check the box for ''Form C-U: Progress Update'' on the cover of the Form C and provide the required update in the space provided. One commenter suggested that issuers should be exempted from issuing status updates and/or reports so long as the funding portal publicly displays the progress of the issuer in meeting the target offering amount. [207]
  As proposed, the rules would require an issuer to file with the Commission and provide investors and the relevant intermediary regular updates regarding the issuer's progress in meeting the target offering amount no later than five business days after the issuer reaches particular intervals'--i.e., one-half and 100 percent'--of the target offering amount. [208] If the issuer will accept proceeds in excess of the target offering amount, the issuer also would be required to file with the Commission and provide investors and the relevant intermediary a final progress update, no later than five business days after the offering deadline, disclosing the total amount of securities sold in the offering. [209] If, however, multiple progress updates are triggered within the same five-business-day period (e.g., the issuer reaches one-half of the target offering amount on November 5 and 100 percent of the target offering amount on November 8), the issuer could consolidate such progress updates into one Form C-U, so long as the Form C-U discloses the most recent threshold that was met and the Form C-U is filed with the Commission and provided to investors and the relevant intermediary by the day on which the first progress update would be due. [210] The proposed rules also would require the intermediary to make these updates available to investors and potential investors through the intermediary's platform. [211]
  We believe that this information would be important to investors by allowing them to gauge whether interest in the offer has increased gradually or whether it was concentrated at the beginning or at the end of the offering period. In addition, we believe that the final progress update would be necessary to inform investors of the total amount of securities sold by the issuer, especially in cases where an issuer may have sold more than the target offering amount. The proposed rules do not include an exemption from this requirement when progress updates are provided solely on the intermediary's platform. We believe that proposing to require that the progress updates be filed with the Commission would create a central repository for this information'--information that otherwise might no longer be available on the intermediary's platform after the offering terminated. The progress updates filed with the Commission also would make data available that could be used to evaluate the effects of the Section 4(a)(6) exemption on capital formation.
  Request for Comment72. Views about what constitutes a ''regular update'' may vary, particularly when considering the length of the offering. Is the requirement to file an update when the issuer reaches one-half and 100 percent of the target offering amount appropriate? Is the proposed requirement to file a final update in offerings in which the issuer will accept proceeds in excess of the target offering amount appropriate? Why or why not? Should we require the progress updates to be filed at different intervals (e.g., one-third, two-thirds or some other intervals)? Why or why not? Alternatively, should the progress updates be filed after a certain amount of the offering time has elapsed (e.g., weekly or monthly until the target or maximum is reached or until the offering closes)? Should the progress updates be based on reaching other milestones or on some other basis? If so, what milestones or other basis and why?
  73. As proposed, issuers would have five business days from the time they reach the relevant threshold to file a progress update. Is this time period appropriate? Why or why not? If not, what would be an appropriate time period? Please explain. Should issuers be allowed to consolidate multiple progress updates into one Form C-U if multiple progress updates are triggered within a five-business-day period, as proposed? Why or why not?
  74. Should issuers be required to certify that they have filed all the required progress updates prior to the close of the offering? Why or why not?
  75. Should we exempt issuers from the requirement to file progress updates with the Commission as long as the intermediary publicly displays the progress of the issuer in meeting the target offering amount? Why or why not? If so, should the Commission establish standards about how prominent the display would need to be?
  c. Amendments to the Offering StatementWe are proposing to require that an issuer amend its disclosure for any material change in the offer terms or disclosure previously provided to investors. The amended disclosure would be filed with the Commission on Form C, provided to investors and the relevant intermediary and made available to potential investors. [212] The issuer would check the box for ''Form C-A: Amendment'' on the cover of the Form C and explain, in summary manner, the nature of the changes, additions or updates in the space provided. An issuer would determine whether changes in the offer terms or disclosure are material based on the facts and circumstances. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether or not to purchase the securities. [213] For example, we believe that a material change to financial condition or to the intended use of proceeds would require an amendment to an issuer's disclosure. Also, in those instances in which an issuer has previously disclosed only the method for determining the price, and not the final price, of the securities offered, we believe that determination of the final price would be considered a material change to the terms of the offer and would have to be disclosed. These are not, however, the only possible material changes that would require amended disclosure. In addition, as discussed further in Section II.C.6 below, if any change, addition or update constitutes a material change to information previously disclosed, the issuer shall check the box indicating that investors must reconfirm their investment commitments. Investors would have five business days to reconfirm their investment commitments, or the investment commitments would be cancelled. [214]
  Issuers would be permitted, but not required, to amend the Form C to provide information with respect to other changes that are made to the information presented on the intermediary's platform and provided to investors and potential investors. [215] Issuers amending the Form C to provide information that it considers not material would not check the box indicating that investors must reconfirm their investment commitments.
  Request for Comment76. Should we specify that an amendment to an offering statement must be filed within a certain time period after a material change occurs? Why or why not? What would be an appropriate time period for filing an amendment to an offering statement to reflect a material change? Why?
  77. If an issuer amends its Form C, should the intermediary be required to notify investors? If so, should we specify the method of notification, such as via email or other electronic means?
  78. Should establishment of the final price be considered a material change that would always require an amendment to Form C and reconfirmation, as proposed? Would it be appropriate to require disclosure of the final price but not require reconfirmation? Should we consider any change to the information required by Section 4A(b)(1) to be a material change? Why or why not?
  79. Should we require issuers to amend Form C to reflect all changes, additions or updates regardless of materiality so that the Form C filed with us would reflect all information provided to investors through the intermediary's platform? Why or why not?
  2. Ongoing Reporting RequirementsSection 4A(b)(4) requires, ''not less than annually, [the issuer to] file with the Commission and provide to investors reports of the results of operations and financial statements of the issuer, as the Commission shall, by rule, determine appropriate, subject to such exceptions and termination dates as the Commission may establish, by rule.''
  One commenter suggested that the Commission should create a standardized form or template for this ongoing disclosure. [216] The same commenter suggested that this ongoing disclosure should be publicly available and shared with other regulators. Another commenter noted that the requirement to file reports not less than annually could be difficult to enforce and that it is unclear who would be responsible for enforcing the requirement. [217] The same commenter noted that this provision seems to presume the success of every business that raises capital through crowdfunding and questioned what would happen when an issuer goes out of business. One commenter suggested that financial statements included in an annual report should be required to be reviewed or audited only if the issuer's total assets exceeded a specified amount at the last day of the issuer's fiscal year. [218] One commenter suggested that annual reports should be required to be reviewed by a qualified accountant in good standing for at least five years. [219] Two commenters noted that compliance with the exemption would not be known at the time of the transaction if the annual reports are a condition to the exemption under Section 4(a)(6). [220] One commenter suggested that the Commission should require a failed business that issued securities pursuant to Section 4(a)(6) to file a final annual report, in the year of the failure, that provides final financial statements and discloses to investors the material reasons for the liquidation, dissolution, wind-down or bankruptcy. [221]
  To implement the ongoing reporting requirement in Section 4A(b)(4), the proposed rules would require an issuer that sold securities in reliance on Section 4(a)(6) to file a report on EDGAR annually, no later than 120 days after the end of the most recent fiscal year covered by the report. [222] Although the statute provides that an ''issuer who offers or sells securities'' in reliance on Section 4(a)(6) shall provide ongoing reports, we do not believe the intent was to require ongoing reports from a company that has not completed a crowdfunding transaction and thus did not issue any securities.
  To implement the statutory requirement that issuers provide the report to investors, we propose to require issuers to post the annual report on their Web sites. [223] We believe that investors in this type of Internet-based offering would be familiar with obtaining information on the Internet and that providing the information in this manner would be cost-effective for issuers. As discussed above, we believe Congress contemplated that crowdfunding would, by its very nature, occur over the Internet or other similar electronic media accessible to the public, [224] so we are not proposing to require issuers to provide physical copies of the report to investors. We also are not proposing to require issuers to provide a copy of the annual report, or refer investors to the posting of the annual report, via email because we believe that many issuers may not have email addresses for the investors, especially after the shares issued pursuant to Section 4(a)(6) are traded by the original purchasers. [225] To the extent email addresses for investors are available to issuers, an issuer could refer investors to the posting of the annual report via email.
  When filing the annual report with the Commission, an issuer would check the box for ''Form C-AR: Annual Report'' on the cover of the Form C. The issuer would be required to disclose information similar to the information required in the offering statement, including disclosure about its financial condition that meets the financial statement requirements that were applicable to its offering statement. The issuer also would be able to voluntarily provide financial statements that meet the requirements for a higher aggregate target offering amount than it was required to provide in its offering statement. If an issuer undertakes multiple offerings, which individually require different levels of financial statements, the issuer would be required to provide financial statements that meet the highest standard previously provided. We believe that investors who purchased on the basis of the higher level of financial statements should continue to receive that level of disclosure, and investors in other offerings of the issuer should receive the same information. [226] Although an issuer would not be required to provide the offering-specific information that it filed at the time of the offering (because the issuer will not be offering or selling securities), [227] it would be required to disclose information about the company and its financial condition, as was required in connection with the offer and sale of the securities. [228] This should minimize the disclosure burden for issuers to the extent they would be able to use the offering materials as a basis to prepare the ongoing disclosure. Investors should benefit from receiving annual updates to the information they received when making the decision to invest in the issuer's securities, which should allow them to continue to be informed about issuer developments. Under the statute and the proposed rules, the securities will be freely tradable after one year and, therefore, this information also would benefit potential future holders of the issuer's securities and help them to make more informed investment decisions.
  We are proposing to require issuers to file the annual report until one of the following events occurs: (1) The issuer becomes a reporting company required to file reports under Exchange Act Sections 13(a) or 15(d); (2) the issuer or another party purchases or repurchases all of the securities issued pursuant to Securities Act Section 4(a)(6), including any payment in full of debt securities or any complete redemption of redeemable securities; or (3) the issuer liquidates or dissolves its business in accordance with state law. [229] In these situations, we believe it is appropriate to terminate an issuer's reporting obligations because it will either be required by other provisions of the securities laws to provide investors with necessary information or it will no longer have investors. Any issuer terminating its annual reporting obligations would be required to file on EDGAR, within five business days from the date of the terminating event, a notice to investors and the Commission that it will no longer file and provide annual reports pursuant to the requirements of Regulation Crowdfunding. [230] The issuer would check the box for ''Form C-TR: Termination of Reporting'' on the cover of Form C.
  Request for Comment80. Should we require ongoing annual reports, as proposed? Why or why not? Should we require ongoing reporting more frequently than annually? Why or why not? If so, how often (e.g., semi-annually or quarterly)?
  81. Two commenters noted that compliance with the exemption would not be known at the time of the transaction if the annual reports are a condition to the exemption under Section 4(a)(6). [231] Should the requirement to provide ongoing annual reports be a condition to the exemption under Section 4(a)(6)? If so, for how long (e.g., until the first annual report is filed, until the termination of an issuer's reporting obligations or some other period)? Please explain.
  82. Should we require that the annual reports be provided to investors by posting the reports on the issuer's Web site and filing them on EDGAR, as proposed? Should we require issuers also to directly notify investors of the availability of the annual report, such as by email or other electronic means? Should we instead require issuers to deliver the annual reports directly to investors? If so, should we specify the method of delivery (e.g., email or other electronic means, U.S. mail or some other method)? Would investors have an electronic relationship with the issuer after the offering terminates? If not, how would an issuer notify or deliver a copy of the annual report to the investor? Would issuers continue to have an ongoing relationship with intermediaries once the offering is completed? If so, should we also require that the issuer post its annual report on the intermediary's platform? Why or why not?
  83. After completion of the offering, should we require that investors be represented by a nominee or other party who could help to facilitate physical delivery of the annual report to investors? Why or why not? Should the nominee or other party have other responsibilities, such as speaking on behalf of and representing the interests of investors (e.g., when the issuer wishes to take certain corporate actions that could impact or dilute the rights of investors, distribution of dividend payments, etc.)? If a nominee or other party should be required, what structure should this arrangement take and why?
  84. Are the proposed ongoing disclosure requirements appropriate? Why or why not? Should we modify or eliminate any of the proposed requirements?
  85. Should the discussion of the issuer's financial condition address changes from prior periods? Why or why not? Should the number of years covered by the financial statements be the same as in the offering statement? Why or why not? If not, what should they be?
  86. Should we require that reviewed or audited financial statements be provided only if the total assets of the issuer at the last day of its fiscal year exceeded a specified amount, as one commenter suggested? [232] Why or why not? If so, what level of total assets would be appropriate (e.g.,$1 million, $10 million, or some other amount)? Are there other criteria (other than total assets) that we should consider? Please explain.
  87. The proposed rules would require any issuer terminating its annual reporting obligations to file on EDGAR, within five business days from the date of the terminating event, a notice to investors and the Commission that it will no longer file and provide annual reports. Is this approach appropriate? Why or why not? Should we require issuers to file the notice earlier (e.g., within two business days of the event) or later (e.g., within 10 business days of the event)? If so, what would be an appropriate amount of time after the event and why?
  88. Should an issuer be able to terminate its annual reporting obligation in circumstances other than those provided in the proposed rules? For example, should an issuer be allowed to terminate its reporting obligation after filing a certain number of annual reports, as one commenter suggested, [233] so long as the issuer does not engage in additional transactions in reliance on Section 4(a)(6) (e.g., after filing one annual report, two annual reports or some other number of annual reports)? Why or why not? If so, what would be an appropriate number of annual reports? Should all issuers be allowed to terminate their reporting obligations or only issuers that have not sold more than a certain amount of securities in reliance on Section 4(a)(6)? If so, what would be an appropriate amount of securities (e.g.,$100,000, $500,000, or some other amount)? Should an issuer be allowed to terminate its reporting obligation following the issuer's or another party's purchase or repurchase of a significant percentage of the securities issued in reliance on Section 4(a)(6) (including any payment of a significant percentage of debt securities or redemption of a significant percentage of redeemable securities), or receipt of consent to cease reporting from a specified percentage of the unaffiliated security holders? Why or why not? If so, what would be an appropriate percentage (greater than 50 percent, 75 percent or some other percentage)? Should an issuer be allowed to terminate its reporting obligation if the securities issued in reliance on Section 4(a)(6) are held by less than a specified number of holders of record, as suggested by a commenter? [234] Why or why not? If so, what would be an appropriate number of holders of record (less than 500, 300 or some other number)?
  89. If an issuer files a petition for bankruptcy, what effect should that filing have on the issuer's reporting obligations? Please explain.
  90. Should issuers be required to file reports to disclose the occurrence of material events on an ongoing basis? What events would be material and therefore require disclosure? Should we identify a list of material events that would trigger a report, similar to the list in Form 8-K [235] (such as changes in control, bankruptcy or receivership, material acquisitions or dispositions of assets, issuances of securities and changes to the rights of security holders)? Or should we require that all material events be reported without specifying any particular events? How many days after the occurrence of the material event should the issuer be required to file the report? Please explain.
  91. We have the authority to include exceptions to the ongoing reporting requirements in Section 4A(b)(4). Should we consider excepting certain issuers from ongoing reporting obligations (e.g., those raising a certain amount, such as $100,000 or less)? Should any exception always apply or only after a certain number of reports have been filed? Please explain.
  3. Form C and Filing RequirementsSection 4A(b)(1) does not specify a format that issuers must use to present the required disclosures and file these disclosures with the Commission. Several commenters stated that the Commission should require the disclosure on a form modeled after, or require the use of NASAA's Small Company Offering Registration Form (U-7). [236] One commenter suggested using Form 1-A, which is used for securities offerings made pursuant to Regulation A, [237] as a model. [238] One commenter requested that we create a form for issuers that ''simplifies the process and provides legal certainty for investors, intermediaries and issuers,'' [239] while another commenter suggested that we adopt a ''simple, uniform, easy-to-understand yet comprehensive template prospectus that is similar in principle to the mutual fund industry's summary prospectus.'' [240] Another commenter recommended that disclosure be simple, allow for standardization and take into account the size and stage of development of the issuer. [241] One commenter suggested we create a disclosure template that would allow issuers to complete certain fields by inserting the required disclosure. [242] Another commenter suggested we require a single offering document incorporating disclosures that intermediaries and issuers are required to make. [243]
  We are proposing to require issuers to file the mandated disclosure on EDGAR using new Form C. [244] As proposed, Form C would require certain disclosures to be presented in a specified format, while allowing the issuer to customize the presentation of other disclosures required by Section 4A(b)(1) and the related rules. This approach should provide key offering information in a standardized format and give issuers flexibility in the presentation of other required disclosures. We believe this flexibility is important given that we expect that issuers engaged in crowdfunding transactions in reliance on Section 4(a)(6) would encompass a wide variety of industries at different stages of business development.
  We propose to require issuers to use an XML-based fillable form to input certain information. [245] This XML-based fillable form would support the assembly and transmission of those required disclosures to EDGAR on Form C. [246] It also would help the Commission to collect certain key information about each offering to monitor the implementation of the crowdfunding exemption under Section 4(a)(6). For example, the Commission could monitor the types of issuers using the exemption, including the issuers' size, location, securities offered and offering amounts and the intermediaries through which the offerings are taking place. Monitoring the implementation of the crowdfunding exemption also would give the Commission more information to evaluate whether the rules include appropriate investor protections and facilitate capital formation. Issuers could customize the presentation of the rest of their disclosures and file those disclosures as exhibits to the Form C. For example, an issuer could provide the required disclosures by uploading to EDGAR, as an exhibit to Form C, a text version of the relevant information presented on the intermediary's platform, including a transcript of any video presentation and a description of any charts or graphs.
  Under the proposed rules, Form C would be used for all of an issuer's filings with the Commission. [247] The issuer would check one of the following boxes on the cover of the Form C to indicate the purpose of the Form C filing:
  ''Form C: Offering Statement'' for issuers filing the initial disclosures required for an offering made in reliance on Section 4(a)(6);''Form C-A: Amendment'' for issuers seeking to amend a previously-filed Form C for an offering;''Form C-U: Progress Update'' for issuers filing a progress update required by Section 4A(b)(1)(H) and the related rules;''Form C-AR: Annual Report'' for issuers filing the annual report required by Section 4A(b)(4) and the related rules; and''Form C-TR: Termination of Reporting'' for issuers terminating their reporting obligations pursuant to Section 4A(b)(4) and the related rules.We believe that the use of one form would be more efficient than requiring multiple forms and would simplify the filing process for issuers and their preparers. EDGAR would automatically provide each filing with an appropriate tag depending on which box the issuer checks so that investors could distinguish between the different filings. [248]
  Section 4A(b)(1) requires issuers to file the offering information with the Commission, provide it to investors and the relevant intermediary and make it available to potential investors. [249] Under the proposed rules, issuers would satisfy the requirement to file the information with the Commission by filing the Form C: Offering Statement, including any amendments and progress updates, on EDGAR. To satisfy the requirement to provide the disclosures to the relevant intermediary, we propose that issuers provide to the relevant intermediary a copy of the disclosures filed with the Commission on EDGAR. [250] To satisfy the requirement to provide the disclosures to investors and make them available to potential investors, we propose that issuers provide the information to investors electronically by referring investors to the information on the intermediary's platform. [251] Issuers could refer investors through a posting on the issuer's Web site or by email. [252] We believe that investors in this type of Internet-based offering would be familiar with obtaining information on the Internet and that providing the information in this manner would be cost-effective for issuers. As discussed above, we believe Congress contemplated that crowdfunding would, by its very nature, occur over the Internet or other similar electronic medium that is accessible to the public, [253] so we are not proposing to require issuers to provide physical copies of the information to investors. We propose to allow issuers to refer investors to the information on the intermediary's platform through a posting on the issuer Web site or by email, rather than requiring email, because we believe that many issuers may not have email addresses for investors. [254]
  Request for Comment92. Should we require a specific format that issuers must use to disclose the information required by Section 4A(b)(1) and the related rules?
  93. Should issuers be required to file the Form C with the Commission in electronic format only, as proposed? Alternatively, should we permit issuers to file the Form C in paper format? What are the relative costs and benefits of permitting the filing of the Form C in paper format? Should issuers be precluded from relying on the hardship exemptions in Rules 201 and 202 of Regulation S-T? [255] Why or why not?
  94. In what format would the information about an issuer be presented on an intermediary's platform? Will there be written text, graphics, charts or graphs, or video testimonials by the founder or other key stakeholders? Will the information be presented in a way that would allow for the filing of the information as an exhibit to Form C on EDGAR? If not, how should the rules address these types of materials?
  95. Should we require different forms for each type of required filing? Would the use of one form with different EDGAR tags for each type of filing create confusion among investors who review the issuer's filings? Would it create confusion for issuers that are filing the forms? Please explain.
  96. Should we allow issuers to refer investors and potential investors to the information on the intermediary's platform? Are the proposed methods (Web site posting or email) to refer investors effective and appropriate? Would issuers have access to the investors' email addresses? Are there other methods we should consider? If so, what methods and why?
  4. Prohibition on Advertising Terms of the OfferingSection 4A(b)(2) provides that an issuer shall ''not advertise the terms of the offering, except for notices which direct investors to the funding portal or broker.'' We received a number of comments regarding this provision. One commenter stated that the inability to market an offering will prevent startups from reaching their desired goal. [256] One commenter suggested that we should allow issuers unrestricted use of advertising, both on the Internet and through conventional forms of advertising. [257] Another commenter suggested that communications between the issuer and investors should be limited to communication channels controlled by the intermediary and that direct communications between an issuer and investors should be discouraged. [258] Another commenter stated that it is unclear what constitutes a notice for these purposes and that issuers should be able to promote their offerings as long as investors register with the intermediary and participate in the offering through that intermediary. [259] Another commenter suggested that issuers should be able to promote their offerings through ''their own platforms'' as long as all such notices include a link directly to the registered intermediary. [260] One commenter suggested that an issuer should be permitted to place a notice consisting of the basic terms of the offering on the issuer's Web site or at its place of business. [261] Alternatively, the commenter suggested an issuer should be permitted to include such notice in correspondence to its customers or mailing list subscribers. [262]
  Another commenter stated that the advertising prohibition should not be read to restrict notices that: (1) Alert the public to the issuer's project or company; (2) state that the public may participate in the fundraising; or (3) direct the public to the funding platform. [263] Another commenter suggested notices should be allowed to include: (1) The type of security being offered; (2) the offering amount; (3) the opening and closing date of the offering; and (4) the issuer's line of business or whether the offering will fund a new line of business. [264] One commenter suggested that, given the limitations on the number of characters allowed by some social media sites, we should allow notices that do not require lengthy legends or disclosure. [265] Another commenter suggested that we define the term ''advertising'' and provide a model form that can be used by issuers to direct investors to the intermediary. [266] Another commenter suggested that we require issuers to file all advertising and other materials that the issuers create relating to offerings made in reliance on Section 4(a)(6). [267] One commenter suggested that we allow advertising of non-financial elements of a transaction in the case of offerings conducted through an intermediary that is a community development financial institution. [268]
  Under the proposed rules, an issuer could publish a notice advertising the terms of an offering in reliance on Section 4(a)(6), provided that the notice includes the address of the intermediary's platform on which additional information about the issuer and the offering may be found. [269] Consistent with Section 4A(b)(2), an issuer would not otherwise be permitted to advertise, directly or indirectly, the terms of an offering made in reliance on Section 4(a)(6). While we understand the importance that potential issuers likely will place on the ability to advertise, the statute specifically restricts the ability of issuers to advertise the terms of offerings made in reliance on Section 4(a)(6). Limiting the advertising of the terms of the offering to the information permitted in the notice is intended to direct investors to the intermediary's platform and to make investment decisions with access to the disclosures necessary for them to make informed investment decisions.
  The proposed rules would allow notices advertising the terms of the offering to include no more than the following: (1) A statement that the issuer is conducting an offering, the name of the intermediary through which the offering is being conducted and a link directing the potential investor to the intermediary's platform; (2) the terms of the offering; and (3) factual information about the legal identity and business location of the issuer, limited to the name of the issuer of the security, the address, phone number and Web site of the issuer, the email address of a representative of the issuer and a brief description of the business of the issuer. [270] Under the proposed rules, ''terms of the offering'' would include: (1) The amount of securities offered; (2) the nature of the securities; (3) the price of the securities; and (4) the closing date of the offering period. [271]
  The permitted notices would be similar to the ''tombstone ads'' permitted under Securities Act Rule 134, [272] except that the notices would be required to direct investors to the intermediary's platform through which the offering is being conducted, [273] such as by including a link directing the potential investor to the platform. [274] We are not proposing to impose limitations on how the issuer distributes the notices. For example, issuers could place notices in newspapers or could post notices on social media sites. We believe this approach would allow issuers to leverage social media to attract potential investors, while at the same time protecting potential investors by limiting the ability of issuers to advertise the terms of the offering without providing the required disclosures.
  The proposed rules also would allow an issuer to communicate with investors and potential investors about the terms of the offering through communication channels provided by the intermediary on the intermediary's platform, so long as the issuer identifies itself as the issuer in all communications. We believe that one of the central tenets of the concept of crowdfunding is that the members of the crowd decide whether or not to fund an idea or business after sharing information with each other. As part of those communications, we believe it is important for the issuer to be able to respond to questions about the terms of the offering or even challenge or refute statements made through the communication channels provided by the intermediary. Therefore, we have not proposed to restrict issuers from participating in those communications.
  The proposed rules would not restrict an issuer's ability to communicate other information that does not refer to the terms of the offering. We believe that this is consistent with the statute because Section 4A(b)(2) only appears to impose a restriction on the advertising of the terms of the offer. To prohibit communications that do not refer to the terms of the offering would place a greater burden on issuers relying on Section 4(a)(6) than on issuers in registered offerings. For example, Securities Act Rule 169 [275] permits non-Exchange Act reporting issuers engaged in an initial public offering to continue to publish, subject to certain exclusions and conditions, regularly released factual business information that is intended for use by persons other than in their capacity as investors or potential investors. [276] We believe that permitting issuers to continue to engage in communications that do not refer to the terms of the offering during the pendency of offering made in reliance on Section 4(a)(6) would increase the likelihood of the success of an issuer's business because the issuer could continue to advertise its products or services, so long as it does so without discussing the terms of the offering.
  Request for Comment97. Should we require issuers to file with the Commission or provide to the intermediary a copy of any notice directing investors to the intermediary's platform? Why or why not?
  98. The proposed rules would define ''terms of the offering'' to include: (1) The amount of securities offered; (2) the nature of the securities; (3) the price of the securities; and (4) the closing date of the offering period. Is this definition appropriate? Why or why not? Should the definition be modified to eliminate or include other items? If so, which ones and why? Should we provide further guidance as to the meaning of ''terms of the offering?'' Please explain.
  99. Should we restrict the media that may be used for the advertising of notices (e.g., prohibit advertising via television, radio or phone calls)? If so, why and what media should we restrict? What media should we permit? Please explain.
  100. Should we require a specific format for issuer notices? Should we provide examples of notices that would comply with the requirements?
  101. Should we further restrict or specify the information that could be included in a notice of the offering? If so, how and why? Is the information that we have proposed to permit in notices sufficient to inform potential investors of an offering? Should we permit the issuer to include any additional information in the notice if, for example, the offering aims to promote a particular social cause, such as driving economic growth in underinvested communities, as one commenter suggested? [277] If so, what information and why? Should we allow any additional information to be included in the notices for all offerings made in reliance on Section 4(a)(6)? Please explain. Should we impose restrictions on the timing or frequency of notices? Why or why not? If so, what restrictions would be appropriate?
  102. Should we limit the issuer's participation in communication channels provided by the intermediary on the intermediary's platform? Why or why not? If so, what limitations would be appropriate?
  103. The proposed rules would allow an issuer to communicate with investors and potential investors about the terms of an offering through communication channels provided by the intermediary on the intermediary's platform, so long as the issuer identifies itself as the issuer in all communications. Is this approach appropriate? Why or why not? If not, why not?
  104. The proposed rules would not restrict an issuer's ability to communicate information that does not refer to the terms of the offering. Is this approach appropriate? Why or why not? If not, what limitations should we include on an issuer's communications that do not refer to the terms of the offering and why?
  5. Compensation of Persons Promoting the OfferingSection 4A(b)(3) provides that an issuer shall ''not compensate or commit to compensate, directly or indirectly, any person to promote its offerings through communication channels provided by a broker or funding portal, without taking such steps as the Commission shall, by rule, require to ensure that such person clearly discloses the receipt, past or prospective, of such compensation, upon each instance of such promotional communication.''
  We received comments offering varying views on this provision. One commenter noted that it is unclear precisely what this provision attempts to prohibit or protect against. [278] Another commenter suggested the rules should distinguish between an issuer hiring an individual or entity for promotion, where investors may not be aware of the commercial relationship between the parties, and more standard web-based advertising, including through search engines or trending topics. [279] This commenter suggested that we should not adopt rules that may interfere with promotional compensation, but rather, we should require simple disclosure of a commercial relationship when it would not otherwise be apparent. One commenter suggested that the rules should provide that a clear statement of the compensation amount paid to promoters (or a formula for determining the same) in the disclosure document would satisfy this disclosure obligation. [280] Another commenter suggested that if the issuer will use any promoters in connection with the offering, the issuer should identify the promoters and disclose the amount and structure of promoter compensation. [281]
  Consistent with the statute, the proposed rules [282] would prohibit an issuer from compensating, or committing to compensate, directly or indirectly, any person to promote the issuer's offering through communication channels provided by the intermediary unless the issuer takes reasonable steps to ensure that the person clearly discloses the receipt (both past and prospective) of compensation each time the person makes a promotional communication. [283] In this regard, we anticipate that an issuer could, for example, contractually require any promoter to include the required statement about receipt of compensation, confirm that the promoter is adhering to the intermediary's terms of use that require promoters to affirm whether or not they are compensated by the issuer, monitor communications made by such persons and take the necessary steps to have any communications that do not have the required statement removed promptly from the communication channels, or retain a person specifically identified by the intermediary to promote all issuers on its platform. We anticipate that communication channels provided by the intermediary would provide a forum through which potential investors could share information to help the members of the crowd decide whether or not to fund the issuer.
  We believe that it would be important for potential investors to know whether persons using these communication channels are the issuer, persons acting on behalf of the issuer or persons receiving compensation from the issuer to promote the issuer's offering because of the potential for self-interest or bias in communications by these persons. As such, the proposed rules would apply broadly to persons acting on behalf of the issuer, regardless of whether or not they are compensated or they receive compensation specifically for the promotional activities. For example, the proposed rules would apply to persons hired specifically to promote the offering, as well as to individuals who are otherwise employed by the issuer or who undertake promotional activities on behalf of the issuer. A founder or an employee of the issuer who engages in promotional activities on behalf of the issuer through the communication channels provided by the intermediary would be required to disclose, with each posting, that he or she is engaging in those activities on behalf of the issuer.
  The proposed rules also would specify that the issuer shall not compensate or commit to compensate, directly or indirectly, any person to promote its offerings outside of the communication channels provided by the intermediary, unless the promotion is limited to notices that comply with the advertising rules discussed above in Section II.B.4. [284] This prohibition should prevent issuers from circumventing the restrictions on advertising by compensating a third party to do what the issuer cannot do directly.
  Request for Comment105. The proposed rules would prohibit an issuer from compensating or committing to compensate, directly or indirectly, any person to promote its offering outside of the communication channels provided by the intermediary, unless the promotion is limited to notices that direct investors to the intermediary's platform. Is this approach appropriate? Why or why not?
  106. The proposed rules would require issuers to take reasonable steps to ensure that persons promoting the issuer's offering through communication channels provided by the intermediary disclose the receipt (both past and prospective) of direct or indirect compensation each time they make a promotional communication. Is this an appropriate approach to the statutory requirement for issuers to ensure that promoters make the required disclosures? If not, what standard should we apply and why?
  107. Should we require that any person who receives compensation from the issuer to promote an issuer's offering through communication channels provided by the intermediary register with, or otherwise provide notice to, the intermediary? If so, should we require that person to disclose the amount of the compensation and the structure of the compensation arrangement to the intermediary? Why or why not? If so, what would be the purpose of such a requirement?
  108. Should the issuer provide disclosure of any person who receives compensation from the issuer to promote an issuer's offering? Why or why not?
  6. Other Issuer RequirementsSome commenters addressed issues relating to oversubscriptions, the offering price, the type of securities that may be offered and how those securities should be valued. [285]
  a. OversubscriptionsTwo commenters suggested that we should permit an issuer to raise capital in excess of the target offering amount, subject to certain conditions. [286] The proposed rules would not limit an issuer's ability to accept investments in excess of the target offering amount, subject to the $1 million annual limitation. [287] Issuers, however, would be required to provide disclosure to investors concerning this possibility. [288] Some commenters suggested that the rules require a defined range for permissible oversubscriptions. [289] We believe, however, that limits on oversubscriptions are not necessary if an issuer discloses how much it would be willing to accept in oversubscriptions, how the oversubscriptions would be allocated and the intended purpose of those additional funds. [290] We believe that this approach would provide investors, prior to the sale, with useful information to make an informed investment decision about an issuer that is seeking investments in excess of the target offering amount.
  Request for Comment109. Should we require that oversubscribed investments be allocated using a pro-rata, first-come, first-served or other method, rather than leaving that decision up to the issuer? Please explain.
  110. Should we limit the maximum oversubscription amount to a certain percentage of the target offering amount? If so, what should the limit be and why?
  111. Should we allow issuers to accept commitments in excess of the $1 million limitation so that if an investor withdraws his or her investment commitment prior to the closing of the offering, the issuer would still be able to raise $1 million? If so, should we require that investments in excess of $1 million be allocated using a pro-rata, first-come, first-served or other method, or should we leave that decision up to the issuer? Please explain.
  b. Offering PriceOne commenter suggested that the Commission should require issuers to set a fixed price for the offering and prohibit any dynamic pricing (e.g., pricing per share that increases with the passage of time) because dynamic pricing schemes may apply time pressure on the investment decision. [291] We are not proposing to require issuers to set a fixed price or prohibit dynamic pricing because we believe that the statute contemplated flexible pricing by providing that issuers may disclose the method for determining the price provided that the final price and required disclosures are provided to each investor prior to the sale. We also believe that the proposed cancellation rights would address the concerns about time pressure on the investment decision because investors would have a reasonable opportunity to cancel the investment commitment after the price is fixed. [292]
  Request for Comment112. Should we require issuers to set a fixed price at the commencement of an offering or prohibit dynamic pricing? Why or why not?
  c. Types of Securities Offered and ValuationWe received comments about the types of securities that could be offered and the valuation of securities offered. One commenter suggested that the Commission should not prescribe eligible types of securities because markets and securities may evolve. [293] Instead, the commenter urged the Commission to set forth minimum disclosure requirements for issuers and intermediaries to use when communicating the price and structure of offered securities. Another commenter suggested that the Commission require issuers to disclose their valuation and the factors they considered when determining such valuation. [294] Another commenter suggested that the Commission should prescribe a maximum valuation and ban certain dilution practices. [295] Another commenter suggested that if an offering exceeds certain valuation limitations (based, for instance, on company financial ratios), then the Commission should require that the shares held by company insiders be subject to a lock-up that would terminate after a period of time or after the company meets certain financial benchmarks. [296] Another commenter indicated that there are significant costs to properly ascertaining future valuations and that such a requirement could only be applied to corporations. [297]
  The proposed rules would neither limit the type of securities that may be offered in reliance on Section 4(a)(6) nor prescribe a method for valuing the securities. In this regard, we note that the statute refers to ''securities'' and does not limit the types of securities that could be offered pursuant to the exemption. In addition, the statute does not require the use of a specific valuation method or ban any dilution practices. Issuers would be required to describe the terms of the securities and the valuation method in their offering materials. [298] We believe this approach is consistent with the statute and will provide flexibility to issuers to determine the types of securities that they offer to investors and how those securities are valued, while providing investors with the information they need to make an informed investment decision.
  The proposed rules do not limit the types of securities that may be offered in reliance on Section 4(a)(6), and thus, debt securities may be offered and sold in crowdfunding transactions. In general, the issuance of a debt security raises questions about the applicability of the Trust Indenture Act of 1939 (''Trust Indenture Act''). [299] The Trust Indenture Act applies to any debt security sold through the use of the mails or interstate commerce, including debt securities sold in transactions that are exempt from Securities Act registration. A debt security sold in reliance on Section 4(a)(6) would need to be issued under a qualified indenture [300] or under an indenture that is exempt from qualification. [301] The Trust Indenture Act and related rules provide exemptions in some circumstances. For example, Trust Indenture Act Section 304(b) provides an exemption for any transaction that is exempted from the provisions of Securities Act Section 5 by Section 4 thereof. [302] We believe an issuer offering debt securities in reliance on Section 4(a)(6) would be able to rely on this exemption. [303] Based on the availability of this exemption from the requirements of the Trust Indenture Act, we are not proposing a specific exemption from the requirements of the Trust Indenture Act for offerings of debt securities made in reliance on Section 4(a)(6).
  Request for Comment113. Should we limit the types of securities that may be offered and sold in reliance on Section 4(a)(6) (e.g., should the exemption be limited to offers and sales of equity securities)? If so, to what securities should crowdfunding be limited and why? Should we create a separate exemption for certain types of offerings of limited types of securities, as one commenter proposed? [304]
  114. Is it anticipated that issuers may want to conduct crowdfunding offerings of securities under Section 4(a)(6) alongside non-securities-based crowdfunding, such as a crowdfunding campaign for donations or rewards? If so, please describe how these offerings may be structured. Are there any issues in particular that our rules should address in the context of such simultaneous crowdfunding offerings? Please explain.
  115. Should we require or prohibit a specific valuation methodology? If so, what method and why? Should we specify a maximum valuation allowed as suggested by one commenter? [305] Why or why not?
  C. Requirements on Intermediaries1. Brokers and Funding PortalsSecurities Act Section 4(a)(6)(C) requires a crowdfunding transaction to be conducted through a broker or funding portal that complies with the requirements of Securities Act Section 4A(a). The term ''broker'' is generally defined in Exchange Act Section 3(a)(4) as any person that effects transactions in securities for the account of others. Exchange Act Section 3(a)(80), [306] as added by Section 304 of the JOBS Act, defines the term ''funding portal'' as any person acting as an intermediary in a transaction involving the offer or sale of securities for the account of others, solely pursuant to Securities Act Section 4(a)(6), that does not: (1) Offer investment advice or recommendations; (2) solicit purchases, sales or offers to buy the securities offered or displayed on its platform or portal; (3) compensate employees, agents or other person for such solicitation or based on the sale of securities displayed or referenced on its platform or portal; (4) hold, manage, possess or otherwise handle investor funds or securities; or (5) engage in such other activities as the Commission, by rule, determines appropriate.
  Because a funding portal would be engaged in the business of effecting securities transactions for the accounts of others through crowdfunding, it would meet the Exchange Act definition of broker. [307] The proposed rules would define ''funding portal'' consistent with the statutory definition of ''funding portal,'' substituting the word ''broker'' for the word ''person,'' [308] to state explicitly and make clear that funding portals are brokers under the federal securities laws. We are not proposing at this time to exercise our discretion under Section 3(a)(80)(E) to prohibit any activities in which a funding portal may engage, other than those identified in the statute. [309]
  The proposed rules would not only apply to funding portals, but also to their associated persons in many instances. The proposed rules would define the term ''person associated with a funding portal or associated person of a funding portal'' to mean any partner, officer, director or manager of a funding portal (or any person occupying a similar status or performing similar functions), any person directly or indirectly controlling or controlled by a funding portal, or any employee of a funding portal, but would exclude any persons whose functions are solely clerical or ministerial. [310] The rules would provide, however, that excluded persons nevertheless would be subject to our authority under Exchange Act Sections 15(b)(4) and 15(b)(6) because they are associated with a broker. [311] This definition is consistent with, and modeled on, the definition of ''person associated with a broker or dealer or associated person of a broker or dealer'' under Exchange Act Section 3(a)(18). [312]
  Request for Comment116. Are there other funding portal activities, other than those in Exchange Act Section 3(a)(80), that we should prohibit? If so, which activities and why? Are there any prohibitions that should be modified or removed? If so, which ones and why?
  117. Do we need to provide further guidance concerning which provisions of the Exchange Act and the rules and regulations thereunder would apply to funding portals? If so, what further guidance is necessary and why?
  2. Requirements and Prohibitionsa. Registration and SRO MembershipSecurities Act Section 4A(a)(1) requires that a person acting as an intermediary in a crowdfunding transaction register with the Commission as a broker or as a funding portal. The proposed rules would implement this requirement by providing that a person acting as an intermediary in a transaction involving the offer or sale of securities made in reliance on Section 4(a)(6) must be registered with the Commission as a broker under Exchange Act Section 15(b) or as a funding portal pursuant to Securities Act Section 4A(a)(1) and proposed Rule 400 of Regulation Crowdfunding. [313]
  One commenter requested transparency in the registration process, stating that intermediaries' completed registration materials should be accessible to the public. [314] Brokers currently register with the Commission using Form BD. Information on that form regarding the broker's credentials, including current registrations or licenses and employment and disciplinary history, is publicly available on FINRA's BrokerCheck. [315] As discussed below, we are proposing to make the information that a funding portal provides on proposed Form Funding Portal, other than personally identifiable information or other information with a significant potential for misuse, accessible to the public. [316] One commenter urged the Commission to grant funding portals a one-year moratorium from having to register. [317] We are not proposing such a moratorium because the statute clearly states that a person acting as an intermediary in a crowdfunding transaction made in reliance on Section 4(a)(6) must be registered with the Commission either as a broker or as a funding portal.
  Another commenter requested clarification on whether a person acting as an intermediary in a transaction under Section 4(a)(6) would be required to register with us as an exchange, as defined in Exchange Act Section 3(a)(1), or as an alternative trading system. [318] As discussed above, Section 4A(a)(1) requires an intermediary that facilitates crowdfunded issuances of securities to register with us either as a broker or as a funding portal. Facilitating crowdfunded transactions alone would not require an intermediary to register as an exchange or as an alternative trading system (i.e., registration as a broker-dealer subject to Regulation ATS). To the extent that an intermediary facilitates secondary market activity in securities issued in reliance on Section 4(a)(6), the intermediary would be required to register as an exchange or as an alternative trading system if it met the criteria in Exchange Act Rule 3b-16. [319] We note, however, that a funding portal, by definition, is limited to acting as an intermediary in transactions involving the offer or sale of securities for the account of others solely pursuant to Section 4(a)(6), [320] which are primary issuances of securities. Thus, a funding portal could not effect secondary market transactions in securities.
  Exchange Act Section 4A(a)(2) requires an intermediary to register with any applicable self-regulatory organization (''SRO''), as defined in Exchange Act Section 3(a)(26). [321] Exchange Act Section 3(h)(1)(B) separately requires, as a condition of the exemption from broker registration, a funding portal to be a member of a national securities association that is registered with the Commission under Exchange Act Section 15A. The proposed rules would implement these provisions by requiring an intermediary in a transaction involving the offer or sale of securities made in reliance on Section 4(a)(6) to be a member of FINRA or any other national securities association registered under Exchange Act Section 15A. [322] Today, FINRA is the only registered national securities association.
  One commenter generally objected to the requirement for an intermediary to be a member of a registered national securities association. [323] As we noted above, the statute clearly requires a funding portal to be a member of a registered national securities association. Likewise, under Section 15(b)(8) of the Exchange Act, a broker-dealer that is engaged in crowdfunding activities must be a member of a national securities association. [324] We believe that requiring intermediary membership in a registered national securities association should help to ensure consistent regulation of intermediaries with fewer opportunities for regulatory gaps. In regulating broker-dealers that effect securities transactions with members of the public, FINRA has the most members and is responsible for conducting broker-dealer examinations of its members, mandating disclosures by its members, writing rules governing the conduct of its members and associated persons [325] and informing and educating the investing public. [326] FINRA investigates and brings enforcement actions against FINRA members and their associated persons who are suspected of violating its rules and the federal securities laws. [327] While FINRA has primary responsibility for examining its members, [328] the Commission staff generally examines broker-dealers if specific firm or industry risks have been identified or when fraud and rule violations may have occurred. Because the statute requires a national securities association to write rules expressly for funding portals, [329] we anticipate that funding portals would be subjected to requirements targeted to their limited business model and not the more comprehensive requirements applicable to brokers. We anticipate that the regulatory framework FINRA creates for funding portals would play an important role in the oversight of these entities and, through the information that FINRA shares with the Commission, the Commission's ability to effectively regulate registered funding portals' activities. [330]
  In response to commenters' requests that we clarify the applicable SRO for crowdfunding intermediaries, and to address any confusion about which entity or entities may serve as an SRO for crowdfunding brokers and funding portals, we are expressly identifying FINRA as a registered national securities association within the meaning of the statute. [331] While FINRA currently is the only registered national securities association, we are not foreclosing the possibility that another national securities association could register with us in the future. In that event, the proposed rule would permit funding portals to become members of the new association (should one become established in the future) instead of, or in addition to, FINRA. [332]
  FINRA currently provides licensing and qualification requirements for associated persons of brokers. While we are not proposing any such requirement for persons associated with a funding portal, FINRA (or any other registered national securities association) could propose such requirements, as well as requirements dealing with supervision of funding portal personnel and appropriate compliance structures. [333] FINRA, like all SROs, is required to file all proposed rules with us under Exchange Act Section 19(b) [334] and Rule 19b-4. [335] In general, the Commission reviews proposed SRO rules and rule changes, publishes them for comment, approves or disapproves them, or the rules become effective immediately or by operation of law.
  Request for Comment118. We have named FINRA expressly in the proposed rules as an applicable registered national securities association for crowdfunding intermediaries. Is this helpful? Is this appropriate? Why or why not? Are there other entities considering applying to become registered national securities associations?
  119. The proposed rules would require that an intermediary be a member of FINRA or of any other applicable national securities association. Is this an appropriate approach? At present, FINRA is the only registered national securities association. If we were in the future to approve the registration of another national securities association under Exchange Act Section 15A, would it be appropriate for us to require membership in both the existing and new association? Why or why not?
  120. No intermediary can engage in crowdfunding activities without being registered with the Commission and becoming a member of FINRA or another registered national securities association. We recognize that while there is an established framework for brokers to register with the Commission and become members of FINRA, no such framework is yet in place for funding portals. We do not intend to create a regulatory imbalance that would unduly favor either brokers or funding portals. [336] Are there steps we should take to ensure that we do not create a regulatory imbalance? [337] Please explain.
  121. The proposed rules do not independently establish licensing or other qualification requirements for intermediaries and their associated persons. The applicable registered national securities associations may or may not seek to impose such requirements. Should the Commission consider establishing these requirements? Should the Commission consider establishing requirements only if the associations do not? Would licensing or other qualifications for intermediaries and their associated persons be necessary, for example, to provide assurances that those persons are sufficiently knowledgeable and qualified to operate a funding portal? Why or why not? If so, what types of licensing or other qualifications should we consider?
  b. Financial InterestsExchange Act Section 4A(a)(11) requires an intermediary to prohibit its directors, officers or partners (or any person occupying a similar status or performing a similar function) from having any financial interest in an issuer using its services. The proposed rules would implement this prohibition by importing the language of the statute, and also by extending this prohibition to the intermediary itself. The proposed rules would add that these persons are not only prohibited from having any financial interest in an issuer using its services, but also would specifically be prohibited from receiving a financial interest in the issuer as compensation for services provided to, or for the benefit of, the issuer, in connection with the offer and sale of its securities. [338] The proposed rules would interpret ''any financial interest in an issuer,'' for purposes of Securities Act Section 4A(a)(11), to mean a direct or indirect ownership of, or economic interest in, any class of the issuer's securities.
  One commenter sought clarification of whether Section 4A(a)(11) prohibits an intermediary'--as an entity'--from accepting equity from an issuer as compensation for its services. [339] In the commenter's view, Section 4A(a)(11) should be interpreted as prohibiting an intermediary from having a financial interest in an issuer only at the time of the offering and not thereafter. Another commenter stated that permitting a funding portal to have a financial interest in an issuer would align the funding portal's interests with those of potential investors and that full disclosure of any financial interest should quell any potential concerns. [340] Another commenter stated that Section 4A(a)(11) does not expressly prohibit an intermediary, as an entity, from having a financial interest in an issuer and that this should be permitted under certain circumstances. [341]
  We believe the prohibition in Section 4A(a)(11) is designed to protect investors from the conflicts of interest that may arise when the persons facilitating a crowdfunding transaction have a financial stake in the outcome. The proposed rules would extend the prohibition on holding a financial interest to the intermediary itself, [342] because we believe that the same concerns apply to the intermediary as to its directors, officers or partners (or any person occupying a similar status or performing a similar function). The existence of a financial interest in an issuer may create an incentive to advance that issuer's fundraising efforts over those of other issuers, which could potentially adversely affect investors. For similar reasons, the proposed rules also would prohibit receipt of a financial interest in an issuer as compensation for services provided to or on behalf of an issuer. [343] The proposed rules would define ''financial interest in an issuer'' to mean a direct or indirect ownership of, or economic interest in, any class of the securities of an issuer. [344]
  As discussed above, one commenter suggested that an investor's and intermediary's interests may be aligned if an intermediary were allowed to take a financial interest in an issuer. We are concerned that the promise of a financial stake in the outcome could give an intermediary an incentive to ensure the success of its own investment in the issuer, to the disadvantage of investors and other issuers using the intermediary's platform, particularly if the financial interest is provided to the intermediary on different terms than to other investors.
  Request for Comment122. Should we permit an intermediary to receive a financial interest in an issuer as compensation for the services that it provides to the issuer? Why or why not? If we were to permit this arrangement, the proposed rules on disclosure requirements for issuers would require the arrangement to be disclosed to investors in the offering material. Are there other conditions that we should require? If so, please identify those conditions and explain.
  123. If an intermediary receives a financial interest in an issuer, should it be permitted to provide future services as long as it retains the interest? Why or why not?
  124. One commenter suggested that an intermediary should be able to receive a financial interest under the same terms as other investors participating in an offering made in reliance on Section 4(a)(6). [345] We request comment on this suggestion. How could an intermediary address potential conflicts of interest that may arise from this practice? Would disclosure of the arrangement be sufficient? Please explain.
  125. The proposed rules define ''financial interest in an issuer,'' for purposes of Securities Act Section 4A(a)(11), to mean a direct or indirect ownership of, or economic interest in, any class of the issuer's securities. Should we define the term more broadly to include other potential forms of a financial interest? For example, should the term include a contract between an intermediary and an issuer or the issuer's directors, officers or partners (or any person occupying a similar status or performing a similar function), for the intermediary to provide ancillary or consulting services to the issuer after the offering? Should it include an arrangement under which the intermediary is a creditor of an issuer? Should it include any carried interest or other arrangement that provides the intermediary or its associated persons with an interest in the financial or operating success of the issuer, other than fixed or flat-rate fees for services performed? Should any other interests or arrangements be specified in the term ''financial interest in an issuer?'' If so, what are they and what concerns do they raise?
  126. In light of the reasons for the prohibition, should there be a de minimis exception? Why or why not? If so, what would be an appropriate de minimis amount? For example, would a one percent holding be an appropriate amount? Would another amount be more appropriate? Please explain. Should there be disclosure requirements for any de minimis exception? Why or why not?
  127. Should we impose any other requirements or prohibitions on intermediaries? If so, what requirements or prohibitions and why?
  3. Measures To Reduce Risk of FraudSecurities Act Section 4A(a)(5) requires an intermediary to ''take such measures to reduce the risk of fraud with respect to [transactions made in reliance on Section 4(a)(6)], as established by the Commission, by rule, including obtaining a background and securities enforcement regulatory history check on each officer, director, and person holding more than 20 percent of the outstanding equity of every issuer whose securities are offered by such person.'' The proposed rules would implement this provision by requiring an intermediary to have a reasonable basis for believing that the issuer is in compliance with relevant regulations and has established means to keep accurate records of holders of the securities it offers, and by requiring that the intermediary deny access if it believes the issuer or its offering would present a potential for fraud. [346]
  Specifically, the proposed rules would require an intermediary to have a reasonable basis for believing that an issuer seeking to offer and sell securities in reliance on Section 4(a)(6), through the intermediary's platform, complies with the requirements in Securities Act Section 4A(b) and the related requirements in Regulation Crowdfunding. [347] While an issuer has an independent obligation to comply with these requirements, we believe it would help to reduce the risk of fraud if an intermediary were to also have an obligation to have a reasonable basis to believe that the issuer is in compliance. [348] The proposed rules would permit intermediaries to reasonably rely on representations of the issuer, absent knowledge or other information or indications that the representations are not true. While we do not propose to specify particular actions an intermediary must take in satisfying this requirement, we anticipate that in the course of its interactions with potential issuers, an intermediary may determine whether it could in fact reasonably rely on an issuer's representations and have a reasonable basis to believe the issuer is in compliance.
  The proposed rules also would require an intermediary to have a reasonable basis for believing that an issuer has established means to keep accurate records of the holders of the securities it would offer and sell through the intermediary's platform. [349] The ability to keep track of the ownership of an issuer's securities is necessary to protect investors and critical for maintaining the integrity of securities transactions made in reliance on Section 4(a)(6), both with respect to the initial offering and any subsequent transfers of the securities. The statute does not assign responsibility in this regard but intermediaries would be well-positioned to make this determination, given that they would be interacting with the issuer, and particularly if they are advising the issuer to some extent about the offering. [350] One commenter stated that a direct registration system provides the best solution to policing transfers at a low cost and that, to the extent physical certificates are issued, they should include legends similar to those required for restricted securities. [351]
  Another commenter suggested that the Commission should require the use of registered transfer agents, which are already subject to SEC regulations and examinations, to maintain records of share ownership and transfers in connection with crowdfunding transactions. [352] This commenter stated that small issuers may not have the resources to properly execute the routine services that registered transfer agents provide, including procedures to: record and balance registered shareowner positions; follow shareholder instructions (and retain records of the instruction) to change an address or transfer their interests as a result of death, divorce or sale (including signature guarantees where necessary); escheat unclaimed assets under state laws; or address lost or stolen certificates.
  We are not proposing to require a particular form or method of recordkeeping of securities, nor are we proposing to require that an issuer use a transfer agent or any other third party. We recognize the importance of accurate recordkeeping for investors and issuers, and that the failure to accurately record or maintain shareholder records of an issuer, or to prevent fraudulent transfers, can have significant negative impacts for both investors and issuers. [353] Among other things, investors without accurate records of their ownership of shares can find it difficult to prove such ownership in connection with a sale of their shares or execution of a corporate transaction. We believe that accurate recordkeeping can be accomplished by diligent issuers or through a variety of third parties. Accordingly, under the proposed rules, the recordkeeping function may be provided by the issuer, a broker, a transfer agent or some other (registered or unregistered) person. [354] In certain business models, for example, it may be possible for other regulated entities, such as banks, to provide this function. [355]
  Requiring a direct registration system to monitor transfers could create additional costs to implement that we have not required in connection with any types of securities offerings, and thus we are not proposing to require it here. Similarly, we are not proposing to require the use of a registered transfer agent. While requiring a registered transfer agent to be involved after the offering could introduce a regulated entity with experience in maintaining accurate shareholder records, a transfer agent is not necessary for accurate recordkeeping. Issuers and other third parties can also be well-positioned to keep accurate records of the holders of the securities an issuer would offer and sell through an intermediary's platform. [356]
  In satisfying this requirement that an intermediary have a reasonable basis to believe that an issuer has established means to keep accurate records of the securities it would offer and sell through the intermediary's platform, the intermediary may rely on an issuer's representations concerning the means it has established, unless the intermediary has reason to question the reliability of the representations. [357] To keep accurate records, an issuer may need to have established means to perform a range of functions with respect to shareholder records. The precise scope of the needed functions will depend on the nature of the issuer and its securities. Such functions could include, for example, the ability to (1) monitor the issuance of the securities the issuer would offer and sell through the intermediary's platform, (2) maintain a master security holder list reflecting the owners of those securities, (3) maintain a transfer journal or other such log recording any transfer of ownership, (4) effect the exchange or conversion of any applicable securities, (5) maintain a control book demonstrating the historical registration of those securities, and (6) countersign or legend physical certificates of those securities. For some issuers, not all of these functions may be needed.
  There are a number of ways by which an issuer could demonstrate or represent that it has established the necessary recordkeeping means. The issuer itself may have capabilities to maintain accurate records of its securities and, as noted above, may represent such capabilities to the intermediary. The intermediary also may be able to establish a reasonable belief, for example, if the issuer has engaged a broker, transfer agent, or other third party that can provide the requisite recordkeeping services, including a third party providing such services tailored to crowdfunding issuers.
  The proposed rules would require an intermediary to deny access to its platform, if the intermediary has a reasonable basis for believing that an issuer, or any of its officers, directors (or any person occupying a similar status or performing a similar function) or 20 Percent Beneficial Owners, is subject to a disqualification under the proposed rules or if the intermediary believes that the issuer or the offering presents the potential for fraud or otherwise raises concerns regarding investor protection. [358] The rules would require an intermediary to conduct a background and securities enforcement regulatory history check on each issuer whose securities are to be offered by the intermediary, as well as on each of its officers, directors (or any person occupying a similar status or performing a similar function) and 20 Percent Beneficial Owners. While the statute requires that these checks be conducted on persons holding more than 20 percent of the outstanding equity of the issuer, the proposed rules would extend this requirement to apply to the 20 Percent Beneficial Owners. This proposed requirement is consistent with the issuer disclosure requirements and with the issuer disqualification provisions. [359] Using the same standard here would be consistent with and reinforce the disclosure requirements and disqualification provisions applicable to issuers and would provide investors with protections and additional comfort when making investment decisions. At this time, we believe that requiring these background checks would be sufficient to meet the aims of Section 4A(a)(5) without imposing an undue burden, which could in turn discourage the use of the exemption provided in Section 4(a)(6).
  A number of commenters requested guidance on the acceptable scope of background and securities enforcement regulatory history checks that an intermediary would be required to conduct. [360] One commenter suggested that the background check should consist of: A review of credit reports, verification of necessary business or professional licenses, evidence of corporate good standing, uniform commercial code checks and a CRD [361] snapshot report. [362] Another stated that the scope of the background and securities enforcement regulatory history check should be commensurate with the size of the transaction and that we should establish a minimum level of diligence that an intermediary must undertake to promulgate an effective mechanism against fraud. [363] The commenter further stated that such minimum level should be below that required of registered broker-dealers. [364] Other commenters requested guidance on the actions that an intermediary should take with respect to information uncovered during a background check. [365]
  We are not proposing to establish specific procedures for intermediaries to follow to reduce the risk of fraud beyond conducting the prescribed background and securities enforcement regulatory history checks. We believe that this proposed approach would allow an intermediary to use its experience and judgment, as well as its concern for the reputational integrity of its platform and crowdfunding pursuant to Section 4(a)(6) in general, to design systems and processes to help reduce the risk of fraud in securities-based crowdfunding. In this regard, the proposed rules would require an intermediary to deny access to an issuer if it has information that is not necessarily the basis for a disqualification under proposed rules, but that the intermediary nevertheless believes presents the potential for fraud or otherwise raises concerns regarding investor protection. [366] For this particular proposed requirement to deny access, the intermediary would not be required to have a reasonable basis for its belief. This is because we believe it is important to provide intermediaries discretion in taking steps to reduce the risk of fraud as Congress intended, which would strengthen investor protection. The proposed rules also require that if this information becomes known to the intermediary after it has granted the issuer access to its platform, the intermediary must promptly remove the offering from its platform, cancel the offering and return to investors any funds they may have committed. Under the proposed rules, an intermediary would also be required to deny access to an issuer if it believes that it is unable to adequately or effectively assess the risk of fraud of the issuer or its potential offering. For example, if certain officers of the issuer reside in a jurisdiction where background checks and securities enforcement regulatory history checks are not readily available to the intermediary, the intermediary may determine that it is unable to assess the risk of fraud of the issuer, and thus must deny the issuer access to its platform.
  Some commenters stated that background checks could help reduce fraud if intermediaries were required to prominently display the results of the background checks on their platforms. [367] We believe that requiring intermediaries to conduct the checks and deny access to persons subject to disqualification satisfies the statutory requirement and achieves the underlying goal of the provision, which is to restrict the ability of certain parties to use the exemption. We do not believe it would be necessary to make publicly available the results of the background checks, especially as such a requirement could add to the cost of administration and could expose the individuals in question to harm, for example, if there were errors in the information made publicly available. Therefore, we are not proposing to require intermediaries to make publicly available the results of background checks. Other commenters suggested creating an online database of securities law violators, [368] or otherwise making certain information available so that investors could conduct their own background checks on officers and directors of an issuer, [369] which could help lower costs on intermediaries and, indirectly, on issuers, associated with conducting an offering pursuant to Section 4(a)(6). We are not persuaded at this time that the administrative costs of posting the information, which the intermediary might not be able to verify, would be justified.
  Some commenters expressed concern over the costs and burdens associated with conducting background and securities enforcement regulatory history checks. [370] One commenter stated that it is important to control the expense of background checks to avoid making the cost of raising capital prohibitive to the issuer. [371] While we are mindful of the costs associated with conducting these checks, the statutory requirement is clear. To help mitigate the costs, however, the proposed rules provide intermediaries with flexibility in how they would meet this requirement, while still helping to reduce the risk of fraud.
  We anticipate that an intermediary may use the services of a third party to gather the information to conduct the required background and regulatory checks on issuers and their control persons. [372] The intermediary, of course, would remain responsible for compliance with the requirements of Section 4A(a)(5) and proposed Rule 301(c). [373]
  Request for Comment128. We are not proposing to require that an issuer relying on Section 4(a)(6) engage a transfer agent due, in part, to the potential costs we believe such a requirement would impose on issuers. What would be the potential benefits and costs associated with having a regulated transfer agent for small issuers? Are there other less costly means by which an issuer could rely on a qualified third party to assist with the recordkeeping related to its securities?
  129. The proposed rules incorporate a ''reasonable basis'' standard for intermediaries to determine whether issuers comply with the requirements in Securities Act Section 4A(b) and the related requirements of Regulation Crowdfunding, as well as for satisfying the requirement that the issuer has established means to keep accurate records of the holders of the securities it would offer and sell through the its platform. [374] Is a ''reasonable basis'' the appropriate standard for intermediaries making such determinations? Why or why not? Is it appropriate for one determination but not the other? If so, please explain which one and why. What other standard would be more appropriate, and why? What circumstances in the crowdfunding context should not be considered to constitute a reasonable basis? Should we permit an intermediary to reasonably rely on the representation of an issuer with respect to one or both determinations?
  130. The proposed rules incorporate a ''reasonable basis'' standard for intermediaries to determine whether an issuer would be subject to a disqualification. In contrast, there is no reasonableness standard for intermediaries' requirement under the proposed rules to deny access to an issuer if it believes the issuer or the offering presents potential for fraud or otherwise raises concerns regarding investor protection. Is it appropriate to have these two different standards under the proposed rules? Why or why not? If one of these standards is not appropriate, please explain what would be a more appropriate standard and why.
  131. The proposed rules would implement Section 4A(a)(5) by requiring the intermediary to conduct a background and securities enforcement regulatory history check aimed at determining whether an issuer or any of its officers, directors (or any person occupying a similar status or performing a similar function) or 20 Percent Beneficial Owners is subject to a disqualification, presents potential for fraud or otherwise raises concerns regarding investor protection. Is this approach appropriate? Why or why not? If not, why not? Would another approach be more appropriate? Why or why not?
  132. Should we require intermediaries to make the results of the proposed background checks publicly available? Why or why not? Would doing so raise privacy concerns?
  133. Should we specify the steps that an intermediary must take in obtaining background and securities enforcement regulatory history checks on the issuer and its officers, directors (or any person occupying a similar status or performing a similar function) and 20 Percent Beneficial Owners? Should we require, for example, an intermediary to check publicly-available databases, such as FINRA's BrokerCheck and the Commission's Investment Adviser Public Disclosure program? Why or why not? Are there third parties who would be in a position to provide these types of services? Please discuss.
  134. Should we require intermediaries to conduct specific checks or other steps (such as a review of credit reports, verification of necessary business or professional licenses, evidence of corporate good standing, Uniform Commercial Code checks or a CRD snapshot report)? Why or why not? Separately, should we specify a minimum or baseline level of due diligence to help establish a reasonable basis? Why or why not? If so, what should that level include? For instance, should it include a review or a verification of certain publicly available information about an issuer and its officers, directors (or any person occupying a similar status or performing a similar function) and 20 Percent Beneficial Owners? Should it include searches related or tailored to their location or place of incorporation, assets including real property and liens on those assets? Are there items it should or should not include? Please explain.
  135. Are there resources available to an intermediary that enable it to collect the information necessary for making a determination regarding disqualification or the potential for fraud or potential concerns as to investor protection? If so, which resources? Are there aspects of the proposed issuer disqualification rule that would make it difficult for an intermediary to assess whether the issuer is subject to a disqualification? If so, please explain. Are there additional events or factors relevant to reducing the risk of fraud that intermediaries should be required to check? Please explain.
  136. Section 4A(a)(5) authorizes the Commission to specify measures to reduce the risk of fraud, in addition to background checks. Are there other risks of fraud which are not contemplated by the proposed rules? Are there any additional measures that we should specifically require? Please discuss any suggested measures, and explain. For example, should we require intermediaries to monitor investment commitments and cancellations or take any other actions to detect potential attempts to promote an issuer's securities? If so, which actions and why?
  137. Should the intermediary be required to report to the Commission (or another agency) issuers that are denied access? Why or why not?
  4. Account OpeningUnder the proposed rules, an investor seeking to invest in an offering conducted in reliance on Section 4(a)(6) would need to open an account with an intermediary and provide consent to electronic delivery of materials. The intermediary also would be required to deliver to the investor educational materials, as discussed below.
  a. Accounts and Electronic DeliveryThe proposed rules would prohibit an intermediary or its associated persons from accepting an investment commitment unless the investor has opened an account with the intermediary and the intermediary has obtained from the investor consent to electronic delivery of materials. [375] We are not proposing to specify any particular type or form of information that an intermediary must obtain from an investor in order to open an account; however, we anticipate that at a minimum the intermediary would obtain basic identifying and contact information, such as full name, physical address and email address. [376] Because we believe that Congress contemplated that crowdfunding would, by its very nature, occur exclusively through electronic media, the proposed rules require that investors consent to electronic delivery. [377]
  The proposed rules also would require an intermediary to provide all information it is required to provide under Subpart C, such as educational materials, notices and confirmations, through electronic means. [378] We also propose to require that, unless otherwise permitted, an intermediary must provide the information through an electronic message that contains the information, through an electronic message that includes a specific link to the information as posted on the intermediary's platform, or through an electronic message that provides notice of what the information is and that it is located on the intermediary's platform or on the issuer's Web site. The proposed rules would state that electronic messages include, but are not limited to, email messages. According to the proposed rule, for example, in complying with requirements to provide notices to investors under proposed Rule 304(b), the intermediary must provide those notices electronically to investors, such as through an email message containing or attaching the notice. With respect to the provision of issuer materials as required under proposed Rule 303(a), however, the proposed rule specifies that the intermediary must make the information publicly available on its platform. Therefore, the intermediary would only need to post the information on its platform in a manner complying with proposed Rule 303(a) and would not be required to send any electronic messages with regard to its posting.
  We believe that requiring consent to electronic delivery of documents relating to the offering, and requiring that intermediaries provide information electronically, would facilitate the ability of the investor, intermediary and issuer to comply with, and act in a timely manner, with respect to certain proposed requirements of Regulation Crowdfunding (such as the requirement for investors to reconfirm investment commitments within five business days of receiving notice of material changes). [379] As such, under the proposed rules, offerings made in reliance on Section 4(a)(6) would be ''electronic-only,'' such that all information to be provided by intermediaries must be provided electronically, and investors would be permitted to participate only if they agree to accept electronic delivery of all documents in connection with the offering. [380]
  Request for Comment138. Should we specify the types of information that an intermediary must obtain from an investor as part of the account-opening process? If so, what information and why? How would this information differ from what intermediaries would be required to obtain to fulfill their anti-money laundering obligations? [381]
  139. Should we permit any exceptions to the proposed requirements to obtain consent to electronic delivery? If so, why and under what circumstances? If an investor does not receive materials electronically, how would he or she be able to participate fully in an offering made in reliance on Section 4(a)(6)?
  140. Are there any other means of providing information electronically by an intermediary that are not covered in the proposed rules but that should be covered? Are there any means proposed to be included that should be eliminated or modified? If so, what means are they? For example, should intermediaries be permitted to post information in an investor's account on its platform, without sending a notification that it is posted there? Why or why not? Should different types of information be required to be provided through different means? Please explain.
  b. Educational MaterialsSection 4A(a)(3) states that an intermediary must ''provide such disclosures, including disclosures related to risks and other investor education materials, as the Commission shall, by rule, determine appropriate,'' but it does not elaborate on the scope of this requirement. As described in further detail below, the proposed rules would require the intermediary to deliver to investors, at account opening, educational materials that are in plain language and otherwise designed to communicate effectively specified information. Intermediaries also would be required to make the current version of the educational materials available on their platforms and to make revised materials available to all investors before accepting any additional investment commitments or effecting any further transactions in securities offered and sold in reliance on Section 4(a)(6). [382]
  The proposed rules would require the materials to include:
  The process for the offer, purchase and issuance of securities through the intermediary;the risks associated with investing in securities offered and sold in reliance on Section 4(a)(6);the types of securities that may be offered on the intermediary's platform and the risks associated with each type of security, including the risk of having limited voting power as a result of dilution;the restrictions on the resale of securities offered and sold in reliance on Section 4(a)(6);the types of information that an issuer is required to provide in annual reports, the frequency of the delivery of that information, and the possibility that the issuer's obligation to file annual reports may terminate in the future;the limitations on the amounts investors may invest, as set forth in Section 4(a)(6)(B);the circumstances in which the issuer may cancel an investment commitment;the limitations on an investor's right to cancel an investment commitment;the need for the investor to consider whether investing in a security offered and sold in reliance on Section 4(a)(6) is appropriate for him or her; andthat following completion of an offering, there may or may not be any ongoing relationship between the issuer and intermediary.The proposed disclosures relating to the risks of investing in securities offered and sold in reliance on Section 4(a)(6), investors' cancellation rights, resale restrictions and issuer reporting are generally drawn from the statutory requirements. [383] These items of information are basic terms, relevant to transactions conducted in reliance on Section 4(a)(6), of which all investors should be aware before making an investment commitment. The circumstances in which an investor can cancel an investment commitment and obtain a return of his or her funds are particularly important to an investor's understanding of the investment process. Information on resale restrictions could affect an investor's decision to consider any offerings made pursuant to Section 4(a)(6).
  We are proposing to require intermediaries to provide educational material about the types of securities available for purchase on their platforms and the risks associated with each type of security, including the risk of having limited voting power as a result of dilution. [384] As one commenter noted, some forms of securities may have limited rights with respect to voting, input into management decisions or redemption, among others, and also may be subject to dilution. [385] Because we are not restricting the types of securities that an issuer may offer through Section 4(a)(6) transactions, this requirement would help investors understand the various types of securities that could be available on the platform and their associated risks.
  We also are proposing to require intermediaries to provide educational material regarding the limitation on the amounts investors may invest pursuant to Section 4(a)(6)(B) and the proposed rules. [386] We believe it is important that investors are made aware of and understand the limits to which they would be subject, prior to making any investment commitments. As noted above, we are proposing to permit intermediaries to reasonably rely on investors' representations concerning compliance with the investment limitation requirements. [387] We believe providing these educational materials should enhance the accuracy of investor representations, because an investor may be less likely to inadvertently make an inaccurate representation that he or she complies with the investment limits after being presented with an explanation of what those limits are, how they apply and how they are calculated.
  In addition, we are proposing to require that intermediaries provide, in the educational materials, a notice that the intermediary may or may not continue to have a relationship with the issuer following completion of the offering. [388] We believe that persons opening an account with an intermediary, for instance because they are interested in the offering of a particular issuer, could mistakenly assume that the intermediary will have an ongoing relationship with the issuer. Such persons also could assume that, following an offering conducted through the intermediary's platform through which they purchased securities, the intermediary would be the primary contact for investors wishing to obtain information about, or wishing to communicate with, the issuer or wishing to participate in secondary trading of the issuer's securities. Because intermediaries may not necessarily have an ongoing relationship with the issuer following an offering, and funding portals would not be permitted to be involved in secondary trading, we believe it would be helpful to require intermediaries to alert investors about this limitation the time they open accounts.
  One commenter suggested that the user experience for investors engaging in crowdfunding transactions should be a ''painless process'' and that investors should be subject to mandatory investor education prior to investing. [389] Another commenter suggested that, in order to protect investors, intermediaries should be required to provide a glossary explaining each type of security available for purchase in each of the offerings on its portal. [390] We are proposing to require intermediaries to provide educational material about the types of securities available for purchase on their platforms and the risks associated with each type of security; however, in order to provide intermediaries with flexibility in how they present or format this information, we are not proposing to require that it be presented as a glossary. One commenter suggested that a warning on the front page of an issuer's offering materials should suffice for the purposes of Section 4A(a)(3). [391] We do not believe that a disclaimer in isolation would be sufficient information to satisfy the statutory educational requirement. [392]
  Other commenters requested that the Commission prepare and make available investor educational material or model text for use by intermediaries. [393] Other commenters requested that the Commission clarify whether educational materials may be provided to investors through electronic means, such as through the Internet or email. [394] One commenter requested that intermediaries be given ''wide latitude'' to experiment with different methods of investor education. [395] We are not proposing to require a particular format or manner of presentation, other than the requirement that the materials be provided electronically. [396] Rather than requiring specific text or a particular format or presentation, we believe that the better approach is to provide each intermediary with sufficient flexibility to prepare educational materials in a manner reasonably designed to provide the required information, based on the types of offerings on the intermediary's platform and the types of investors drawn to its platform. [397] Under the proposed rules, the educational materials may be in any electronic format, including electronic and video format, that the intermediary determines is effective in communicating the contents of the educational material. [398]
  Because the proposed rules require that the educational materials convey the specified pieces of information accurately, an intermediary would be required to update these materials over time as, for instance, the types of offerings on its platform change. For example, if an intermediary decides to expand the types of securities it offers through its platform, the intermediary would be required to update its educational materials. Similarly, an intermediary would be required to periodically review and update other aspects of its educational materials, such as the discussion of risk factors, as necessary. The proposed rules would require an intermediary to keep its educational materials accurate and thus current, which would require it to make the most current version of its educational materials available on its platform. In addition, to the extent an intermediary makes a material revision to its educational materials, it would be required to make the revised educational materials available to all investors before accepting any investment commitments. [399] We believe that this requirement is consistent with the Internet-based nature of crowdfunding. We also believe that this requirement would benefit investors, by helping to ensure that they have information about key aspects of investing through the intermediary's platform that may have changed since the last time they received the materials, prior to making investment commitments, as those key aspects could influence their investment decisions. Because these materials must be accurate, and thereby current, a change in the types of offerings conducted on an intermediary's platform would trigger an update. We believe requiring intermediaries to provide updated material on this basis, rather than at any regular intervals, should help to minimize the ongoing burden on intermediaries.
  Request for Comment141. Is the scope of information proposed to be required in an intermediary's educational materials appropriate? Why or why not? Is there other information that we should require an intermediary to provide as part of the educational materials? If so, what information and why?
  142. Should any of the proposed requirements be modified or deleted, and if so, which requirements and why?
  143. Should we prescribe the text or content of educational materials for intermediaries to use? Why or why not? Should we provide models that intermediaries could use? Why or why not?
  144. Should we specifically prohibit certain types of electronic media from being used to communicate educational material? If so, which ones and why?
  145. Should we require intermediaries to submit the educational materials to us or FINRA (or other applicable national securities association) for review? Why or why not? If we should require submission of materials, should we require submission before or after use, when they are first used, when the intermediary changes them or at some other point(s) in time? Please explain.
  146. Should we require intermediaries to provide educational material at additional or different specified points in time, rather than only when the investor begins to open an account or make an investment commitment? Why or why not? If so, why would that be preferable to requiring updates on an as-needed basis? For example, should educational material be provided on a quarterly, semi-annual, or annual basis? Should this material be provided again to investors who have not logged onto or accessed an intermediary's platform for a specified period of time? Why or why not? If so, what should that period of time be?
  c. PromotersSection 4A(b)(3) provides that an issuer shall ''not compensate or commit to compensate, directly or indirectly, any person to promote its offerings through communication channels provided by a broker or funding portal, without taking such steps as the Commission shall, by rule, require to ensure that such person clearly discloses the receipt, past or prospective, of such compensation, upon each instance of such promotional communication.'' As discussed above, the proposed rules would include this prohibition. [400]
  We also propose to require the intermediary to inform investors, at the account opening stage, that any person who promotes an issuer's offering for compensation, whether past or prospective, or who is a founder or an employee of an issuer that engages in promotional activities on behalf of the issuer on the intermediary's platform, must clearly disclose in all communications on the platform the receipt of the compensation and the fact that he or she is engaging in promotional activities on behalf of the issuer. [401] We believe that requiring intermediaries to inform investors about these disclosure obligations at the outset of their relationship should help to ensure and monitor issuers' compliance with Section 4A(b)(3) and the proposed rules, as it would alert investors that information about the participation of issuers or representatives of issuers would have to be disclosed at a later time. Promoters also would need to disclose this information [402] each time they post a comment in the communication channels on the platform. [403]
  Request for Comment147. Should the proposed rules require intermediaries to take any different or additional steps to help achieve compliance with the requirement for promoters to disclose the receipt of compensation? If so, what other steps would be appropriate and why?
  148. Should the proposed disclosures to investors be required to be made at some time other than at account opening? For instance, should the reminder about disclosure obligations be made each time an investor accesses the intermediary's platform or the communication channels provided by the intermediary? Why or why not?
  149. The proposed rules would require disclosure be made to investors, in relation to obligations of any person who receives compensation, whether in the past or prospectively, to promote an issuer's offering, or who is a founder or an employee of an issuer that engages in promotional activities on behalf of the issuer on the intermediary's platform. Should the obligations apply to other classes of persons as well, such as affiliates of the issuer, regardless of whether they are engaged in promotional activities? Why or why not?
  d. Compensation DisclosureThe proposed rules would require the intermediary, when establishing an account for an investor, to clearly disclose the manner in which it will be compensated in connection with offerings and sales of securities made in reliance on Section 4(a)(6). [404] This requirement would help to ensure investors are aware of any potential conflicts of interest of an intermediary that arise from the manner in which the intermediary is compensated. While the JOBS Act does not require this disclosure, we believe that providing this information to investors before they invest would help to ensure that they are making informed investment decisions. [405]
  Request for Comment150. Is the requirement for an intermediary to disclose how it is compensated an appropriate requirement? Why or why not? Would a time other than at account opening be more appropriate for this disclosure? Please explain.
  151. Should the proposed rules include any additional requirements with regard to disclosure of compensation? If so, what other requirements would be appropriate and why?
  152. While the proposed rules do not specify the types of information that an intermediary must obtain from an investor at the account opening stage, we recognize that this stage provides an opportunity for intermediaries to collect certain demographic information about investors. Although some information intermediaries would collect from investors might already be required under their anti-money laundering obligations or pursuant to registered national securities association rules, there is some information about investors which might not be required to be collected but which, without involving disclosure of any personally identifiable information of investors, could help us and the applicable national securities association to better understand the level of investor sophistication in this market and investor protection needs, among other things. For instance, connecting certain demographic information to offering characteristics and outcomes could help in the evaluation of the effectiveness of crowdfunding in raising capital for startups and small businesses. The information that could be collected includes, for example, demographic information about investors that excludes any personally identifiable information and is aggregated on a per offering basis, indicating characteristics such as education level, income, wealth, geographic distance from the issuer and professional affiliations. At the same time, we recognize that requiring the collection of this data could likely increase the burden on investors and intermediaries participating in transactions conducted pursuant to Section 4(a)(6). Should we require intermediaries to collect and provide some or all of this information to us and the applicable national securities association? Should some or all of this information be made more widely available? Why or why not? If so, which metrics should we require, and in what format, if any, should we require it be provided? To what extent do brokers already collect this information for offerings in which they are involved? Is there a particular point in time or method that would be more appropriate or convenient for intermediaries to collect this information? Would a requirement for intermediaries to collect this information at the account opening stage discourage investors from opening accounts with intermediaries, and ultimately limit the ability of issuers to raise capital in reliance on the exemption in Section 4(a)(6)? Please explain.
  5. Requirements With Respect to Transactionsa. Issuer InformationSection 4A(a)(6) requires each intermediary to make available to the Commission and potential investors, not later than 21 days prior to the first day on which securities are sold to any investor (or such other period as the Commission may establish), any information provided by the issuer pursuant to Section 4A(b). The proposed rules would implement this provision by requiring each intermediary in a transaction involving the offer or sale of securities in reliance on Section 4(a)(6) to make available to the Commission and to potential investors any information required to be provided by the issuer under Rules 201 and 203(a) of proposed Regulation Crowdfunding. [406] The proposed rules would further require that: (1) An intermediary make this information publicly available on the intermediary's platform, in a manner that reasonably permits a person accessing the platform to save, download or otherwise store the information; [407] (2) this information be made publicly available on the intermediary's platform for a minimum of 21 days before any securities are sold in the offering, during which time the intermediary may accept investment commitments; [408] and (3) this information, including any additional information provided by the issuer, [409] remain publicly available on the intermediary's platform until the offer and sale of securities is completed or cancelled. An intermediary would be prohibited from requiring any person to establish an account with the intermediary in order to access this information.
  We believe that this approach also would satisfy the requirement under Section 4A(d) for the Commission to ''make [available to the states], or . . . cause to be made [available] by the relevant broker or funding portal, the information'' issuers are required to provide under Section 4A(b) and the rules thereunder. This approach should help investors, the Commission, FINRA (and any other applicable registered national securities association) and other interested parties, such as state regulators, to access information without impediment. The proposed rules should help to ensure that an investor has an adequate opportunity to evaluate the investment opportunity and determine whether it is suitable for him or her. [410] Finally, we do not believe that any person should be required to open an account with, or otherwise provide personal information to, an intermediary before reviewing the materials related to an offering or the educational materials provided by the intermediary.
  One commenter expressed the view that an intermediary should not be required to send information to the Commission before listing an offering on its platform. [411] The proposed rules would permit an intermediary to make issuer information available to both the Commission and potential investors simultaneously through its platform. Another commenter recommended that the private placement memorandum provided by the issuer should be reviewed by a properly qualified securities representative prior to the intermediary providing the information to potential investors. [412] We are not proposing at this time to impose such a requirement. Although review by a securities professional could provide some degree of additional investor protection, we are mindful of Congress' intent that these offerings present a cost-effective method of raising capital. Further, the proposed rules would provide a safeguard for investors by requiring an intermediary to have a reasonable basis for believing that an issuer complies with the requirements of Section 4A(b) and Regulation Crowdfunding, and to deny access to an issuer or cancel its offering, if the intermediary believes that the issuer or the offering presents the potential for fraud or otherwise raises concerns regarding investor protection. [413]
  Request for Comment153. Should we require intermediaries to continue to display issuer materials for some period of time after completion of the offering? Why or why not? If such a requirement were used, which time period would be appropriate? Why? What would be the potential costs and benefits associated with any such requirement?
  154. Section 4A(a)(6) requires an intermediary to make available the information that an issuer is required to provide under Section 4A(b). Should we require an intermediary to make efforts to ensure that an investor who has made an investment commitment has actually reviewed the relevant issuer information? Why or why not? If so, how could we implement this?
  155. Instead of, or in addition to, requiring that intermediaries make issuer information available on their platforms, should we require that intermediaries deliver this information to investors? Why or why not? If so, should we specify a particular medium, such as email or a screen the investor must click through?
  156. Should we consider timeframes other than the minimum 21 days from the time an issuer offers securities on an intermediary's platform, during which the offering information should be made available?
  157. Should some or all of the issuer's offering materials be required to remain on an intermediary's platform after the close of an offering? Why or why not? If so, for how long?
  b. Investor Qualificationi. Compliance With Investment LimitationsSection 4(a)(6)(B) imposes certain limitations on the aggregate amount of securities that can be sold to an investor in reliance on Section 4(a)(6) during a 12-month period. Section 4A(a)(8) further imposes an obligation on intermediaries to ensure that no investor exceeds those limits. The proposed rules would implement this latter requirement by providing that, before permitting an investor to make an investment commitment on its platform, an intermediary must have a reasonable basis to believe that the investor satisfies the investment limitations under Section 4(a)(6)(B) and Regulation Crowdfunding. [414]
  Three commenters stated that it would be difficult for an intermediary to determine whether an investor has exceeded the investment limitations because an investor may not always use the same intermediary. [415] Another commenter stated that it is unclear how an intermediary will be able to verify the investment limits, unless the intermediary is permitted to rely upon an investor's representations regarding his or her prior crowdfunding investments. [416] Another commenter raised concerns that an investor may be able to establish multiple user accounts with a single intermediary and thereby exceed the maximum investment limit, despite the best efforts of the intermediary. [417] Another commenter suggested that each intermediary should be required to monitor investor activity only on its own platform. [418] The commenter further stated that before completing an investment through an intermediary, investors should be required to make representations to an intermediary regarding any investments made through another intermediary within the last year. Another commenter suggested that the Commission should permit intermediaries to create and use a centralized database for aggregate checks. [419]
  We recognize that it would be difficult for intermediaries to monitor or independently verify whether each investor remains within his or her investment limits for each particular offering in which he or she intends to participate. While the proposed rules would permit reliance on a centralized database providing information about particular investors, if it could help provide an intermediary with a reasonable basis for a conclusion, we understand that none currently exists. For these reasons, the proposed rules provide that an intermediary may rely on an investor's representations concerning compliance with investment limitation requirements based on the investor's annual income and net worth and the amount of the investor's other investments in securities sold in reliance on Section 4(a)(6) through other intermediaries. For example, an intermediary may choose to satisfy this requirement by providing a function on its platform that prompts investors to enter amounts of their annual income, net worth, and the amount of total investments made over the past 12 months on all intermediaries' platforms, that would then generate the amount of investment the investor would be permitted to make at that time pursuant to the investment limitations. The intermediary could not rely on an investor's representations if the intermediary had reason to question the reliability of the representation. In this regard, it would not be reasonable for an intermediary to ignore other investments made by an investor in securities sold in reliance on Section 4(a)(6) through an account with that intermediary or other information or facts about an investor within its possession.
  Request for Comment158. Is the proposed approach for establishing compliance with investment limits appropriate? Why or why not? Is there another approach that we should consider? Please explain.
  159. As mentioned above, we are proposing that an intermediary may rely on the representations of a potential investor. Is this an appropriate approach? Why or why not? Is there another approach we should consider? Please explain.
  160. Should we require an intermediary to avail itself of readily available information concerning investor limits, such as a centralized database containing information relating to whether particular investors were in compliance with the investment limits, should one become established? Why or why not?
  161. Should we require intermediaries to request other intermediary accounts that an investor may have before accepting an investment commitment? Why or why not?
  ii. Acknowledgement of RiskSection 4A(a)(4) requires an intermediary to ensure that each investor: (1) Reviews the educational materials discussed above; (2) positively affirms that the investor understands that he or she is risking the loss of the entire investment and that the investor could bear such a loss; and (3) answer questions demonstrating an understanding of the level of risk generally applicable to investments in startups, emerging businesses and small issuers, the risk of illiquidity and such other matters as the Commission determines appropriate. As discussed above, the proposed rules would require an intermediary to provide to investors certain educational materials in connection with the opening of an account. [420] The proposed rules would further require an intermediary, each time before accepting an investment commitment, to obtain from the investor a representation that the investor has reviewed the intermediary's educational materials, understands that the entire amount of his or her investment may be lost and is in a financial condition to bear the loss of the investment. [421] The intermediary also must ensure each time before accepting an investment commitment that each investor answers questions demonstrating the investor's understanding that there are restrictions on the investor's ability to cancel an investment commitment [422] and obtain a return of his or her investment, that it may be difficult for the investor to resell the securities, and that the investor should not invest any funds in a crowdfunding offering unless he or she can afford to lose the entire amount of his or her investment.
  A commenter requested guidance on the steps intermediaries must take to ensure that an investor understands the educational materials intermediaries are required to provide. [423] One commenter expressed concern that the requirements in Section 4A(a)(4) could be intimidating to potential investors and recommended that we require very short affirmations that could easily be understood. [424] Another commenter stated that the level of understanding that an investor can prove is too subjective to be useful and that an intermediary could not design a system to guarantee that an investor understands a disclosure. [425] We agree that it would not be possible for an intermediary to ensure that all investors understand the risk disclosure. The requirements of the proposed rules are intended to require intermediaries to provide investors with meaningful disclosures concerning the risks of any potential investment and obtain answers demonstrating an understanding of the required statutory elements. [426] The questionnaire required under the proposed rules should help to address concerns of commenters that Section 4A(a)(4) requires more than a mere self-certification. [427]
  One commenter requested that the Commission develop a model form of acknowledgment that intermediaries can use and retain to satisfy the requirements of Section 4A(a)(4). [428] Another commenter suggested that intermediaries should have flexibility to try different methods of obtaining this acknowledgement. [429] We are not proposing a model form of acknowledgement or questionnaire. Rather, the proposed rules would permit an intermediary to develop the representation and questionnaire in any format that is reasonably designed to demonstrate the investor's receipt of the information and compliance with the other requirements under the proposed rules. As with the educational material requirements, we believe that an intermediary's familiarity with its business and likely investor base would make it best able to determine the format in which to present the material required under the proposed rules. [430] As one commenter suggested, an intermediary could design a multiple choice quiz that would not permit an investor to successfully make an investment commitment until the investor has correctly answered a specific number of questions. [431] Other formats that could be used are questions that must be answered ''Yes'' or ''No,'' or ''True'' or ''False.'' Any format used must be reasonably designed to demonstrate receipt and understanding of the information. Thus, the requirements of proposed Rule 303(b) would not be satisfied if, for example, an intermediary were to pre-select answers for an investor. We propose to give intermediaries flexibility in how they fulfill this requirement because we do not want to foreclose viable alternatives. There are many ways, especially on a web-based system, to convey information to, and obtain effective acknowledgement from, investors.
  The proposed rules would require an intermediary to obtain an investor representation and completed questionnaire before accepting any investment commitment. Accordingly, the intermediary would be required to obtain these items each time an investor seeks to make an investment commitment. [432] This proposed requirement is intended to help ensure that investors engaging in transactions made in reliance on Section 4(a)(6) are fully informed and reminded of the risks associated with their particular investment before making any investment commitment.
  Another commenter suggested that intermediaries should be required to designate a key person who will bear the responsibility to ensure that all investors demonstrate an understanding of the level of risks applicable to investments. [433] We are not proposing this requirement at this time. Although Section 4A(a)(4) requires an intermediary to ensure that each investor positively affirms that he or she understands the risks of investing in securities sold in reliance on Section 4(a)(6), at this time, we believe that each intermediary should have flexibility to design its own compliance program in a manner that is effective for it in light of its business model, types of offerings and any other relevant considerations. [434]
  Request for Comment162. Should we require intermediaries to have investors acknowledge issuer-specific or security-specific risks as part of the transaction process? Why or why not? If so, to what extent?
  163. Are there considerations relating to investor acknowledgments we should take into account, other than those discussed above? Is the proposed requirement to obtain an acknowledgement as to investors' understanding of their ability to cancel investment commitments appropriate? Why or why not? Should we require acknowledgement of investors' understanding of any other matters? Why or why not? If so, which ones and why?
  164. Are there any matters apart from the risks identified above that we should require to be addressed in the investor acknowledgements? If so, which ones, and why? How should they be addressed?
  165. Should we provide a recommended form of questions and representations? Why or why not? If so, should the Commission provide the form as a starting point, and not a safe harbor, so that intermediaries can adapt the questions and representations to particular offerings? Why or why not?
  c. Communication ChannelsThe proposed rules would require an intermediary to provide, on its platform, channels through which investors can communicate with one another and with representatives of the issuer about offerings made available on the intermediary's platform, subject to certain conditions. [435] While the JOBS Act does not impose this requirement, we believe that Congress contemplated that there would be such a mechanism in place for offerings made in reliance on Section 4(a)(6). [436] Some commenters refer to communication channels as an integral part of crowdfunding. For example, one commenter suggested that intermediaries should provide a mechanism for communication between issuers and investors, without necessarily requiring the communication itself to take place. [437] Others have urged us to encourage dialogue among potential investors and issuers as a key component of the crowdfunding model, suggesting that it would contribute to low levels of fraud. [438] One commenter also maintained that there is value in allowing interested parties generally, such as experts and journalists, to participate in these discussions, as well as maintaining transparency regarding the identity of those participating in the discussions. [439]
  The communication channels we are proposing would provide a centralized and transparent means for members of the public that have opened an account with an intermediary to share their views about investment opportunities and to communicate with representatives of the issuer to better assess the issuer and investment opportunity. Also, though communications among investors could occur outside the intermediary's platform, communications by an investor with a crowdfunding issuer or its representatives about the terms of the offering would be required to occur through these channels, [440] on the single platform through which the offering is conducted. [441] This requirement should provide transparency and accountability, and thereby further the protection of investors.
  Under the proposed rules, an intermediary that is a funding portal would be prohibited from participating in any communications in these channels, apart from establishing guidelines for communication and removing abusive or potentially fraudulent communications. [442] For example, a funding portal could establish guidelines pertaining to the length or size of individual postings in the communication channels and could remove postings that include offensive or incendiary language. Intermediaries that are funding portals are prohibited from providing investment advice or recommendations. In contrast, intermediaries that are brokers may provide investment advice and recommendations, subject to certain conditions. [443]
  The proposed rules would require the intermediary to make the communications on the channels publicly available for viewing. For instance, an intermediary could not restrict viewing of the communications to only those investors who have opened accounts with it. We believe that this requirement is consistent with the concept of crowdfunding, as it provides transparent crowd discussions about a potential investment opportunity. The proposed rule would, however, require the intermediary to permit only those persons who have opened accounts with it to post comments. While we recognize that this requirement could narrow the range of views represented by excluding posts by anyone who has not opened an account with the intermediary, we believe that this proposed requirement would help to establish accountability for comments made in the communication channels. Among other things, the records required to be kept by intermediaries should help to track the origins of any abusive or potentially fraudulent comments made through the communication channels. Without this measure, we believe there could be greater risk of the communications including unfounded, potentially abusive, biased statements aimed unjustifiably to promote or discredit the issuer and improperly influence the investment decisions of members of the crowd.
  The proposed rules also would require any person posting a comment in the communication channels to clearly and prominently disclose with each posting whether he or she is a founder or an employee of an issuer engaging in promotional activities on behalf of the issuer, or is otherwise compensated, whether in the past or prospectively, to promote the issuer's offering. This disclosure would apply to officers, directors and other representatives of the issuer, and also would be required of an intermediary that is a broker or its associated persons. Although the statute requires issuers, but not intermediaries, to disclose compensation to promoters of an offering, we believe that intermediaries, as the hosts of the communication channels, would be well placed to take measures to ensure that promoters are clearly identified in their communication channels, in accordance with Section 4A(b)(3). [444] This requirement would be consistent with Section 4A(b)(3), which requires issuers to take steps required by the Commission and established by rule, to ensure disclosure of compensation or promotional activity ''upon each instance of such promotional communication.''
  Request for Comment166. Should we require intermediaries to provide communication channels, as proposed, on their platforms? Why or why not? If not, what other methods of communication could, or should, be used and why?
  167. Are the proposed conditions imposed on the requirement to provide communication channels appropriate? Why or why not? For example, should the communications on the channels be available for public viewing or participation? Why or why not? What other restrictions, if any, should communication channels be subject to, and why? For example, should we require more specific actions for intermediaries to take in order to ensure adequate disclosure of issuers' and promoters' communications? If so, what actions and why?
  168. Under the proposed rules, we limit the ability to post in the communication channels to only those persons who have opened accounts with the intermediaries and thereby identified themselves to the intermediaries. Is this restriction adequate? Why or why not? Would it be appropriate to permit anyone, including persons who have not identified themselves in any way, to post comments in intermediaries' communication channels? Why or why not?
  169. The proposed rules would require any person posting a comment in the communication channels to disclose with each posting whether he or she is a founder or an employee of an issuer engaging in promotional activities on behalf of the issuer, or is otherwise compensated, whether in the past or prospectively, to promote the issuer's offering. Should we impose this requirement on other types of persons as well, such as affiliates of the issuer, regardless of whether they are engaging in promotional activities? Why or why not?
  170. Should we require the intermediary to maintain the communication channels of its platform during the post-offering period, in order to permit communication between investors and the issuer after the offering has completed? Why or why not? If so, for how long after the offering is completed (e.g., for one month, for six months, for one year, or longer) should the intermediary be required to maintain the channels?
  d. Notice of Investment CommitmentThe proposed rules would require an intermediary, upon receipt of an investment commitment from an investor, to promptly give or send to the investor a notification disclosing: (1) The dollar amount of the investment commitment; (2) the price of the securities, if known; (3) the name of the issuer; and (4) the date and time by which the investor may cancel the investment commitment. [445] This notification would be required to be provided by email or other electronic media, and to be documented in accordance with applicable recordkeeping rules. [446] The proposed notification is intended, among other things, to provide the investor with a written record of the basic terms of the transaction, as well as a reminder regarding his or her ability to cancel the investment commitment.
  Request for Comment171. Would the notifications we are proposing to require be useful to investors? Why or why not? Should we provide further specificity as to when notice must be provided?
  172. Are there any other circumstances under which an investor should receive a notice? If so, under what other circumstances?
  e. Maintenance and Transmission of FundsSecurities Act Section 4A(a)(7) requires that an intermediary ''ensure that all offering proceeds are only provided to the issuer when the aggregate capital raised from all investors is equal to or greater than a target offering amount, . . . as the Commission shall, by rule, determine appropriate.'' The proposed rules would implement this provision and address the maintenance and protection of investor funds, pending completion of a transaction made in reliance on Section 4(a)(6). [447]
  The proposed rules would require an intermediary that is a registered broker to comply with established requirements in Exchange Act Rule 15c2-4 [448] for the maintenance and transmission of investor funds. [449] Application of Exchange Act Rule 15c2-4(b) to an intermediary that is a broker in the crowdfunding context, would require, in relevant part, that money or other consideration received is promptly deposited in a separate bank account, as agent or trustee for the persons who have the beneficial interest therein, until the appropriate event or contingency has occurred, and then the funds would be promptly transmitted or returned to the persons entitled thereto; or all such funds would be promptly transmitted to a bank, which has agreed in writing to hold such funds in escrow for the persons who have the beneficial interests therein and to transmit or return such funds directly to the persons entitled thereto when the appropriate event or contingency has occurred. Under Section 4A(a)(7), proceeds are to be transmitted to the issuer only if the target offering amount is met or exceeded. As explained in the adopting release to Rule 15c2-4, this rule was designed to prevent fraud ''either upon the person on whose behalf the distribution is being made or upon the customer to whom the payment is to be returned if the distribution is not completed.'' [450]
  The proposed rules would establish separate requirements for an intermediary that is a funding portal. [451] Because a funding portal cannot receive any funds, it would be required to direct investors to transmit money or other consideration directly to a qualified third party that has agreed in writing [452] to hold the funds for the benefit of the investors and the issuer and to promptly transmit or return the funds to the persons entitled to such funds. [453] The proposed rules would define ''qualified third party'' to mean a bank [454] that has agreed in writing either (i) to hold the funds in escrow for the persons who have the beneficial interests in the funds and to transmit or return the funds directly to the persons entitled to them when the appropriate event or contingency has occurred; or (ii) to establish a bank account (or accounts) for the exclusive benefit of investors and the issuer. We have chosen to specify that the qualified third party would be a bank because investors, as well as intermediaries and issuers, would then be afforded the protections of existing regulations that apply to banks, in particular those pertaining to the safeguarding of customer funds. [455]
  The proposed rules also would require an intermediary that is a funding portal to promptly direct transmission of funds from the qualified third party to the issuer when the aggregate amount of investment commitments from all investors is equal to or greater than the target amount of the offering and the cancellation period for each investor has expired, [456] but no earlier than 21 days after the date on which the intermediary makes publicly available on its platform the information required to be provided by the issuer such as information about the issuer and the offering pursuant to Rules 201 and 203(a) of proposed Regulation Crowdfunding. [457] We believe that this approach is consistent with the requirements in (1) Section 4A(a)(7) providing for the transfer of funds to an issuer when the issuer's target offering amount has been met, (2) Section 4A(a)(6) providing that issuer information be made available to investors for at least 21 days prior to the first day on which securities are sold in the offering, and (3) Section 4A(b)(1)(G) providing that investors must be allowed a reasonable opportunity to rescind their investment commitment. Under our proposed rules, an intermediary could permit a minimum-maximum offering, for example, in which the minimum would serve as the target offering amount. [458]
  The proposed rules also would require an intermediary that is a funding portal to promptly direct the return of funds to an investor when an investment commitment has been cancelled (including when there has been a failure to obtain effective reconfirmation when there has been a material change). [459] The proposed rules also would require an intermediary that is a funding portal promptly to direct the return of funds to investors when an issuer does not complete an offering. [460] This could occur if an issuer does not receive investment commitments that meet its minimum target amount during the offering period. There also may be other circumstances in which an issuer chooses to cancel its offering. [461]
  Some commenters suggested that investors should be able to transmit funds for an investment commitment through a mechanism such as those provided by Automated Clearing House (''ACH''), PayPal, Inc. or a linked bank account. [462] We are not proposing to limit or require a particular payment mechanism, so as to provide both intermediaries and investors with flexibility in the means of payment, but we note that under the statute and the proposed rules, an intermediary that is a funding portal may not hold, manage, possess or otherwise handle investor funds or securities. [463] One commenter urged us not to permit the use of credit cards to fund an investment because investors could claim charge-backs [464] after a security is sold. [465] Two commenters [466] advocated permitting the use of credit cards for certain types of crowdfunding offerings, with one noting that this payment method involves customary Internet disclosures on the part of the investor. [467] Again, we are not proposing to limit payment mechanisms, but we note that an intermediary could, in its discretion, decline to accept certain payment methods, such as credit cards, or accept them only in certain circumstances. [468]
  One commenter recommended that we prohibit purchases by an issuer or its officers, directors, control persons and other affiliates from counting toward meeting the target offering amount and obtaining a release of the funds held in escrow. [469] The commenter expressed concern that, without this prohibition, issuers that are unable to attract sufficient interest from unaffiliated investors could ''game'' the system by accepting affiliated investor funds in an offering that otherwise would have failed. We believe that this commenter's concern is reflected in the purpose and intent of the JOBS Act's crowdfunding provisions. In particular, we believe it would be contrary to the intent and purpose of the statute and the proposed rules to declare an offering ''sold'' on the basis of ''non-bona fide sales designed to create the appearance of a successful completion of the offering.'' [470] As we have said in other contexts, non-bona fide purchases would include ''purchases by the issuer through nominee accounts or purchases by persons whom the issuer has agreed to guarantee against loss.'' [471] Although we are not restricting directors and officers of an issuer from purchasing securities in an offering, we expect intermediaries to scrutinize any purchases by these individuals for ''red flags,'' such as repeated investment commitments and cancellations, that would indicate that the purchase was designed to create an impression that the offering has reached, or will reach, its target amount. [472]
  Several commenters urged us to adopt net capital standards for funding portals. [473] We are not proposing net capital standards for funding portals primarily because they are prohibited from handling, managing or possessing investor funds or securities. We believe that the requirements relating, in particular, to transmission of proceeds under the proposed rules would help ensure that investor funds are protected, without requiring funding portals to maintain net capital. We are, however, proposing to require funding portals to obtain fidelity bonds, as discussed below. [474]
  Request for Comment173. Are the proposed requirements for fund maintenance and transmission appropriate? Are there other types of custody arrangements that we should specifically permit? Why or why not? If so, what types of arrangements should we permit and how would they protect investor funds?
  174. Should we prohibit any variations of a contingency offering, like minimum-maximum offerings? Why or why not? Should we require that offerings made in reliance on Section 4(a)(6) be conducted on an ''all-or-none'' basis? Why or why not?
  175. Instead of a requirement to transmit funds ''promptly,'' as proposed, should we establish fixed deadlines for transmission, such as three business days? Why or why not?
  176. Should we expressly incorporate into the rules prior Commission, SRO and staff guidance regarding Exchange Act Rule 15c2-4 on, among other things: (1) The meaning of the phrase ''distribution''; [475] (2) the meaning of ''prompt transmittal''; [476] (3) the payment mechanics for escrow arrangements; [477] (4) ''receipt of offering proceeds'' in the context of payment by check; [478] (5) ''prompt deposit,'' as it applies to the use of segregated deposit accounts; and (6) specifics as to who could act as the ''agent or trustee'' maintaining the segregated deposit account? [479] Why or why not? Should any other specific guidance regarding Rule 15c2-4 be explicitly incorporated into the rules? Please explain.
  177. Should we expand the definition of ''qualified third party'' to include entities other than a bank? Why or why not? If so, which ones? Please explain how other entities could adequately safeguard customers' funds and securities?
  178. Should we require funding portals to maintain a certain amount of net capital? Why or why not? If so, what would be an appropriate amount, and how should that amount be determined?
  179. Should we require or prohibit certain methods of payments for the purchase of securities under Section 4(a)(6)? Why or why not? Are there any particular concerns raised by different methods? Would it depend upon whether a broker-dealer or funding portal is facilitating the transaction? Why or why not?
  f. Confirmation of TransactionThe proposed rules would require that an intermediary, at or before the completion of a transaction made pursuant to Section 4(a)(6), give or send to each investor a notification disclosing: (1) The date of the transaction; (2) the type of security that the investor is purchasing; (3) the identity, price and number of securities purchased by the investor, as well as the number of securities sold by the issuer in the transaction and the price(s) at which the securities were sold; (4) certain specified terms of the security, if it is a debt or callable security; and (5) the source and amount of any remuneration received or to be received by the intermediary in connection with the transaction, whether from the issuer or from other persons. [480] This notification would be required to be provided by email or other electronic media, and to be documented in accordance with applicable recordkeeping rules. [481] As the Commission has long stated, transaction confirmations serve an important and basic investor protection function by, among other things, conveying information and providing a reference document that allows investors to verify the terms of their transactions, acting as a safeguard against fraud and providing investors a means by which to evaluate the costs of their transactions. [482] Each of the transaction items of information proposed to be required is intended to assist investors in memorializing and assessing their transactions. The requirement for an intermediary to disclose to an investor the source and amount of any remuneration received or to be received should help to highlight potential conflicts of interest the intermediary may have.
  An intermediary that gives or sends to each investor the notification described above would be exempt from the requirements of Exchange Act Rule 10b-10 for the subject transaction. [483] The confirmation terms are similar to, but not as extensive as, those under Rule 10b-10. We believe that this difference is appropriate given the more limited scope of an intermediary's role in crowdfunding transactions. For example, Rule 10b-10 requires disclosure regarding such matters as payment for order flow, [484] riskless principal transactions, [485] payment of odd-lot differentials [486] and asset-backed securities. [487] These items generally would not be relevant to crowdfunding securities transactions or an intermediary's participation in such transactions, and their inclusion in a crowdfunding securities confirmation may be confusing to investors. We believe, therefore, that if an intermediary satisfies the notification requirements of the proposed rules, the intermediary would have provided investors with sufficient relevant information regarding the crowdfunding security, and so would not be required to meet the additional requirements of Rule 10b-10.
  Request for Comment180. Are the proposed items of disclosure appropriate? Should we require more or less disclosure? Please explain. Should the disclosure items differ from those in Rule 10b-10? Are there any proposed disclosures that should be modified or deleted? Why or why not? If so, what different items should be included and why? Should the proposed notification requirements be deemed to be satisfied if an intermediary complies with Rule 10b-10? Why or why not? If we take this approach, would this confuse investors?
  181. As mentioned above, we do not expect that investors would negotiate individualized compensation agreements with intermediaries in the crowdfunding context. Is this expectation appropriate? Why or why not? Should the proposed rules require disclosure of these arrangements, and if so, in a way that would be similar to or different from what is required under Rule 10b-10? Please explain.
  6. Completion of Offerings, Cancellations and ReconfirmationsSection 4A(a)(7) requires an intermediary to allow investors to cancel their commitments to invest as the Commission shall, by rule, determine appropriate. As discussed above, Section 4A(b)(1)(G) requires issuers to provide investors, ''prior to sale, . . . a reasonable opportunity to rescind the commitment to purchase the securities.''
  Commenters suggested a range of approaches to these statutory requirements. Some commenters favored a ''rolling'' rescission right, similar to the three business day rescission right provided in the Truth in Lending Act, [488] under which an investor could cancel an investment commitment within 24 [489] or 48 hours [490] of making the initial commitment. Other commenters suggested permitting investors to cancel their investment commitments at any time prior to a specified date. For example, one commenter recommended permitting investors to cancel a commitment for up to three days before the target date. [491] Another commenter suggested that an investor should be permitted to cancel a commitment until the moment that the target offering amount is reached, but not thereafter. [492] Another commenter recommended a ten-day window, after a target offering amount is met, during which investors could cancel a commitment to invest. [493] Another commenter recommended that an investor be permitted to cancel a commitment until the date the offering closes. [494] In contrast, one commenter recommended that an investor be permitted to cancel a commitment only if the offering fails to meet the target amount or for other limited purposes. [495]
  We believe that the principles underlying crowdfunding indicate that investors should have the full benefit of the views of other potential investors regarding offerings made in reliance on Section 4(a)(6), even after they have made investment commitments. [496] The proposed rules, therefore, would give investors an unconditional right to cancel an investment commitment for any reason until 48 hours prior to the deadline identified in the issuer's offering materials. [497] Under this approach, an investor could reconsider his or her investment decision with the benefit of the views of the crowd and other information, until the final 48 hours of the offering. Thereafter, an investor would not be able to cancel any investment commitments made within the final 48 hours (except in the event of a material change to the offering, as discussed below). We believe that the other approaches suggested by commenters, described above, could either terminate the cancellation right too early, so that investors would not be able to benefit from the views of the crowd and other information they obtain, or too late, so that the issuer would be subject to uncertainty as to whether it had met the target offering amount. We believe that the proposed rules strike an appropriate balance between giving investors the continuing benefit of the collective views of the crowd and then, if desired, to cancel their investment commitments, while providing issuers with certainty about their ability to close an offering at the end of the offering period.
  Pursuant to the proposed rules, if an issuer reaches the target offering amount prior to the deadline identified in its offering materials, it may close the offering once the target offering amount is reached, provided that: (1) The offering will have remained open for a minimum of 21 days; (2) the intermediary provides notice about the new offering deadline at least five business days prior to the new offering deadline; (3) investors are given the opportunity to reconsider their investment decision and to cancel their investment commitment until 48 hours prior to the new offering deadline; and (4) at the time of the new offering deadline, the issuer continues to meet or exceed the target offering amount. [498] We believe these conditions are appropriate, as they would result in adequate notice being provided to investors and are consistent with the statutory provisions that offering materials are made available for at least 21 days before any securities can be sold to an investor, [499] that proceeds be provided to the issuer only once the target offering amount has been met [500] and that investors are provided an opportunity to cancel their commitments. [501]
  If there is a material change to the terms of an offering [502] or to the information provided by the issuer regarding the offering, the proposed rules would require the intermediary to give or send to any potential investors who have made investment commitments notice of the material change, stating that the investor's investment commitment will be cancelled unless the investor reconfirms his or her commitment within five business days of receipt of the notice. [503] We recognize that complying with this requirement could result in certain offerings being extended beyond the offering period specified in the offering statement. If the investor fails to reconfirm his or her investment within those five business days, the proposed rules would require an intermediary, within five business days thereafter, to: (1) Provide or send the investor a notification disclosing that the investment commitment was cancelled, the reason for the cancellation and the refund amount that the investor should expect to receive; and (2) direct the refund of investor funds. We believe that when material changes arise during the course of an offering, an investor who had made a prior investment commitment should have a reasonable period during which to review the new information and to decide whether to invest. This notification would be required to be provided by email or other electronic media, and to be documented in accordance with applicable recordkeeping rules. [504]
  Finally, if an issuer does not complete an offering because the target is not reached or the issuer decides to terminate the offering, the proposed rules would require an intermediary, within five business days, to: (1) Give or send to each investor who had made an investment commitment a notification disclosing the cancellation of the offering, the reason for the cancelation, and the refund amount that the investor should expect to receive; (2) direct the refund of investor funds; and (3) prevent investors from making investment commitments with respect to that offering on its platform. [505] This notification would be required to be provided by email or other electronic media, and to be documented in accordance with applicable recordkeeping rules. [506]
  Request for Comment182. Are the proposed requirements for cancellations and notifications appropriate? Why or why not? Should investors be permitted to withdraw commitments at any time until the offering closes? Should investors be provided with additional time to cancel their commitments after the closing of the offering if the commitment was made within 48 hours of the offering deadline? Would some time period other than 48 hours be more appropriate? Do the proposed rules, whereby an investor cannot cancel commitments made within 48 hours of the offering deadline, strike the appropriate balance between (1) giving investors the ability to cancel commitments in light of new views expressed in the crowd and (2) providing issuers with certainty about their ability to close an offering by meeting the target offering amount? Please explain. What are the advantages and disadvantages of any alternative time period? Should no new investment commitments be permitted after a date that is two full business days prior to the beginning of the 48-hour period when investments are no longer cancellable? Why or why not?
  183. Should an investor be required to reconfirm his or her commitment to invest when a material change has occurred? Why or why not? Is the five business day period for reconfirmation after material changes appropriate? Would another time period be more appropriate? If so, what time period and why?
  184. The proposed rules provide a mechanism by which existing disclosure materials can be modified in the event of a material change, with the original offering remaining open. Should the proposed rules require that an offering be cancelled in the event of a material change, and then, if the issuer desires, reopened in a new offering that includes the revised disclosure? Why or why not?
  185. Are there any other circumstances under which an investor should receive a notification? If so, under what other circumstances? Should we provide further specificity on when notifications must be provided?
  186. Under the proposed rules, in the event of a cancellation an intermediary would be required to provide a notice to prospective investors within five business days. Is this requirement appropriate? Should the time period be longer or shorter, such as 3 business days or 10 business days? Why or why not? Should we include any other notification requirements in the event an offering is canceled? If so, what requirement should we include and why?
  7. Payments to Third PartiesSection 4A(a)(10) provides that an intermediary in a transaction made in reliance on Section 4(a)(6) shall not compensate ''promoters, finders, or lead generators for providing the broker or funding portal with the personal identifying information of any potential investor.''
  One commenter noted that the terms ''promoters,'' ''finders'' and ''lead generators'' are not defined in the statute. [507] The commenter also expressed concern that promoters, finders and lead generators could provide a broker or funding portal with potential investors' personally identifiable information as long as the broker or funding portal did not directly compensate them. [508]
  Another commenter stated that ''personal identifying information'' should be clearly defined. [509] While agreeing that funding portals should not be permitted to compensate third parties for personally identifiable information of potential investors, the commenter asserted that funding portals, but not registered brokers, should be allowed to compensate promoters, finders or lead generators for directing potential issuers or investors to view either the portal itself or specific offerings. [510] The commenter further stated that revenue sharing arrangements should not be restricted when these relationships are not promoter-, finder- or lead generator-based. [511]
  The proposed rules would broadly prohibit an intermediary from compensating any person for providing it with the personally identifiable information of any investor or potential investor. [512] The term ''personally identifiable information'' would be defined to mean any information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual. [513] Personally identifiable information could include, for example, any information, such as name, social security number, date or place of birth, mother's maiden name or biometric records, that can be used to identify an individual, as well as any other information that is linked directly to an individual, such as financial, employment, educational or medical information. We believe that any person compensated for providing the personally identifiable information of potential investors would be acting as a promoter, finder or lead generator within the meaning of Section 4A(a)(10). Thus, the proposed rules would prohibit compensation broadly to ''any person.''
  The proposed rules would, however, permit an intermediary to compensate a person for directing issuers or potential investors to the intermediary's platform if (1) the person does not provide the intermediary with the personally identifiable information of any potential investor, and (2) the compensation, unless it is paid to a registered broker or dealer, is not based, directly or indirectly, on the purchase or sale of a security offered in reliance on Section 4(a)(6) on or through the intermediary's platform. [514] The proposed rules would not permit a funding portal to compensate third parties by commission or other transaction-based compensation unless that third party is a registered broker or dealer and thereby subject to an established regulatory and oversight regime that provides important safeguards to investors. We believe that the prohibition on transaction-based compensation in the proposed rules would help to remove the incentive for high-pressure sales tactics and other abusive practices. [515] Under the proposed rules, an intermediary could pay a person a flat fixed fee [516] to direct other persons to the intermediary's platform through, for example, hyperlinks or search term results, if the intermediary received no personally identifiable information. Although the statute is clear that an intermediary cannot pay for the personally identifiable information of potential investors, we do not believe Congress intended to disrupt current practices, such as paying for advertising based on Internet search rankings. It would be acceptable under the proposed rules, therefore, for an intermediary to make payments to advertise its existence, provided that in doing so, it does not pay for the personally identifiable information of investors or potential investors. [517]
  Request for Comment187. Should we permit an intermediary to compensate a third party for directing potential investors to the intermediary's platform under the limited circumstances described above? Why or why not? Should any disclosures be required? Why or why not? Please identify reasonable alternatives to this approach, if any.
  188. What other concerns may be relevant in the context of third parties referring others to intermediaries, and how could they be addressed? For example, should compensation be limited in some additional way? Please explain.
  D. Additional Requirements on Funding Portals1. Registration Requirementa. GenerallySecurities Act Section 4A(a)(1) requires that an intermediary facilitating a transaction made in reliance on Section 4(a)(6) register with the Commission as a broker or a funding portal. The statute does not, however, prescribe the manner in which a funding portal would register with the Commission. [518] Securities Act Section 4A(a)(12) requires intermediaries to comply with requirements as the Commission may, by rule, prescribe for the protection of investors and in the public interest. Exchange Act Section 3(h)(1)(C) also permits us to impose, as part of our authority to exempt funding portals from broker registration, ''such other requirements under [the Exchange Act] as the Commission determines appropriate.''
  Some commenters asked specifically for clarification on the nature of a funding portal's registration requirements. [519] One commenter suggested that we permit a funding portal to have multiple intermediary Web sites under a single registration application. [520] The commenter argued that this will permit a registered funding portal to offer issuers the opportunity to offer their securities on a funding portal Web site that is specific as to parameters such as industry, geography, community and affinity group, which would result in a better organized market for both issuers and investors.
  One commenter asked us to consider the creation of a ''Registered Portal-Check,'' similar to the BrokerCheck system maintained by FINRA, to provide greater transparency to participants in Section 4(a)(6) transactions. [521] Another commenter asked us to require that funding portals, like issuers engaged in crowdfunding transactions in reliance on Section 4(a)(6), be organized under and subject to the laws of a State or territory of the United States or the District of Columbia. [522]
  We are proposing to establish a streamlined registration process under which a funding portal would register with the Commission by filing a form with information consistent with, but less extensive than, the information required for broker-dealers on Form BD. [523] Under the proposed rules, a funding portal would register by completing a Form Funding Portal, which includes information concerning the funding portal's principal place of business, its legal organization and its disciplinary history, if any; business activities, including the types of compensation the funding portal would receive; control affiliates of the funding portal and disclosure of their disciplinary history, if any; FINRA membership or membership with any other registered national securities association; and the funding portal's Web site address(es) or other means of access. [524] We also are proposing, as discussed in greater detail below, not to permit nonresident entities to register as funding portals unless they comply with certain conditions designed to provide the Commission and FINRA (or any other registered national securities association) with appropriate tools for supervising such entities.
  The funding portal's registration would become effective the later of: (1) 30 calendar days after the date that the registration is received by the Commission; or (2) the date the funding portal is approved for membership in FINRA or any other registered national securities association. This approach is intended to help ensure that a funding portal is subject to regulation by the Commission and FINRA or any other national securities association before it can engage in business with the public.
  We also are proposing to require a funding portal to file an amendment to Form Funding Portal within 30 days of any of the information previously submitted on Form Funding Portal becoming inaccurate for any reason. [525]
  The proposed rules would permit a funding portal that succeeds to and continues the business of a registered funding portal to also succeed to the registration of the predecessor on Form Funding Portal. [526] The registration would be deemed to remain effective as the registration of the successor, if the successor, within 30 days after such succession, files a registration on Form Funding Portal and the predecessor files a withdrawal on Form Funding Portal. [527] The rule would further provide that, if succession is based solely on a change of the predecessor's date or state of incorporation, form of organization or composition of a partnership, the successor may, within 30 days after the succession, amend the notice registration of the predecessor on Form Funding Portal to reflect these changes. Form Funding Portal would require the successor to provide certain information, such as the name and Commission file number of the predecessor. The successor also would be required to briefly describe details of the succession, including any assets or liabilities not assumed by the successor.
  The proposed rules are intended to provide an efficient registration mechanism for a person that becomes a successor to a funding portal. [528] The provisions on succession are intended to be used only when there is a direct and substantial business nexus between the predecessor and the successor. [529] The proposed rules would not be designed for use by a funding portal in order to sell its registration, eliminate substantial liabilities, spin off personnel or facilitate the transfer of a ''shell'' organization that does not conduct a funding portal business. To require that there be a legitimate connection between the predecessor and the successor, the instructions to the proposed Form Funding Portal would limit the term ''successor'' to an entity that assumes or acquires substantially all of the assets and liabilities of the predecessor funding portal's business. In addition, the proposed rule would not apply where the predecessor funding portal intends to continue to engage in funding portal activities. [530]
  In certain circumstances, the proposed rule would allow the successor to file an amendment to the predecessor's Form Funding Portal. Successions by amendment would be limited to those successions that result from a formal change in the structure or legal status of the funding portal but do not result in a change in control. [531] Assuming that there is no change in control, succession by amendment would be available for changes in the form of organization, in legal status and in composition of a partnership.
  In all other successions, the successor would be able to operate under the registration of the predecessor for a limited period of time only if it files its own completed application for registration on Form Funding Portal within 30 days after such succession. Examples of the types of successions that would require this type of application filing would include, but not be limited to, acquisitions and consolidations.
  The proposed rules would require a funding portal to promptly file a withdrawal of registration on Form Funding Portal upon ceasing to operate as a funding portal. [532] The withdrawal would be effective on the later of 30 days after receipt by the Commission, after the funding portal is no longer operational, within such longer period of time as to which the funding portal consents or within such period of time as to which the Commission, by order, may determine as necessary or appropriate in the public interest or for the protection of investors. [533] This delaying provision would provide time to evaluate whether a withdrawal is the result of a legitimate winding down of a funding portal's business or whether there are additional factors to consider in connection with the funding portal's withdrawal that are relevant to the protection of investors. Based on such information, we would determine whether any actions, including enforcement proceedings, should be taken against the withdrawing funding portal.
  The proposed rules [534] provide that each application for registration, amendment thereto, successor registration or withdrawal would be considered filed when a complete Form Funding Portal is submitted with the Commission or its designee. The proposed rules also require duplicate originals of the application to be filed with surveillance personnel designated by the registered national securities association of which the funding portal is a member.
  Under the approach to registration that we are proposing, and as described by the requirements of proposed Form Funding Portal (discussed below), a funding portal would be able to operate multiple Web site addresses under a single funding portal registration, provided the funding portal discloses on Form Funding Portal all the Web sites and names under which it does business. Allowing for multiple Web site addresses might allow a funding portal to customize each address to fit its specific needs, such as appealing to certain industries or investors while reducing regulatory costs. We recognize that permitting multiple Web site addresses by a single registrant could result in investors being confused about the identity of the registrant. We believe, however, that the potential for confusion is justified by the value of the additional flexibility afforded to intermediaries. [535]
  One commenter requested that we implement a system similar to the BrokerCheck system operated by FINRA for registered funding portals. [536] We are not proposing that the Commission create such a system at this time because, as discussed below, the information in a funding portal's completed Form Funding Portal would be available for public viewing through the Commission's Web site or other such electronic system, as determined by the Commission in the future, subject to the redaction of certain personally identifiable information, or other information with a significant potential for misuse, of the contact person(s) or other identified individuals of the funding portal.
  Request for Comment189. Is the proposed method for registration appropriate? Why or why not? Are there methods that would be less burdensome to potential funding portals while not impairing investor protection? If so, what are those methods?
  190. Should we impose other restrictions or prohibitions on affiliations of the funding portal, such as affiliation with a registered broker-dealer or registered transfer agent? If so, what are they and why?
  191. Should the Commission, as proposed, permit a funding portal to have multiple intermediary Web sites under a single registration application? Why or why not?
  b. Form Funding PortalA funding portal seeking to register with the Commission would need to file a completed Form Funding Portal with the Commission. [537] We propose to make a blank Form Funding Portal available through the Commission's Web site or such other electronic database, as determined by the Commission in the future.
  To access the registration system and enter information on Form Funding Portal, a funding portal would have to first establish an account and obtain credentials (i.e., username and password). We propose that an applicant would need to fill out general user information fields, including name, address, phone number, email address, organization name and employer identification number, and user account information (i.e., username and password), and select and answer a security question. Once accepted by the registration system, the applicant would receive an email notification that the account has been established, and the applicant would be able to access and complete Form Funding Portal. We anticipate that applicants ordinarily would obtain access credentials the same day that they are requested.
  In order to complete Form Funding Portal, a funding portal would be required to check a box indicating the purpose for which the funding portal is filing the form:
  To register as a funding portal with the Commission, through an initial application;to amend any part of the funding portal's most recent Form Funding Portal, including a successor registration; orto withdraw from registration as a funding portal with the Commission.If the funding portal is submitting an amendment or withdrawing from registration, it also would be necessary to provide the Commission file number assigned to the funding portal at the time of its initial application to register. This information would be used to cross-reference amendments and withdrawals to the original registration, thus allowing Form Funding Portal to be used for the initial application to register, amendments to registration and withdrawal from registration.
  We intend proposed Form Funding Portal to be a streamlined version of Form BD. We believe Form BD is an appropriate model for Form Funding Portal, because funding portals are limited purpose brokers that are conditionally exempt from registration as broker-dealers. There are certain questions on Form BD that we believe are not applicable to funding portals. For example, a funding portal is prohibited from holding or maintaining customer funds or securities; therefore, proposed Form Funding Portal, unlike Form BD, does not include any questions about holding customer funds and securities. Funding portals also are restricted in their activities in ways that broker-dealers are not; thus, proposed Form Funding Portal includes particular questions that address these differences. For example, because a funding portal is prohibited from holding and maintaining customer funds, proposed Form Funding Portal would request information about a funding portal's escrow arrangements. As funding portals also are subject to certain compensation restrictions, Form Funding Portal would require a description of the funding portal's compensation arrangements.
  Form Funding Portal seeks to strike a balance between efficiency in completing the form and requesting sufficient information from funding portals. The proposed form consists of eight sections, including items related to: identifying information, form of organization, successions, control persons, disclosure information, non-securities related business, escrow, and compensation arrangements, and withdrawal. These items would require an applicant to provide certain basic identifying and contact information concerning its business; list its direct owners and executives; identify persons that directly or indirectly control the funding portal, control the management or policies of the funding portal and persons the funding portal controls; and supply information about its litigation and disciplinary history and the litigation and disciplinary history of its associated persons. [538] In addition, an applicant would be required to describe any non-securities related business activities and supply information about its escrow arrangements, compensation arrangements with issuers and fidelity bond. [539] Upon a filing to withdraw from registration, a funding portal would be required to provide certain books and records information. In addition, as discussed in detail below, [540] applicants that are incorporated in or organized under the laws of a jurisdiction outside of the United States or its territories, or whose principal place of business is not in the United States or its territories, would be required to complete Schedule C to Form Funding Portal, which requires information about the applicant's arrangements to have an agent for service of process in the United States, as well as an opinion of counsel addressing the ability of the applicant to provide the Commission and the national securities association of which it is a member with prompt access to its books and records and to submit to onsite inspection and examination by the Commission and the national securities association.
  We propose that a person duly authorized to bind the funding portal be required to sign Form Funding Portal in order to execute the documents. [541] A person executing Form Funding Portal and Schedule C (if applicable) would be required to represent that the person has executed the form on behalf of, and is duly authorized to bind, the funding portal; the information and statements contained in the form and other information filed are current, true and complete; and if the person is filing an amendment, to the extent that any information previously submitted is not amended, such information is currently accurate and complete. [542] The funding portal also would be required to consent that service of any civil action brought by, or notice of any proceeding before, the Commission or any national securities association of which it is a member, in connection with the funding portal's investment-related business, may be given by registered or certified mail to the funding portal's contact person at the main address, or mailing address, on the form. [543]
  We believe that this information is important for our oversight of funding portals, including, among other things, assessing a funding portal's application and performing examinations of funding portals, and that it is pertinent to investors and issuers. We propose to make all current Forms Funding Portal, including amendments and registration withdrawal requests, immediately accessible and searchable by the public, with the exception of certain personally identifiable information or other information with significant potential for misuse (including the contact employee's direct phone number and email address and any IRS Employer Identification Number, social security number, date of birth, or any other similar information). [544] Making these documents publicly available and searchable would enhance transparency of the registration process and the funding portal industry as it develops, while the limited redactions would appropriately protect the privacy of the individuals involved.
  Request for Comment192. What type of web-based registration should the Commission use for accessing Form Funding Portal? Would a system like EDGAR be appropriate, or would a different type of system be preferable? Why?
  193. Should we consider alternatives to creating a new form for funding portal registration? Should we amend the existing Form BD to provide for funding portal registration? Why or why not? Which questions on Form BD would be relevant to funding portals and why? Are there other questions we should include for funding portals that are not on the proposed Form Funding Portal or in existing Form BD? If so, which questions and why?
  194. Are there types of information (other than personally identifiable information) required by proposed Form Funding Portal that should not be made readily accessible to the public? If so, what types of information and why?
  195. Should we require the identifying and contact information requested on Form Funding Portal, or should it be modified in any way? Should additional information be required? If so, which information and why?
  196. Are the proposed disclosures in Form Funding Portal unduly burdensome? Are there certain requirements that should be eliminated or modified? Which requirements and why? Would such changes be consistent with investor protection?
  197. Should proposed Form Funding Portal be modified to request from funding portals a narrative description of their compliance programs and due diligence procedures with respect to issues? Would some other form of reporting be more useful? Why or why not?
  198. Are the proposed representations required of a person who executes Form Funding Portal appropriate? Should the Commission require attestations? If so, from whom?
  199. Should we require any other information from a funding portal that is withdrawing from registration?
  c. Fidelity BondThe proposed rules would require, as a condition of registration, that a funding portal have in place, and thereafter maintain for the duration of such registration, a fidelity bond [545] that: (1) Has a minimum coverage of $100,000; (2) covers any associated person of the funding portal unless otherwise excepted in the rules set forth by FINRA or any other registered national securities association of which it is a member; and (3) meets any other applicable requirements, as set forth by FINRA or any other registered national securities association of which it is a member. [546]
  Although not mandated by the statute, we believe that a fidelity bond requirement would help insure against the loss of investor funds that might occur if, for example, a funding portal were to violate the prohibition set forth in Section 304(b) of the JOBS Act on holding, managing, possessing or otherwise handling investor funds or securities. This is a meaningful protection because funding portals would not be members of the Securities Investor Protection Corporation (''SIPC''). If a firm is a SIPC member and goes out of business, then the cash and securities held for each customer by that firm are generally protected up to $500,000, including a $250,000 limit for cash. [547] Because funding portals are non-SIPC members, [548] funding portal customers would not receive this SIPC protection. Furthermore, given that we are not proposing to require, pursuant to our discretionary authority, that funding portals be subject to minimum net capital requirements, a fidelity bond would provide a single layer of protection, in the event of such losses. While the proposed rule imposes this requirement as a condition to registration, we anticipate that, like the fidelity bond requirement registered broker-dealers are currently subject to pursuant to SRO rules, specific requirements of the fidelity bond for funding portals would be set forth in rules of FINRA or any other registered national securities association. In recognition of the limits on the amounts investors may invest, and the amounts issuers may raise, through crowdfunding, as provided in Section 4(a)(6), we propose to require that funding portals' fidelity bonds have an amount of coverage that is equivalent to the minimum amount of coverage registered broker-dealers are required to have under FINRA Rule 4360, which is $100,000. [549] Furthermore, we believe that fidelity bond coverage would be most effective if it covers actions by not only the funding portal entity, but also all of its associated persons.
  Request for Comment200. Is it appropriate for us to require a funding portal to have a fidelity bond? Why or why not?
  201. With respect to the fidelity bond requirement, is the proposed coverage of $100,000 appropriate for funding portals? If not, what other amount or formula for calculating the required amount would be more appropriate and why?
  202. Is it appropriate to require the fidelity bond to cover associated persons of the funding portal? Why or why not?
  203. Are there other specific terms of a fidelity bond that we should consider requiring? If so, what terms and why?
  204. Apart from requiring a funding portal to have a fidelity bond, is there some other requirement that could be imposed on funding portals, like insurance or something similar to SIPC, which would further protect investors? If so, what type of requirement and why?
  d. Requirements for Nonresident Funding PortalsAlthough there is no statutory requirement that funding portals be domestic entities, we are mindful of our ability to effectively oversee this new category of registrants'--as well as more generally the development of the new crowdfunding market and role of intermediaries in that market'--given the greater challenges entailed in supervising, examining, and enforcing the requirements that would be applicable to activities of intermediaries based outside the United States. [550] At the same time, we recognize that the use of funding portals located outside the United States could provide more choices for U.S. issuers seeking to engage an intermediary to facilitate a crowdfunding offering, and potentially expand those issuers' access to investors located abroad. In seeking to strike an appropriate balance among these considerations, we propose not to permit nonresident entities to register as funding portals unless they comply with certain conditions designed to provide the Commission and FINRA (or any other registered national securities association) with appropriate tools for supervising such entities.
  Under the proposed rules, registration pursuant to Rule 400 of Regulation Crowdfunding by a nonresident funding portal (a funding portal incorporated in or organized under the laws of any jurisdiction outside of the United States or its territories, or having its principal place of business outside the United States or its territories) [551] would be first conditioned upon there being an information sharing arrangement in place between the Commission and the competent regulator in the jurisdiction under the laws of which the nonresident funding portal is organized or where it has its principal place of business that is applicable to the nonresident funding portal. The proposed rules would further require a nonresident funding portal to (1) obtain a written consent and power of attorney appointing an agent for service of process in the United States (other than the Commission or a Commission member, official or employee), upon whom may be served any process, pleadings, or other papers in any action; (2) furnish the Commission with the name and address of its agent for services of process on Schedule C of Form Funding Portal; (3) certify that it can, as a matter of law, provide the Commission and any national securities association of which it is a member with prompt access to its books and records and can, as a matter of law, submit to onsite inspection and examination by the Commission; and (4) provide the Commission with an opinion of counsel and certify on Schedule C on Form Funding Portal that the firm can, as a matter of law, provide the Commission and such national securities association with prompt access to its books and records and can, as a matter of law, submit to onsite inspection and examination by the Commission and the national securities association. [552]
  In general, the requirements for nonresident funding portals that we are proposing are consistent with those we have proposed for other nonresident entities subject to our regulation. [553] These requirements aim to ensure that funding portals that are not based in the United States, or that are subject to laws other than those of the United States, would nevertheless be accessible to us and other relevant regulators for purposes of accessing the books and records of, conducting examinations and inspections of, and enforcing U.S. laws and regulations with respect to, these entities.
  Requirements for a nonresident funding portal to obtain an agent for service of process in the United States, and to furnish the Commission with the name and address of this agent, are important to facilitate enforcement of the federal securities laws and the rules thereunder by the Commission and others (e.g., the U.S. Department of Justice and any other agency or entity with law enforcement authority). The proposed rules also would require a registered nonresident funding portal to promptly appoint a successor agent if it discharges its identified agent for service of process or if its agent for service of process is unwilling or unable to accept service on its behalf. A registered funding portal must promptly amend Schedule C to its Form Funding Portal if its agent, or the agent's name or address, changes. Finally, the proposed rules would require the registered nonresident funding portal to maintain, as part of its books and records, the agreement with the agent for service of process for at least three years after termination of the agreement.
  The proposed rules would require that each nonresident funding portal provide an opinion of counsel and certify, as a matter of law, that it can provide the Commission, and the national securities association of which it is a member, with prompt access to its books and records and submit to onsite inspections and examinations. We believe that this proposed certification and supporting opinion of counsel are important to confirm that each nonresident funding portal is in the position to provide the Commission and the national securities association with information that is necessary for us and the national securities association to effectively fulfill our regulatory oversight responsibilities. [554] Commenters have previously brought to our attention that it may conflict with the laws of certain jurisdictions to provide such an opinion. [555] Failure to make this certification or provide an opinion of counsel would provide a basis to deny an application for registration.
  The requirement for an information sharing agreement is designed to provide the Commission greater assurance that it will be able to obtain the information about a nonresident funding portal necessary for the Commission's oversight of the nonresident funding portal. The home country regulator may possess information concerning, for example, the funding portal's affiliations, contractual relationships with issuers, and the nature and extent of measures taken to protect investors. In this context, particularly in the event that evidence arises of potential fraudulent or other unlawful activity by a nonresident funding portal, the ability to obtain information and secure the cooperation of the home country regulator according to established practices and protocols should help to address the increased challenges that may arise from oversight of entities located outside the United States.
  A registered nonresident funding portal also would be required to re-certify, on Schedule C to Form Funding Portal, within 90 days after any relevant changes in its legal or regulatory framework, and provide a revised opinion of counsel confirming that, as a matter of law, the entity will continue to meet its obligations to provide the Commission and the national securities association with prompt access to its books and records and to be subject to inspection and examination. Failure to make this certification or provide an opinion of counsel may be a basis for the Commission to revoke the nonresident funding portal's registration.
  Request for Comment205. Is the term nonresident funding portal defined appropriately? If not, how should it be modified? Please explain.
  206. Should the Commission impose additional or different conditions for nonresident funding portals than those proposed? If so, what conditions, and why? Should any be eliminated? Why or why not? What effect might such conditions have on the development of the industry and the market, and on issuers and investors? Please explain.
  207. If, as a matter of law, it would be impossible or impractical for a nonresident funding portal to obtain the required opinion of counsel, what other actions or requirements could address our concern that we and the national securities association would be able to have direct access to books and records and adequately examine and inspect the funding portal?
  208. Should any of the proposed requirements be more specific? For example, should only certain types of entities (such as law firms) be allowed to act as U.S. agents for service of process? Please explain.
  209. Should a nonresident funding portal be required to appoint a U.S. agent for purposes of all potential legal proceedings, including those from nongovernmental entities? Why or why not?
  210. Should we require the opinion of counsel if it might contradict the laws of a jurisdiction where an intermediary is incorporated? Why or why not? If not, should we impose an alternative requirement?
  211. Should we specify that the opinion of counsel contain any additional information? For instance, should we require the opinion to reference the applicable local law or, in the case of an amendment, the manner in which the local law was amended? Please explain.
  2. Exemption From Broker-Dealer RegistrationExchange Act Section 3(h)(1) directs the Commission to exempt, conditionally or unconditionally, a registered funding portal from the requirement to register as a broker or dealer under Exchange Act Section 15(a), provided that the funding portal: (1) Remains subject to the examination, enforcement and other rulemaking authority of the Commission; (2) is a member of a registered national securities association; and (3) is subject to other requirements that the Commission determines appropriate. The proposed rules would exempt a registered funding portal from the broker registration requirements of Exchange Act Section 15(a)(1), in connection with its activities as a funding portal. [556]
  But for the exemption from registration Congress directed, a funding portal would be required to register as a broker under the Exchange Act. [557] The obligations imposed under the JOBS Act on an entity acting as an intermediary in a crowdfunding transaction would bring that entity within the definition of ''broker'' under Exchange Act Section 3(a)(4). A funding portal would be ''effecting transactions in securities for the account of others'' by, among other things, ensuring that investors comply with the conditions of Securities Act Section 4A(a)(4) and (8), making the securities available for purchase through the funding portal, and ensuring the proper transfer of funds and securities as required by Securities Act Section 4A(a)(7). [558] In addition, a funding portal's receipt of compensation linked to the successful completion of the offering also would be indicative of acting as a broker in connection with these transactions.
  Pursuant to Exchange Act Section 3(h)(1), as stated above, we are proposing rules that would exempt an intermediary that is registered as a funding portal from the requirement to register as a broker-dealer under Exchange Act 15(a)(1). Consistent with the JOBS Act, the funding portal would remain subject to the full range of our examination and enforcement authority. [559] In this regard, the proposed rules would require that a funding portal permit the examination and inspection of all of its business and business operations that relate to its activities as a funding portal, such as its premises, systems, platforms and records, by representatives of the Commission, and of the national securities association of which it is a member. [560] The proposed rules also would impose certain recordkeeping requirements. [561]
  The proposed rules would provide that, notwithstanding this exemption from broker registration, for purposes of Chapter X of Title 31 of the Code of Federal Regulations, a funding portal would be deemed to be ''required to be registered'' as a broker with the Commission under the Exchange Act, thereby requiring funding portals to comply with Chapter X, including certain anti-money laundering (''AML'') provisions thereunder. [562]
  Request for Comment212. Is the proposed exemption for funding portals from broker registration appropriate? Why or why not?
  213. Should the exemption be conditioned on the funding portal remaining in compliance with Subpart D of the proposed rules? Why or why not?
  214. Is it appropriate to propose to require funding portals to comply with the same requirements for purposes of Chapter X of Title 31 of the Code of Federal Regulations as imposed on a person required to be registered as a broker or a dealer? Why or why not?
  215. Should the proposed exemption from broker registration be conditioned upon a funding portal's compliance with applicable Subpart C and D rules of proposed Regulation Crowdfunding? Why or why not? Should the failure to comply with certain requirements cause a funding portal to lose its exemption? If so, which requirements and why? Under what circumstances should the Commission consider revoking the exemption of a funding portal that fails to comply with these requirements?
  3. Safe Harbor for Certain ActivitiesExchange Act Section 3(a)(80) provides that a funding portal may not offer investment advice or make recommendations; solicit purchases, sales or offers to buy the securities offered or displayed on its platform or portal; compensate employees, agents or other persons for such solicitation or based on the sale of securities displayed or referenced on its platform or portal; hold, manage, possess or otherwise handle investor funds or securities; or engage in such other activities as the Commission, by rule, determines appropriate.
  We received a number of comments concerning the scope and definition of permissible activities for a funding portal. A number of commenters sought guidance on services they might be permitted to provide consistent with the prohibition on offering investment advice or recommendations. [563] We also received comments seeking clarification about the prohibitions on funding portals soliciting investors and handling funds and securities. [564]
  One commenter asked us to clarify what activities would constitute prohibited investment advice and suggested that the Commission should establish ''bright lines'' that would make it clear how a funding portal can avoid being viewed as giving prohibited investment advice. [565] This commenter and others provided numerous examples of potential funding portal activities, including:
  Advising issuers on the structure and contents of their offerings; [566]providing access to the portal's platform to certain issuers and rejecting or removing others, based on criteria such as the ''type'' or ''market characteristics'' of the offerings (e.g., film production securities, women- or minority-owned businesses or businesses in specific geographical areas); [567]removing an offering before the end of the offering period for lack of investor interest; [568]removing an issuer for failing to provide documents responsive to the funding portal's due diligence or qualification standards, including standards other than those established by our rules, [569] or the portal's belief that an offering or the issuer may be fraudulent or abusive; [570]highlighting, or otherwise making more prominent, the offering(s) of one or more issuers; [571]organizing issuers listed on the funding portal's platform into groups based on the funding portal's view of the riskiness of the investment; [572]providing information management tools (i.e., search functions and automatic notification mechanisms) on the funding portal's platform; [573]providing a ''valuation framework'' that could guide investors in determining a fair valuation for securities listed on the funding portal's platform, while also creating a ''negotiation space'' for an issuer and its potential investors; [574] andhosting on the funding portal's platform:'—‹ third-party market and news updates; [575]
  '—‹ third-party opinions (including those of investors) on message boards and other information exchanges moderated by the funding portal; [576] or
  '—‹ judgments about issuers made by a funding portal or its vendors or partners. [577]
  With regard to the prohibition on solicitation, one commenter noted that the mere act of having a web platform available to the public on which issuers can list their offerings could be viewed as impermissible solicitation. [578] Another commenter asked whether funding portals would be permitted to compensate employees and agents to solicit issuers by commission, referral fee or otherwise. [579] Another commenter asked that we preserve the ability of funding portals to pay for search listings or advertisements in online social networks. [580]
  Commenters requested that we identify the kinds of third parties that could hold, manage, possess or otherwise handle investor funds and securities in connection with an offering made in reliance on Section 4(a)(6). [581] One commenter stated that a fiduciary would likely hold the funds for disposition as instructed by the funding portal and asked whether this instruction would constitute an impermissible handling of the funds. [582] Another commenter stated that an intermediary should be authorized by the issuer and investors to operate as an escrow agent to facilitate transactions. [583] One commenter asserted that funding portals need the ability to temporarily hold customer funds to properly clear and settle a securities transaction. [584] The commenter further contended that, to ensure issuers are not overwhelmed with thousands of new shareholders, intermediaries, including funding portals, should be able to act as nominees of the investors who are the beneficial owners of the securities.
  In light of these questions and comments, we are proposing to provide a non-exclusive, conditional safe harbor for funding portals that engage in certain limited activities. [585] Failure of a funding portal to meet the conditions of this non-exclusive safe harbor would not create a presumption that the funding portal is in violation of the statutory prohibitions of Exchange Act Section 3(a)(80) or the rules in proposed Regulation Crowdfunding. [586]
  In proposing the safe harbor, we are mindful that, while Section 304 of the JOBS Act directs us to exempt a registered funding portal, conditionally or unconditionally, from broker-dealer registration and associated regulatory requirements, the statutory provisions also make clear that the activities in which a funding portal may engage are far more limited than those of a registered broker-dealer. [587] At the same time, we recognize that the statutory prohibitions could be read so broadly as to limit the utility of funding portals. The proposed rule seeks to strike an appropriate balance by identifying certain limited activities in which a funding portal may engage, consistent with the statutory prohibitions. [588] These activities relate to:
  Limiting offerings made on or through the funding portal's platform based on eligibility requirements;highlighting and displaying offerings on the platform;providing communication channels for potential investors and issuers;providing search functions on the platform;advising issuers on the structure or content of offerings;compensating others for referring persons to the funding portal and for other services; andadvertising the funding portal's existence.In addition, the proposed rules would clarify that, consistent with other provisions of Regulation Crowdfunding, [589] funding portals may deny access to issuers in certain circumstances, accept investment commitments and direct the transmission of funds, in connection with offerings conducted on their platforms.
  Limiting OfferingsWe anticipate that some funding portals may wish to limit, to some extent, the scope of their businesses by, for example, specializing in offerings by issuers in certain industries or geographic locations. In some circumstances, these limitations could be viewed as providing investment advice. To accommodate reasonable limitations, the proposed safe harbor would permit a funding portal to apply objective criteria to limit the offerings on its platform, without being deemed to be providing investment advice. [590] Those criteria would be required to be reasonably designed to result in a broad selection of issuers offering securities through the funding portal's platform and be applied consistently to all potential issuers and offerings, so as not to recommend or implicitly endorse one issuer or offering over others. The criteria also would be required to be clearly displayed on the funding portal's platform.
  The requirements that the objective criteria be reasonably designed to result in a broad selection of issuers, and be applied consistently, are intended to ensure that the funding portal does not provide impermissible investment advice by, for example, applying criteria that would so limit the number of issuers that the funding portal could be viewed as providing an implicit endorsement or recommendation of those issuers' offerings. An issuer that meets these criteria, and is not otherwise disqualified, would, subject to the funding portal's measures to reduce the risk of fraud under proposed Rule 301, [591] be eligible to list its offering on the funding portal's platform.
  One criterion could include the type of security being offered (such as common stock, preferred stock or debt securities). We believe that this criterion would be appropriate because potential investors may be interested in certain types of securities as a consideration separate from the identity of issuers. Other criteria also could include the geographic location of the issuer or the industry or business segment of the issuer. We believe that these criteria would be appropriate because a funding portal may wish to specialize and focus its efforts on facilitating offerings in particular areas or industries. [592] The proposed rule would require funding portals to disclose to investors the criteria they use to limit the offerings available on their platforms. This should help investors better appreciate any niche focus of a funding portal and the scope of the offerings available on the funding portal's platform. In addition, we recognize that a funding portal may seek to limit the number of issuers or offerings on its platform at any given time, including for resource reasons. The application of the objective criteria could, in practice, result in the number of issuers or offerings displayed on the platform being very small, such as, for example, in the period soon after a funding portal begins operations. Nevertheless, we would not consider the funding portal to be providing investment advice if the objective criteria are designed to result in a broad selection of issuers.
  To qualify for the safe harbor, a funding portal may not use criteria based on an assessment of the merits or the shortcomings of a particular issuer or offering. In particular, a funding portal may not deny access to an issuer based on the advisability of investing in the issuer or its offering. [593] As noted above, one commenter stated that the prohibition on investment advice could potentially preclude a funding portal from denying access to a fraudulent offering or issuer. [594] This would place investors at unnecessary risk and would be contrary to the funding portal's obligation under the proposed rules to deny access to its platform if it believes that the issuer or its offering presents potential for fraud or otherwise raises concerns regarding investor protection. [595] Thus, as described above, a funding portal must deny access if it believes that the issuer or its offering has potential for fraud or otherwise raises concerns regarding investor protection. [596]
  Highlighting Issuers and OfferingsUnder the proposed rules, a funding portal may highlight particular offerings of securities made in reliance on Section 4(a)(6) on its platform based on objective criteria that may include: the type of securities being offered (e.g., common stock, preferred stock or debt securities); the geographic location of the issuer; the industry or business segment of the issuer; the number or amount of investment commitments made; and the progress in meeting the target offering amount or, if applicable, the maximum offering amount, and minimum or maximum investment amount. [597] A potential investor, for example, may have a strong interest in supporting a small issuer that is within the potential investor's geographic vicinity. Other potential investors may be interested in offerings that are about to close soon, that have particular maximum investment amounts or that have generated significant interest from users of the funding portal's platform. Some investors may only be interested in offerings in which a significant percentage of the target amount has been committed. [598] We believe that the listed criteria are sufficiently objective, so as to reduce the risk of a funding portal applying them to advance a particular bias or subjective assessment of the issuers or offerings.
  Consistent with the prohibition on investment advice and recommendations, the criteria must be reasonably designed to highlight a broad selection of issuers, so as not to recommend or implicitly endorse one issuer or offering over another, and must be applied consistently to all potential issuers and offerings. The selection criteria may not be based on an assessment of the merits of a particular issuer or offering and must be clearly displayed on the funding portal's platform, to permit investors to comprehend on what basis certain issuers are being highlighted, and, thereby, to help prevent them from misconstruing the highlighting as a recommendation or implicit endorsement of any issuer or offering. The funding portal may not highlight an issuer or offering based on the advisability of investing in the issuer or offering. To help prevent conflicts of interest and incentives for funding portals to favor certain issuers over others, the proposed rules would prohibit a funding portal from receiving any special or additional compensation for highlighting (or offering to highlight) one or more issuers or offerings on its platform. [599]
  Some commenters sought clarification whether funding portals could distinguish offerings based on riskiness. [600] We are not proposing a safe harbor for this type of distinction at this time, because we preliminarily believe that an assessment of risk necessarily involves the exercise of judgment indicative of the giving of investment advice.
  Providing Search FunctionsThe proposed rules would permit a funding portal to provide, on its platform, search functions or other tools that users could use to search, sort or categorize the offerings available on the funding portal's platform according to objective criteria. [601] Search functions could help potential investors to more efficiently search for offerings that focus on a specific industry, funding goal or other criteria. Under the proposed rules, a funding portal also would be able to categorize offerings into general subject areas, so that a potential investor could readily find those offerings on the funding portal's platform. The proposed rules would also permit more granular tools that, for example, could provide a potential investor the ability to sort offerings based on a combination of different criteria, such as by the percentage of the target offering amount that has been met, geographic proximity to the investor and number of days remaining before an offering is to close. [602] The objective criteria specified in the proposed rules are consistent with those in the proposed safe harbor for highlighting issuers and offerings. [603] Consistent with the activities specifically prohibited by statute, funding portals would not be permitted to use criteria that search, sort or categorize offerings based on the advisability of investing in the issuer or its offering or an assessment of any characteristic of the issuer, its business plan, its management, or risks associated with an investment. One commenter questioned whether a funding portal could give potential investors the ability to create automated email notifications, based on criteria they have provided to identify particular offerings on the funding portal's platform. [604] The proposed rules would permit funding portals to do so.
  We recognize that there are many potential ways that a tool or mechanism can be used to search, sort or categorize offerings. The proposed rules are intended to be sufficiently broad to cover any number of combinations of implementing tools or mechanisms for a search, while limiting the search parameters to objective criteria.
  Providing Communication ChannelsThe proposed rules would permit a funding portal to provide, on its platform, communication channels by which investors could communicate with one another and with representatives of the issuer about offerings of securities displayed on the funding portal's platform, in accordance with the conditions set out in proposed Rule 303(c). [605] The safe harbor would specify that a funding portal (including its associated persons, such as its employees) may not participate in these communications, other than to establish guidelines about communication and to remove abusive or potentially fraudulent communications. For the reasons discussed above, a funding portal would be required to make communication channels available to the general public and to restrict the posting of comments on those channels to those who have accounts. [606] In addition, the funding portal would need to require persons posting comments to disclose, in the channel, whether they receive or would receive any compensation for promoting an issuer.
  Communication channels should facilitate the access to information among members of the public and provide potential investors with the crowd's insight as to the merits of an issuer or business plan. [607] Restricting funding portal participation should help to ensure that funding portals do not provide impermissible recommendations or investment advice. Moreover, requiring potential investors to have accounts with the funding portal before posting a comment should provide a control that could aid in promoting accountability for comments made and help ensure that interested persons, such as those associated with the issuer or receiving compensation to promote the issuer, are properly identified. [608]
  As suggested by commenters, the proposed rule would permit a funding portal to create a ''negotiation space'' in which those who have opened accounts with the funding portal and issuers could discuss and potentially negotiate certain aspects of the issuer's offering, including the price of the issuer's securities. [609]
  Advising IssuersThe proposed rules would permit a funding portal to advise an issuer about the structure or content of the issuer's offering, including preparing offering documentation. [610] This advice is not the type of advice that we believe should be impermissible. [611] We also believe that funding portals and brokers could provide certain services to issuers in order to facilitate the offer and sale of securities in reliance on Section 4(a)(6), and without this kind of advice to issuers, crowdfunding as a method to raise capital would not be viable. In particular, to the extent that the issuers that may choose to conduct offerings in reliance on Section 4(a)(6) would include startups and small businesses, we expect that these issuers would seek in many cases to obtain advice on the structure of the offering from intermediaries. Funding portals would be in a position to provide this type of assistance relatively efficiently, together with the other services under the proposed rules that they would be permitted to provide to issuers.
  The proposed safe harbor would permit funding portals to advise an issuer about the structure and content of the issuer's offering in a number of ways. A funding portal could, for example, provide pre-drafted templates or forms for an issuer to use in its offering that would help it comply with its proposed disclosure obligations. [612]Other examples of permissible assistance could include, as commenters have suggested, advice about the types of securities the issuer can offer, the terms of those securities and the procedures and regulations associated with crowdfunding. [613]
  Paying for ReferralsThe proposed rules would clarify that, consistent with proposed Rule 305, a funding portal could compensate a third party for referring a person to the funding portal if the third party does not provide the funding portal with personally identifiable information of any potential investor. For example, a third party could provide hyperlinks to a funding portal in order to inform potential investors learn about securities offerings made in reliance on Section 4(a)(6). Any compensation, unless paid to third party that is a registered broker or dealer, could not be based, directly or indirectly, on the purchase or sale of a security offered in reliance on Section 4(a)(6) on or through the funding portal's platform. [614] Otherwise, such transaction-based compensation could trigger broker-dealer registration requirements. We also believe that this prohibition on transaction-based compensation would help to remove the incentive for high-pressure sales tactics and other abusive practices. [615]
  Compensation Arrangements With Registered Broker-DealersThe proposed rules would specify that a funding portal could enter into certain arrangements with a registered broker-dealer, through which they could compensate each other for services. [616] In speaking with industry participants, we understand that because the statute narrowly defines the permissible activities in which funding portals may engage, funding portals may wish to contract or affiliate with registered broker-dealers, which are not subject to similar constraints. [617] For example, a registered broker-dealer could, among other things, recommend securities offered on the funding portal's platform or provide services involving the handling of investor funds and securities. Conversely, funding portals may wish to offer certain services, including information technology services, to a broker-dealer, for a fee. Each party to this type of arrangement would, because it is a regulated entity, need to comply with all applicable regulations, including the rules of the registered national securities association of which it is a member.
  Proposed Rule 402(b)(7) would permit a funding portal to pay or offer to pay compensation to a registered broker or dealer for services in connection with the funding portal's offer or sale of securities in reliance on Section 4(a)(6). Proposed Rule 402(b)(8) would permit a funding portal to provide services to and receive compensation from a registered broker-dealer in connection with the funding portal's offer or sale of securities in reliance on Section 4(a)(6). [618] Compensation could include any monetary form of payment, such as fees, discounts, commissions, concessions, reimbursement of expenses and other allowances. The proposed safe harbor would not, however, permit a funding portal to receive transaction-based compensation for referrals of potential investors in other types of offerings being effected by a registered broker-dealer, such as a Rule 506 offering. [619] The proposed rules would require the funding portal to provide any services pursuant to a written agreement with the registered broker-dealer, and they also would require the payments to be compliant with, and not prohibited by, the rules of the registered national securities association of which the funding portal is a member. [620] The proposed rules would require that a funding portal's offers to pay, and payments made to, a registered broker-dealer, as well as a funding portal's receipt of compensation from a registered broker-dealer, under these arrangements, be compliant with Regulation Crowdfunding. In particular, these arrangements would have to be compliant with proposed Rule 305 which prohibits, with certain exceptions, an intermediary from compensating any person for providing the intermediary with the personally identifiable information of any investor or potential investor. [621] These proposed provisions, taken as a whole, are intended to facilitate intermediaries' cooperation with each other and promote the use of the Section 4(a)(6) exemption to raise capital, while maintaining a clear audit trail.
  AdvertisingThe proposed rules would permit a funding portal to advertise its existence and engage in certain other limited advertising activities. [622] The proposed rule does not limit the manner in which a funding portal could advertise its existence. A funding portal may, for example, choose to advertise through social media, internet advertisements or traditional sources of advertising like print media.
  In addition, funding portals could identify issuers and offerings in the advertisements on the basis of criteria that are reasonably designed to identify a broad selection of issuers (so as not to recommend or implicitly endorse one issuer or offering over others) and are applied consistently to all potential issuers and offerings. The criteria, consistent with those described above with regard to highlighting issuers and offerings on the platform and the ability to provide investors with search functions, could include the type of securities being offered, the geographic location of the issuer, the industry or business segment of the issuer, the number or amount of investment commitments made, the progress in meeting the issuer's target offering amount and, if applicable, the maximum offering amount and the minimum or maximum investment amount. [623] Of course, a funding portal is subject to the statutory prohibition on providing investment advice and recommendations, and soliciting, and so the safe harbor would not permit a funding portal to advertise in such a way that expresses that any of the offerings offered on its platform are of a higher quality, are safer, or are more worthy investments compared to any others, whether offered on its platform or those of other intermediaries.
  The proposed rule would also specify that the funding portal could not receive special or additional compensation for identifying an issuer or offering in its advertisement, because this could create an incentive for the funding portal to promote one issuer over another. This prohibition should help to limit the dissemination of information that may be misleading or easily misconstrued. [624]
  Denying Access Based on Potential Fraud or Investor Protection ConcernsIn light of the comments received, the proposed rules would require a funding portal to deny access to its platform to, or cancel an offering of, an issuer that the funding portal believes may present the potential for fraud or otherwise raises concerns regarding investor protection, as is required under proposed Rule 301(c). [625]
  Accepting Investor CommitmentsThe proposed rules would permit a funding portal, on behalf of an issuer, to accept investment commitments from potential investors for securities offered in reliance on Section 4(a)(6) by that issuer on the funding portal's platform. [626] Given the breadth of the statutory prohibition on holding, managing, possessing or otherwise handling investor funds or securities, we believe that it is important to clarify the activities, in this area, in which a funding portal may permissibly engage, including with regard to accepting investment commitments. [627]
  Although some commenters expressed the view that funding portals should be permitted to handle investor funds and securities in a limited capacity as the issuer's transfer agent or to be the holder of record, [628] we do not believe that these activities would be consistent with the statutory directive in Exchange Act Section 3(a)(80). In our view, a funding portal acting as custodian for securities through a book entry system likely would be engaged in handling or managing securities in violation of the statutory prohibition in Section 3(a)(80). [629]
  Directing Transmission of FundsThe proposed rules would provide that a funding portal could fulfill its obligations with respect to the maintenance and transmission of funds and securities, as set forth in proposed Rule 303, without violating the prohibition in Exchange Act Section 3(a)(80)(D). [630] Thus, subject to other applicable rules, a funding portal could direct investors where to transmit funds or remit payment in connection with the purchase of securities offered and sold in reliance on Section 4(a)(6). [631] It also could direct a qualified third party to release the proceeds of an offering to the issuer upon completion of the offering or to return investor proceeds when an investment commitment or offering is cancelled. [632] We believe that these discrete activities would facilitate crowdfunding transactions without exceeding the scope of permissible activities, and without unduly raising investor protection concerns.
  Request for Comment216. Does the proposed safe harbor appropriately define the actions in which a funding portal may engage? Are there other activities that should be addressed in the safe harbor? Are there activities included in the proposed safe harbor that should be modified or eliminated? If so, which activities and why?
  217. Are there any additional conditions that should apply to the activities covered under the proposed safe harbor? If so, which conditions, and why?
  218. Exchange Act Section 3(a)(80) provides that a funding portal may not offer investment advice, and the proposed rules would provide a conditional safe harbor for certain activities that funding portals may engage in without violating the statutory prohibition on providing investment advice. Is the safe harbor sufficient, or should we provide additional guidance regarding the status of funding portals under the Investment Advisers Act of 1940? Why or why not? Please discuss.
  219. Should the proposed safe harbor permit a funding portal to limit the offerings on its platform? If so, are the criteria set forth in the proposed rules appropriate? Why or why not? If not, what other criteria or conditions would be appropriate?
  220. Are there any additional criteria that a funding portal should be permitted to use when highlighting issuers and offerings on its platform? If so, which ones and why? Should a funding portal be permitted to highlight issuers and offerings based on criteria that specifically relate to the activities of users on its site, such as offerings that have been viewed by the largest number of visitors to the platform over a particular time period? Why or why not?
  221. As a condition of the proposed safe harbor, should we require funding portals to clearly display, on their platforms, the objective criteria they use in limiting or highlighting offerings? Why or why not?
  222. Under the proposed safe harbor, should we permit a funding portal to post news, such as market news and news about a particular issuer or industry, on its platform? Why or why not? If so, what restrictions, conditions or other safeguards should apply, in particular so that a funding portal would not be providing impermissible investment advice? For example, are there certain types of news or news feeds that should or should not be permitted, or should we restrict a funding portal from posting only positive news coverage? Should a funding portal be able to freely select the news stories it posts, or should there be some objective criteria? Please explain.
  223. Are the proposed limitations on a funding portal advertising its past offerings appropriate? Should we consider other advertising limitations? Should the proposed advertising rules be modified in any other way?
  224. Should we permit a funding portal to receive transaction-based compensation for referring potential investors to a registered broker-dealer? Why or why not? If so, should we impose disclosure requirements or other measures to mitigate potential conflicts? What should those requirements be and why? Should we permit a funding portal to receive transaction-based compensation from an affiliate? Why or why not?
  225. In addition to transaction-based compensation, are there other types of compensation that we should prohibit funding portals from paying to persons who are not registered broker-dealers? Should we permit, as proposed, funding portals to enter into compensation arrangements with registered broker-dealers or with any other regulated entities? Why or why not? If so, what types of regulated entities should be included? Please explain.
  226. Are there circumstances in which a funding portal could provide transfer agent services without handling investor funds or securities? If so, please describe.
  227. Should the proposed safe harbor permit a funding portal to engage in any other activities in connection with the required communication channels? Why or why not? If so, which activities and why?
  228. Should the proposed safe harbor include other types of activities that potentially could be construed as investment advice? If so, which ones and why? Would an exemption from the Investment Advisers Act of 1940 or other regulatory relief be appropriate in connection with such activities? Are there types of advice an issuer may seek from a funding portal, that would not be considered advice about the structure or content of the issuer's offering? Please explain.
  229. Should the agreed-upon terms of an arrangement with a funding portal be required to be documented in a written agreement with the issuer? Are there certain terms that should be included?
  230. Should the proposed safe harbor permit funding portals to provide a mechanism by which investors can rate an issuer or an offering? If so, what safeguards, if any, should be required? [633] Should the Commission, as a condition of the safe harbor, limit the ability to rate to persons who have opened an account with the funding portal? [634]
  4. Compliancea. Policies and ProceduresThe proposed rules would require a funding portal to implement written policies and procedures reasonably designed to achieve compliance with the federal securities laws and regulations thereunder, relating to its business as a funding portal. [635] Under the proposed rules, a funding portal would have discretion to establish, implement, maintain and enforce those policies and procedures based on its relevant facts and circumstances. We believe that it is important to provide this flexibility in order to accommodate the various business models funding portals may have while at the same time accomplishing the Commission's investor protection goals. We also recognize that FINRA or any other registered national securities association may have separate requirements in this regard. Inherent in the notion of reasonably designed compliance policies and procedures is that a funding portal would promptly update its policies and procedures to reflect changes in applicable rules and regulations, as well as its business practices and the changing marketplace.
  Request for Comment231. Should we specify requirements for funding portals' compliance policies and procedures? Why or why not? If so, what requirements and why?
  232. Should we require funding portals to update their policies and procedures to reflect changes in applicable rules and regulations within a specified time period after the change occurs? If so, what time period would be appropriate (e.g., 30 days, 60 days, six months)?
  b. Anti-Money LaunderingThe proposed rules require that funding portals comply with certain AML provisions, [636] as set forth in Chapter X of Title 31 of the Code of Federal Regulations. [637] We preliminarily believe that funding portals could play a critical role in detecting, preventing, and reporting money laundering and other illicit financing, such as market manipulation and fraud. As discussed in more detail below, we believe it is important for funding portals to comply with BSA requirements, because they would be engaged in a similar business as a category of registered broker-dealers'--introducing brokers'--which have BSA obligations. [638] Specifically, while a funding portal is prohibited by statute from handling, managing or possessing customer funds or securities, which means it cannot accept cash from customers or maintain custody of customer securities'--and an introducing broker typically does not accept cash or maintain custody of customer securities'--we believe that a funding portal, like an introducing broker, is in the best position to ''know its customers,'' and to identify and monitor for suspicious and potentially illicit activity at the individual customer level, as compared to the qualified third party, which may not see such activity given its less direct contact with individual customers. [639] We also believe it is important for funding portals to comply with BSA requirements because they would be in engaged in the same business of effecting securities transactions for the accounts of others as registered broker-dealers, which have BSA obligations. To require otherwise could inadvertently steer potential money launders to funding portals.
  Moreover, we expect that funding portals would often facilitate offerings of microcap or low-priced securities, which may be more susceptible to fraud and market manipulation. [640] We believe that imposing the monitoring and reporting requirements of the BSA on funding portals would establish a valuable oversight, prevention and detection mechanism. The Financial Action Task Force (''FATF''), an inter-governmental body whose objective is to set standards and promote effective implementation of legal, regulatory and operational measures for combating money laundering, terrorist financing and other related threats to the integrity of the international financial system, has also identified low-priced and privately-placed securities as potential vehicles for laundering money. [641] As explained by FATF, these securities pose a money laundering risk because they are often used to generate illicit assets through market manipulation, insider trading and fraud. [642] In addition, unlawfully acquired assets can be used to purchase these securities in order to resell them and create the appearance of legitimately sourced funds. [643] We believe that securities offered and sold in reliance on Section 4(a)(6) could be susceptible to money laundering because they are low priced, are placed in an offering that is exempt from registration and not subject to the filing review process of a registered offering. In addition, we expect that many of the issuers relying on the exemption in Section 4(a)(6) may be shell companies, which have been associated with a high risk of money laundering. [644] We believe that Congress was aware of these risks, which is why, in part, it chose to require that securities offered and sold in reliance on Section 4(a)(6) be sold through a regulated intermediary. [645]
  The BSA [646] and its implementing regulations establish the basic framework for AML obligations imposed on financial institutions. [647] The BSA is intended to facilitate the prevention, detection and prosecution of money laundering, terrorist financing and other financial crimes. Below, we clarify which aspects of these regulations we anticipate would be relevant to funding portals, given the limited scope of their activities. [648]
  Among other things, the BSA and its implementing regulations require a ''broker or dealer in securities'' (sometimes referred to in the regulations as a ''broker-dealer'') to: (1) Establish and maintain an effective AML program (''AML Program Requirement''); [649] (2) establish and maintain a Customer Identification Program (''CIP Requirement''); [650] (3) monitor for and file reports of suspicious activity (''the SAR Requirement''); [651] and (4) comply with requests for information from the Financial Crimes Enforcement Network (''FinCEN'') (the ''Section 314(a) Requirements''). [652] For purposes of the BSA obligations, a ''broker or dealer in securities'' is defined as a ''broker or dealer in securities, registered or required to be registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, except persons who register pursuant to [S]ection 15(b)(11) of the Securities Exchange Act of 1934.'' [653] As discussed above in Section II.D.2.a, for purposes of Chapter X of Title 31 of the Code of Federal Regulations, a funding portal is ''required to be registered'' as a broker or dealer with the Commission under the Exchange Act.
  Finally, we note that while other parties involved in transactions conducted pursuant to Section 4(a)(6) through a funding portal (such as a bank acting as a qualified third party to hold investor funds) have their own BSA obligations, again, as noted above, we believe that the funding portal, like an introducing broker, is in the best position to ''know its customers,'' and to identify and monitor for suspicious and potentially illicit activity at the individual customer level.
  While a funding portal would be required to comply with all of the provisions in the BSA and its implementing regulations that are applicable to broker-dealers, the Commission anticipates that, as a practical matter, a funding portal's BSA obligations would typically be limited, based on the relatively limited securities activities in which funding portals would be permitted to engage. For a typical transaction involving an individual U.S. investor, funding portal activities, for example, would not involve the maintenance of ''correspondent accounts'' with foreign financial institutions or the offer of ''private banking accounts'' that would trigger the corresponding due diligence obligations under the BSA. [654] While it is possible that a funding portal's activities could trigger other BSA obligations, we expect that the nature of a funding portal's business would typically implicate the AML Program Requirement, the CIP Requirement, the SAR Requirement and the information sharing provisions of the Section 314(a) Requirements. We, therefore, highlight these obligations below.
  Brokers and funding portals, which as noted above meet the definition of ''broker,'' [655] can satisfy the AML Program Requirement by implementing and maintaining an AML program that complies with SRO rules. [656] Generally, under existing rules applicable to brokers, an AML program must be in writing and include, at a minimum: (1) Policies, procedures and internal controls reasonably designed to achieve compliance with the BSA and its implementing rules; (2) policies and procedures that can be reasonably expected to detect and cause the reporting of transactions under 31 U.S.C. 5318(g) and the implementing regulations thereunder; (3) the designation of an AML compliance officer, including notification to the SROs; (4) ongoing AML employee training; and (5) an independent test of the firm's AML program, annually for most firms. [657]
  FinCEN's BSA regulations also require brokers, and thus would require funding portals, to establish a written CIP that, at a minimum, includes procedures for: (1) Obtaining customer identifying information from each customer prior to account opening; (2) verifying the identity of each customer, [658] to the extent reasonable and practicable, within a reasonable time before or after account opening; (3) making and maintaining a record of obtained information relating to identity verification; (4) determining, within a reasonable time after account opening or earlier, whether a customer appears on any list of known or suspected terrorist organizations designated by Treasury; [659] and (5) providing each customer with adequate notice, prior to opening an account, that information is being requested to verify the customer's identity. [660]
  The CIP rule provides that, under certain defined circumstances, brokers, which would include funding portals, may rely on the performance of another financial institution to fulfill some or all of the requirements of the broker's CIP. [661] In order for brokers (which would include funding portals) to rely on the other financial institution, for example, the reliance must be reasonable. [662] The other financial institution also must be subject to an AML compliance program rule and be regulated by a federal functional regulator. [663] Additionally, the broker and the other financial institution must enter into a contract, and the other financial institution must certify annually to the broker that it has implemented an AML program and that it will perform the specified requirements of the broker's CIP. [664]
  Under the SAR Requirement, brokers and funding portals, which as noted above meet the definition of ''broker,'' [665] must file a suspicious activity report if: (1) A transaction is conducted or attempted to be conducted by, at, or through a broker; (2) the transaction involves or aggregates funds or other assets of at least $5,000; and (3) the broker knows, suspects or has reason to suspect that the transaction: (i) Involves funds or is intended to disguise funds derived from illegal activity, (ii) is designed to evade requirements of the BSA, (iii) has no business or apparent lawful purpose, and the broker knows of no reasonable explanation for the transaction after examining the available facts, or (iv) involves the use of the broker-dealer to facilitate criminal activity. [666] The suspicious activity must be reported on a form prescribed by FinCEN, which includes instructions. [667] Brokers, which would include funding portals, must maintain a copy of any suspicious activity report filed, as well as supporting documentation for a period of five years from the date of filing the report. [668] The report (and any information that would reveal its existence) must be kept confidential. [669]
  Under the Section 314(a) Requirements, brokers, which would include funding portals, also must respond to mandatory requests for information made by FinCEN on behalf of federal law enforcement agencies. [670] Law enforcement agencies with criminal investigative authority are permitted to request that FinCEN solicit, on the agency's behalf, certain information from a financial institution, including brokers; FinCEN also may make similar requests on its own behalf or on behalf of certain components of Treasury. [671] Upon receiving such a request, a broker (which would include a funding portal) is required to search its records to determine whether it has accounts for, or has engaged in transactions with, any specified individual, entity or organization. [672] If the broker identifies an account or transaction identified with any individual, entity or organization named in the request, it must report certain relevant information to FinCEN. [673] Brokers also must designate a contact person (typically the firm's AML compliance officer) to receive the requests and must maintain the confidentiality of any request and any responsive reports to FinCEN. [674]
  Request for Comment233. We identified the AML Program, CIP, SAR and 314(a) Requirements as the most significant requirements that would most typically apply to funding portals, in light of the nature of their business. Under the proposed rules, however, funding portals would be subject to all BSA requirements applicable to registered brokers. Are there any other requirements under the BSA and its implementing regulations that should be clarified, with regard to application in the crowdfunding context, or excluded from application to funding portals? If so, which ones?
  234. Is express compliance with the BSA by funding portals, as proposed, necessary to protect against the risk of money laundering, given that other regulated entities involved in transactions conducted pursuant to Section 4(a)(6), such as the qualified third party we propose to require be involved in the transmission of proceeds, are subject to the BSA? Please explain.
  235. Is there another approach, other than the one we have proposed, to help protect against the risk of money laundering, that does not rely on BSA compliance? If so, please explain.
  c. PrivacySection 4A(a)(9) requires intermediaries to take such steps to protect the privacy of information collected from investors as the Commission shall, by rule, determine appropriate. One commenter suggested that the responsibility for storing confidential information should rest with the intermediary and that data should not be shared with, or stored by, any other organization. [675] The commenter recommended requiring intermediaries to store information in a secure fashion on a dedicated, secure server. The commenter also urged the Commission to identify, by rule or otherwise, an appropriate industry standard for protection of this data, perhaps looking to standards adopted in the legal and banking industries as examples. Another commenter suggested that a procedure should be established to allow the public to control the delivery and the amount of emails soliciting funds for crowdfunding projects. [676]
  The proposed rules would implement the requirements of Section 4A(a)(9) by subjecting funding portals, as brokers, to the same privacy rules applicable to brokers. [677] Proposed Rule 403(c), therefore, would require funding portals to comply with Regulation S-P (Privacy of Consumer Financial Information and Safeguarding Personal Information), [678] Regulation S-AM (Limitations on Affiliate Marketing) [679] and Regulation S-ID (Identity Theft Red Flags) [680] (collectively, the ''Privacy Rules''). [681]
  Regulation S-P governs the treatment of nonpublic personal information by brokers, among others. [682] It generally requires a broker to provide notice to investors about its privacy policies and practices; describes the conditions under which a broker may disclose nonpublic personal information about investors to nonaffiliated third parties; and provides a method for investors to prevent a broker from disclosing that information to most nonaffiliated third parties by ''opting out'' of that disclosure, subject to certain exceptions. Regulation S-AM allows a consumer, in certain limited situations, to block affiliates of covered persons (i.e., brokers, dealers, investment companies and both investment advisers and transfer agents registered with the Commission) from soliciting the consumer based on eligibility information (i.e., certain financial information, such as information regarding the consumer's transactions or experiences with the covered person) received from the covered person. [683] Regulation S-ID generally requires brokers to develop and implement a written identity theft prevention program that is designed to detect, prevent and mitigate identity theft in connection with certain existing accounts or the opening of new accounts. [684]
  While we recognize that crowdfunding activities, like any Internet-based communications, could raise novel issues not already addressed in existing regulations and guidance, we believe that it is unnecessary to repeat identical, existing requirements, in a separate rule proposal only for funding portals, or to propose rules that would apply not only to crowdfunding, but to a broader set of technology-based activity. We believe that the requirements of the Privacy Rules would impose relatively minimal costs on funding portals, [685] but provide key investor protections, and that persons who deal with funding portals, as opposed to brokers, should not have to lose the benefit of those protections.
  Although one commenter suggested the development of a procedure to allow the public to control the delivery and the amount of emails that solicit funds for crowdfunding projects, [686] we note that the definition of funding portal in Exchange Act Section 3(a)(80) and the proposed rules [687] prohibit a funding portal from soliciting investors for specific crowdfunding projects. Moreover, Section 4A(b)(2) and the proposed rules [688] prohibit issuers from advertising the terms of an offering, except for directing potential investors to the intermediary. [689] The proposed rules [690] also incorporate prohibitions on the transmission of personally identifiable information in connection with intermediaries' advertisements, referrals and payments to third parties. [691] We believe that these provisions, in combination with the Privacy Rules, address the commenter's concern. Although one commenter urged us not to permit intermediaries to store information with third parties, [692] we note that our recordkeeping rules applicable to brokers permit the use of third-party service providers for storing records. [693] We are proposing a similar requirement for funding portals, as discussed in Section II.D.5 below. A different requirement for funding portals would not be consistent with the requirements for brokers and may not be economically feasible for some intermediaries.
  Request for Comment236. Is it appropriate to implement the requirements of Section 4A(a)(9) by applying the requirements of the Privacy Rules to funding portals? Why or why not? Is the nature of a funding portal's activities such that a different requirement to protect privacy would be more appropriate? Please explain.
  237. Are there specific considerations with respect to privacy and crowdfunding that are not already adequately addressed in the Privacy Rules? If so, what are they and how should we address them?
  238. Should we provide additional guidance concerning the application of the Privacy Rules to funding portals? If so, which parts and why?
  239. Under the proposed rules, funding portals would be required to collect information about their customers in order to comply with anti-money laundering provisions, as brokers are required to do, as discussed above in relation to proposed Rule 402(b). At the same time, intermediaries would be required to take steps to protect the privacy of information collected from customers, as set forth in Section 4A(a)(9). Do our proposed rules achieve the appropriate balance between these two objectives? What other approaches would achieve an appropriate balance? Please explain.
  d. Inspections and ExaminationsCongress specified that funding portals must remain subject to our examination authority. [694] Under the proposed rules, a funding portal would be required to permit the examination and inspection of all of its business and business operations that relate to its activities as a funding portal, such as its premises, systems, platforms and records, by our representatives and by representatives of the registered national securities association of which it is a member.
  Request for Comment240. Are there any additional provisions that should be incorporated in the proposed rules regarding inspection and examination of funding portals? Please explain.
  5. Records To Be Created and Maintained by Funding PortalsThe proposed rules would require a funding portal to create and maintain certain records. [695] We believe that it is important for funding portals to be subject to a recordkeeping requirement in order to create a meaningful audit trail of the crowdfunding transactions and communications. Without these records, the Commission and any registered national securities association would have difficulty examining a funding portal for compliance with the requirements of Regulation Crowdfunding, the BSA [696] and the federal securities laws.
  The proposed rules would require a funding portal to make and preserve certain records for five years, with the records retained in a readily accessible place for at least the first two years. [697] The records would include those regarding investors who purchase or attempt to purchase securities through the funding portal, such as information relating to educational materials provided to investors, account opening and transactions (including notices of investment commitments and reconfirmations), as required under Subpart C. They also would include records relating to issuers that offer and sell, or attempt to offer and sell, securities through the funding portal and to persons having control with respect to those issuers. This proposed requirement would better enable regulators to gather information about the activities in which the funding portal has been engaged, as well as about the issuers and investors that use the funding portal for their crowdfunding transactions.
  The proposed rules also would require a funding portal to maintain records of all communications that occur on or through its platform. [698] Some commenters expressed concerns about the ability of funding portals to track and store communications that take place outside of their platforms. [699] We believe that funding portals should be responsible to keep records of only the communications that occur on or through their platforms, including in the communication channels they are required to provide. We do not believe they should be responsible for keeping records of communications that take place exclusively outside of their platforms, such as on third-party social media sites or elsewhere on the Internet. The proposed rules also would require a funding portal to keep all records related to persons that use communication services provided by a funding portal to promote an issuer's securities or to communicate with potential investors. [700] These proposed requirements would help regulators to examine the funding portal for any potential connection with promoters, including associated persons that act as promoters, whose promotion or communication activities could cause the funding portal to lose its exemption from broker-dealer registration.
  The proposed rules would require a funding portal to maintain records demonstrating its compliance with requirements of Subparts C (intermediary obligations) and D (funding portal requirements). [701] This proposed requirement would require a funding portal to keep all the records it has created in the course of its business in order to comply with Regulation Crowdfunding. This requirement alone would not, however, require the creation of any records or proscribe the format or manner of any records. This proposed requirement would not only assist in regulators' compliance examinations, but also should assist funding portals in complying with the rules pertaining to their crowdfunding activities.
  The proposed rules would require a funding portal to maintain all notices provided by the funding portal to issuers and investors generally through the funding portal's platform or otherwise. [702] This proposed requirement would assist regulatory examination of the funding portal for any communications to issuers or investors that could indicate violations of particular provisions of proposed Regulation Crowdfunding.
  The proposed rules would require a funding portal to maintain records of all written agreements (or copies thereof) entered into by a funding portal, relating to its business as such. [703] This proposed requirement is intended to capture details of any funding portal arrangements and the funding portal's compliance with applicable requirements.
  The proposed rules would require a funding portal to create and maintain daily, monthly and quarterly summaries of transactions effected through it. [704] The purpose of this proposed requirement is to help ensure that an historical and ongoing record exists of the transactions that have been conducted through the funding portal, especially given the high volume of transactions we expect to occur on funding portals' platforms.
  The proposed rules would require a funding portal to make and keep a log of each offering, reflecting the progress of each issuer in meeting the target offering amount. [705] This proposed requirement is intended to support, or otherwise be compared against, information included on an issuer's filing of Form C-U. [706]
  The proposed rules also would require that a funding portal make and preserve its organizational documents, during its operation as a funding portal and of any successor funding portal. [707] This proposed requirement is intended to ensure that these key documents are maintained for identification and verification purposes.
  These recordkeeping requirements are similar to, but in many ways less extensive than, those for registered broker-dealers under Exchange Act Rule 17a-4(a). [708] Because funding portals would be engaged in a more limited range of activities than brokers and a relatively high proportion of funding portals would be new market entrants that may not have formal recordkeeping practices in place, the proposed requirements are relatively streamlined, compared to those for brokers. The proposed funding portal recordkeeping requirements would require only those documents that relate to the funding portal's business and would require the portal to retain them for five years, but in an easily accessible place for the first two years, for purposes of facilitating and ensuring timeliness of inspections. A funding portal would be required to produce, reproduce and maintain the required records in the original, non-alterable format in which they were created or as permitted under Exchange Act Rule 17a-4(f). [709] This flexibility should be appropriate for funding portals, because we believe that many of their documents would already be in electronic form. Thus, funding portals should not incur a significant additional burden for maintenance of those records. This flexibility also is consistent with the broker recordkeeping requirements under Exchange Act Rule 17a-4(f).
  We recognize that a funding portal may find it cost-effective or otherwise appropriate to use the recordkeeping services of a third party. The proposed rules would allow third parties to prepare or maintain the required records on behalf of the funding portal, provided that there is a written agreement in place between the funding portal and the third party in which the third party states that the required records are the property of the funding portal and would be surrendered promptly on request by the Commission or the national securities association of which the funding portal is a member. [710] The funding portal also would be required to file, with the registered national securities association of which it is a member, this written undertaking, signed by a duly authorized representative of the third party. We believe that this provision would help to ensure that records maintained or preserved by a third party would be readily available for examination.
  Under the proposed rules, all records of a funding portal would be subject at any time, or from time to time, to such reasonable periodic, special or other examination by our representatives and representatives of the registered national securities association of which the funding portal is a member. [711] We believe that this requirement would facilitate our oversight of funding portals and crowdfunding activities, as Congress intended. [712]
  Finally, the proposed rules would require that a funding portal comply with the reporting, recordkeeping and record retention requirements of Chapter X of Title 31 of the Code of Federal Regulations, a requirement analogous to that imposed on broker-dealers under Exchange Act Rule 17a-8. [713] This requirement is intended to ensure that funding portals create and maintain an accurate record of their compliance with BSA obligations, including the requirement to maintain records of suspicious activity reports. [714] As noted above, we believe that it is important for funding portals to be subject to a recordkeeping requirement, along the same lines of the requirement applicable to brokers, to create a meaningful audit trail of the crowdfunding transactions and communications that occur on and through their platforms. Without these records, we, FINRA or any other registered national securities association, would have difficulty examining a funding portal for compliance with the requirements of Regulation Crowdfunding, the BSA [715] and the federal securities laws. Although under the proposed rules funding portals would be required to create and maintain certain records, we believe this particular rule is necessary to achieve consistent application of, and ability to examine and enforce, BSA requirements across all intermediaries, whether brokers or funding portals.
  Request for Comment241. We have proposed a variety of documents and data to be retained by a funding portal. Are these documents and data appropriate? Should other types of documents and data be required to be retained, and if so, which documents and data and why? Are any of the documents and data we propose to require be retained unnecessary, unclear or not sufficiently detailed? If so, which ones? Please explain. Should any of the proposed books and records requirements be modified? If so, please explain why.
  242. What burdens or costs would the retention of such information entail? Is it appropriate to base the books and records requirements of funding portals on the books and records requirements for broker-dealers generally? Have we appropriately tailored the broker-dealer requirements for funding portals? If not, how should they be further modified? Would these tailored requirements create any competitive advantages for funding portals as compared to broker- dealers engaged solely in the same limited activities in which a funding portal may engage? Are there books and records requirements currently applicable to broker-dealers, but not included in the proposed rules, that should be included? Please provide examples of any such requirements or any suggested alternatives.
  E. Miscellaneous Provisions1. Insignificant Deviations From Regulation CrowdfundingWe are proposing to provide issuers a safe harbor for certain insignificant deviations from a term, condition or requirement of Regulation Crowdfunding. [716] To qualify for the safe harbor, the issuer relying on the exemption would have to show that: (1) The failure to comply with a term, condition or requirement was insignificant with respect to the offering as a whole; (2) the issuer made a good faith and reasonable attempt to comply with all applicable terms, conditions and requirements of Regulation Crowdfunding; and (3) the issuer did not know of the failure to comply, where the failure to comply with a term, condition or requirement was the result of the failure of the intermediary to comply with the requirements of Section 4A(a) and the related rules, or such failure by the intermediary occurred solely in offerings other than the issuer's offering.
  The first two prongs of the safe harbor provision are modeled after a similar provision in Rule 508 of Regulation D, [717] and we believe a similar safe harbor is appropriate for offerings made in reliance on Section 4(a)(6). The offering exemption in Section 4(a)(6) was designed to help alleviate the funding gap and the accompanying regulatory concerns faced by startups and small businesses, many of which may not be familiar with the federal securities laws. We believe that issuers should not lose the Section 4(a)(6) exemption because of a failure to comply that is not significant with respect to the offering as a whole, so long as the issuer, in good faith, attempted to comply with the rules. We also propose to include the third prong of the safe harbor because, under the statute, an issuer could lose the exemption because of the failure of the intermediary to comply with the requirements of Section 4A(a). We believe that an issuer should not lose the offering exemption due to such failure by the intermediary, which likely would be out of the issuer's control, if the issuer did not know of such failure or such failure related to offerings other than the issuer's offering. Absent this safe harbor, we believe issuers may be hesitant to participate in offerings in reliance on Section 4(a)(6) due to uncertainty regarding their ability to rely on the exemption, which could undermine the facilitation of capital raising for startups and small businesses.
  We believe that the potential harm to investors that might result from the applicability of this safe harbor would be minimal because the deviations must be insignificant to the offering as a whole for the safe harbor to apply. In addition, the proposed rules would provide that notwithstanding this safe harbor, any failure to comply with Regulation Crowdfunding would nonetheless be actionable by the Commission. [718] We believe that this safe harbor would address concerns raised by one commenter and a member of Congress. [719] We also believe it appropriately would protect an issuer who made a diligent attempt to comply with the proposed rules from losing the exemption as a result of insignificant deviations from Regulation Crowdfunding.
  Request for Comment243. Is a safe harbor for certain insignificant deviations from a term, condition or requirement of Regulation Crowdfunding appropriate? If so, is the proposed safe harbor sufficiently broad or too broad? Are there additional conditions that should apply for an issuer to rely on the safe harbor? If so, what conditions and why?
  244. Should we define the term ''insignificant'' or use a different term? Please explain. Should we use a standard requiring something other than ''good faith and reasonable attempt'' to comply with the requirements? If so, what standard and why? Is it appropriate for the safe harbor to cover the failure of the intermediary to comply with the requirements of Section 4A(a) if the issuer did not know of such failure or such failure occurred solely in offerings other than the issuer's offering? Why or why not?
  245. Are there certain deviations that should never be considered insignificant for purposes of this safe harbor? Why or why not? Should we provide examples of deviations that we would consider significant? If so, what should those be (e.g., failure to file the Form C: Offering Statement on EDGAR)?
  2. Restrictions on ResalesSection 4A(e) provides that securities issued in reliance on Section 4(a)(6) may not be transferred by the purchaser for one year after the date of purchase, except when transferred: (1) To the issuer of the securities; (2) to an accredited investor; (3) as part of an offering registered with the Commission; or (4) to a family member of the purchaser or the equivalent, or in connection with certain events, including death or divorce of the purchaser, or other similar circumstances, in the discretion of the Commission. Section 4A(e) further provides that the Commission may establish additional limitations on securities issued in reliance on Section 4(a)(6).
  The proposed rules track the provisions of Section 4A(e). [720] We also are proposing to include instructions in the rules to define ''accredited investor'' and a ''member of the family of the purchaser or the equivalent.'' Under the proposed rules, the term ''accredited investor'' would have the same definition as in Rule 501(a) of Regulation D. [721]
  The statute does not define ''member of the family of the purchaser or the equivalent.'' We propose to define the phrase to mean a ''child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the purchaser, and shall include adoptive relationships.'' This definition tracks the definition of ''immediate family'' in Exchange Act Rule 16a-1(e), [722] but with the addition of ''spousal equivalent.'' We propose to include the term spousal equivalent to address the concept in Section 4A(e)(1)(D) of the ''equivalent'' of a member of the family of the purchaser. The proposed rules would define spousal equivalent to mean a cohabitant occupying a relationship generally equivalent to that of a spouse. [723] This is the same definition as in Rule 202(a)(11)(G)-1(d)(9) under the Investment Advisers Act of 1940. [724] We believe issuers and investors would benefit from definitions that are consistent with those already used in our rules, rather than creating a new definition, because issuers may be familiar with those terms and should benefit from existing Commission and staff guidance. The proposed rules also would provide that securities offered and sold in reliance on Section 4(a)(6) may be transferred during the initial one-year period to a trust controlled by the initial purchaser or to a trust created for the benefit of a member of the family of the purchaser or the equivalent. We believe allowing transfers in such cases would be consistent with the intent of the provision because the person that controls or benefits from the trust would otherwise be covered by the rules.
  Request for Comment246. Are the proposed limitations on resale appropriate? Why or why not? If not, what approach would be more appropriate and why? Should there be additional limitations on resale, especially after the first year? Why or why not? If so, what should they be and why? If an issuer no longer was in compliance with the ongoing reporting requirements [725] or was no longer in business, should we place restrictions on the resale of the issuer's securities or otherwise limit the ability of those shares to trade? If so, please describe the appropriate restrictions and explain how we could implement such restrictions.
  247. To transfer securities to an accredited investor during the one-year period beginning when the securities are sold in reliance on Section 4(a)(6), the seller would need to have a reasonable belief that the purchaser is an accredited investor. [726] Is this approach appropriate? Why or why not?
  248. Is the proposed use of the definition of ''accredited investor'' in Rule 501(a) of Regulation D appropriate? Why or why not? Should a different definition be used for purposes of Regulation Crowdfunding? Please explain.
  249. Is the proposed definition of ''member of the family of the purchaser or the equivalent'' appropriate? Is it appropriate to track the definition of ''immediate family'' under Exchange Act Section 16 (with the addition of ''spousal equivalent''), or would another definition be more appropriate? Should any persons be included or not included in the definition? Why or why not? Should we use a consistent definition throughout Regulation Crowdfunding even if it differs from similar rules in other Commission regulations? Why or why not?
  3. Information Available to StatesUnder Section 4A(d), the Commission shall make available, or shall cause to be made available by the relevant intermediary, the information required under Section 4A(b) and such other information as the Commission, by rule, determines appropriate to the securities commission (or any agency or office performing like functions) of each State and territory of the United States and the District of Columbia.
  One commenter suggested that all information filed with the Commission should be made available to state regulators. [727] Another commenter questioned whether open Internet access to the crowdfunding platforms would be sufficient, questioning a platform's ability to maintain or archive records from Web sites that are routinely updated. [728] Another commenter suggested that the requirement in Section 4A(d) should create an affirmative obligation for an intermediary only if a state regulator requests information in excess of what is provided to the Commission. [729]
  We are proposing to require issuers to file on EDGAR the information required by Section 4A(b) and the related rules. Information filed on EDGAR is publicly available and would, therefore, be available to each state, territory and the District of Columbia. We believe this approach would satisfy the requirement to make the information available. Accordingly, we do not believe that it is necessary to propose to impose any additional obligations on intermediaries with respect to this requirement.
  Request for Comment250. Would the availability of information on EDGAR satisfy the requirement to make the information available to each state, territory and the District of Columbia? Are there other means of making the information available? Should we impose any additional obligations on intermediaries with respect to this requirement? If so, what are they? For example, should we require issuers or intermediaries to provide this information directly to state regulators? Please explain.
  4. Exemption from Section 12(g)Section 303 of the JOBS Act amended Exchange Act Section 12(g) to provide that ''the Commission shall, by rule, exempt, conditionally or unconditionally, securities acquired pursuant to an offering made under [S]ection 4[(a)](6) of the Securities Act of 1933 from the provisions of this subsection.''
  As amended by the JOBS Act, Section 12(g) requires, among other things, that an issuer with total assets exceeding $10,000,000 and a class of securities held of record by either 2,000 persons, or 500 persons who are not accredited investors, register such class of securities with the Commission. [730] Crowdfunding contemplates the issuance of securities to a large number of holders, which could increase the likelihood that Section 4(a)(6) issuers would exceed the thresholds for reporting in Section 12(g). Section 303 could be read to mean that securities acquired in a crowdfunding transaction would be excluded from the record holder count permanently, regardless of whether the securities continue to be held by a person who purchased in the crowdfunding transaction. An alternative reading could provide that securities acquired in a crowdfunding transaction would be excluded from the record holder count only while held by the original purchaser in the Section 4(a)(6) transaction, as a subsequent purchaser of the securities would not be considered to have ''acquired [the securities] pursuant to an offering made under [S]ection 4[(a)](6).''
  Commenters expressed concern that once the securities issued pursuant to Section 4(a)(6) are transferred, the exemption from Section 12(g) registration could cease to apply and any new holders of those securities would be included in the calculation of holders of record for purposes of Section 12(g), which could potentially require an issuer to register its securities with the Commission. [731] Another commenter noted that the prospect that resales could trigger registration requirements under the Exchange Act might provide an incentive for issuers to attempt in some way to restrict resale and transfer of the securities issued in the offering made in reliance on Section 4(a)(6), even after the lapse of the one year transfer limitation, which would be to the detriment of small crowdfunding investors seeking liquidity. [732] One commenter suggested that the exemption from Section 12(g) registration should attach to different securities issued in a subsequent restructuring, recapitalization or similar transaction that is exempt from, or otherwise not subject to, the registration requirements of Section 5, so long as the parties to the transaction are affiliates of the original issuer. [733] The same commenter suggested that the availability of the exemption be conditioned on the issuer complying with the ongoing reporting requirements and not having total assets at the last day of the fiscal year in excess of $25 million. [734]
  Proposed Rule 12g-6 provides that securities issued pursuant to an offering made under Section 4(a)(6) would be permanently exempted from the record holder count under Section 12(g). An issuer seeking to exclude a person from the record holder count would have the responsibility for demonstrating that the securities held by the person were initially issued in an offering made under Section 4(a)(6). We believe that allowing issuers to sell securities pursuant to Section 4(a)(6) without becoming Exchange Act reporting issuers is consistent with the intent of Title III. [735] In this regard, we note that Title III provides for an alternative reporting system under which issuers would be required to file annual reports with the Commission. [736] We believe this is consistent with the proposal to permanently exempt securities issued in reliance on Section 4(a)(6) from the record holder count under Section 12(g). Section 303 of the JOBS Act does not extend the exemption from Section 12(g) to different securities issued in a subsequent restructuring, recapitalization or similar transaction, so we are not proposing to exempt such securities at this time, as one commenter suggested. [737] We also are not proposing to condition the exemption on the issuer's compliance with the ongoing reporting requirements or on the issuer not having total assets in excess of a certain amount, as the same commenter suggested. [738] We believe that the size of the issuer should not affect the availability of the exemption because conditioning the exemption on the issuer not exceeding a certain amount of total assets would impose an additional burden on successful issuers that unsuccessful issuers would not face, which in turn would discourage growth. We also believe that failure to comply with the ongoing reporting requirements could be better addressed as proposed by making the issuer ineligible to use the exemption under Section 4(a)(6), [739] rather than by requiring such issuer to register a class of securities under Section 12(g). [740]
  Request for Comment251. Should the Commission permanently exempt securities issued pursuant to an offering under Section 4(a)(6) from the record holder count under Section 12(g), as proposed? Why or why not? Should the Commission exempt securities issued under Section 4(a)(6) only when held of record by the original purchaser in the Section 4(a)(6) transaction, an affiliate of the original purchaser, a member of the original purchaser's family or a trust for the benefit of the original purchaser or the original purchaser's family? Why or why not? Are there other ways to implement Section 303 that may be more appropriate? Please explain.
  252. One commenter suggested [741] that the Section 4(a)(6) exemption should survive and attach to different securities issued in a subsequent restructuring, recapitalization or similar transaction that is exempt from, or otherwise not subject to, the registration requirements of Section 5, if the parties to the transaction are affiliates of the original issuer. While we are not proposing to implement this suggestion at this time, we invite commenters to discuss the advantages and disadvantages of this approach.
  253. The same commenter suggested [742] that the availability of the exemption under Section 12(g)(6) should be conditioned on the issuer not having total assets, at the last day of the fiscal year with respect to which the Section 12(g) compliance determination is made (or a reasonable time before or after such date), in excess of $25 million. Should we condition the availability of the exemption under Section 12(g)(6) on the issuer not having total assets in excess of $25 million? If not $25 million, should the availability of the exemption be conditioned on total assets not exceeding some other amount (e.g.,$10 million, $50 million, etc.)? Should this determination be made as of the last day of the fiscal year or a different date? Please explain.
  254. Should issuers that fail to comply with the ongoing reporting requirements [743] of Regulation Crowdfunding be disqualified from relying on the exemption under Section 12(g)(6), as suggested by one commenter? [744] Why or why not?
  255. How would issuers be able to distinguish securities issued in a transaction exempt under Section 4(a)(6) from securities issued in other offerings? What would be the costs associated with making such a determination?
  5. Scope of Statutory LiabilityAs noted above, Securities Act Section 4A(c) sets forth a liability provision for crowdfunding transactions under Section 4(a)(6). [745] Section 4A(c) provides that an issuer will be liable to a purchaser of its securities in a transaction exempted by Section 4(a)(6) if the issuer, in the offer or sale of the securities, makes an untrue statement of a material fact or omits to state a material fact required to be stated or necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, provided that the purchaser did not know of the untruth or omission, and the issuer does not sustain the burden of proof that such issuer did not know, and in the exercise of reasonable care could not have known, of the untruth or omission. Section 4A(c)(3) defines, for purposes of the liability provisions of Section 4A, an issuer as including ''any person who offers or sells the security in such offering.'' On the basis of this definition, it appears likely that intermediaries, including funding portals, would be considered issuers for purposes of this liability provision. We believe that steps intermediaries could take in exercising reasonable care in light of this liability provision would include establishing policies and procedures [746] that are reasonably designed to achieve compliance with the requirements of Regulation Crowdfunding, and that include the intermediary conducting a review of the issuer's offering documents, before posting them to the platform, to evaluate whether they contain materially false or misleading information.
  Under this liability provision, an investor who purchases securities in a crowdfunding transaction may bring an action against the issuer to recover the consideration paid for the security, with interest, or damages if the person no longer holds the security. The statute further provides that actions brought under Section 4A(c) will be subject to the provisions of Securities Act Sections 12(b) and 13, as though the liability were created under Securities Act Section 12(a)(2).
  6. DisqualificationSection 302(d) of the JOBS Act requires the Commission to establish disqualification provisions under which an issuer would not be eligible to offer securities pursuant to Section 4(a)(6) and an intermediary would not be eligible to effect or participate in transactions pursuant to Section 4(a)(6). Section 302(d)(2) specifies that the disqualification provisions must be ''substantially similar'' to the disqualification provisions contained in Rule 262 of Regulation A, [747] and they also must cover certain actions by state regulators enumerated in Section 302(d)(2). The disqualifying events listed in Rule 262 apply to the issuer and certain other persons associated with the issuer or the offering, including the issuer's predecessors and affiliated issuers; directors, officers and general partners of the issuer; beneficial owners of 10 percent or more of any class of the issuer's equity securities; promoters connected with the issuer; and underwriters and their directors, officers and partners. Rule 262 disqualifying events include:
  Felony and misdemeanor convictions in connection with the purchase or sale of a security or involving the making of a false filing with the Commission (the same criminal conviction standard as in Section 302(d) of the JOBS Act) within the last five years in the case of issuers and 10 years in the case of other covered persons;injunctions and court orders within the last five years against engaging in or continuing conduct or practices in connection with the purchase or sale of securities, or involving the making of any false filing with the Commission;United States Postal Service false representation orders within the last five years;filing, or being named as an underwriter in, a registration statement or Regulation A offering statement that is the subject of a proceeding to determine whether a stop order should be issued, or as to which a stop order was issued within the last five years; andfor covered persons other than the issuer:'—‹ being subject to a Commission order:
  revoking or suspending their registration as a broker, dealer, municipal securities dealer or investment adviser;
  placing limitations on their activities as such;
  barring them from association with any entity; or
  barring them from participating in an offering of penny stock; or
  '—‹ being suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or national securities association for conduct inconsistent with just and equitable principles of trade.
  The disqualifying events specifically required by Section 302(d)(2) are:
  final orders issued by state securities, banking, savings association, credit union and insurance regulators, federal banking regulators and the National Credit Union Administration that either:'—‹ bar a person from association with an entity regulated by the regulator issuing the order; engaging in the business of securities, insurance or banking; or engaging in savings association or credit union activities; or
  '—‹ are based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct within a 10-year period ending on the date of the filing of the offer or sale; and
  felony and misdemeanor convictions in connection with the purchase or sale of a security or involving the making of a false filing with the Commission.One commenter urged us to apply the same standards adopted by the Commission for Rule 506 of Regulation D [748] to this exemption. [749] Another commenter stated that searching for most disqualifying events could be achieved with automated or semi-automated inquiries to databases or data services, but other disqualifying events would be difficult to identify with those types of inquiries and should be the responsibility of the issuer to address with representations and warranties. [750] One commenter stated that if a bankruptcy proceeding would be a disqualifying event, it should be limited to a bankruptcy proceeding of the issuer or the intermediary and not include a personal bankruptcy proceeding. [751] Another commenter recommended that the disqualification rules: (1) Not be so broad as to affect ''persons who may not be true bad actors'--such as persons who consent to the entry of judgments which do not also include meaningful monetary or other penalties;'' (2) not apply retroactively to cover disqualifying events prior to the adoption of the final rules; and (3) apply to other types of exempt offerings (including offerings made in reliance on Regulation A). [752]
  a. Issuers and Certain Other Associated PersonsThe disqualification provisions included in Section 302(d) of the JOBS Act are modeled on the disqualification provisions included in Section 926 of the Dodd-Frank Act, which required the Commission to adopt rules, ''substantially similar'' to Rule 262, that disqualify securities offerings involving certain ''felons and other 'bad actors' '' from reliance on Rule 506 of Regulation D. [753] On July 10, 2013, we adopted rules to implement Section 926 of the Dodd-Frank Act to disqualify certain securities offerings from reliance on Rule 506 of Regulation D. [754] The proposed disqualification rules, [755] as they relate to issuers and certain other associated persons, are modeled on the Rule 506 disqualification rules, which, in turn, are substantially similar to the disqualification provisions in Rule 262.
  i. Covered PersonsThe proposed rules would apply the disqualification provisions to:
  the issuer and any predecessor of the issuer or affiliated issuer;any director, officer, general partner or managing member of the issuer;any 20 percent Beneficial Owner;any promoter connected with the issuer in any capacity at the time of the sale;any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sales of securities in the offering (which we refer to as a ''compensated solicitor''); andany director, officer, general partner or managing member of any such compensated solicitor.These covered persons are substantially similar to those currently covered by the disqualification rules for Rules 262 and 506. The proposed rules would cover any ''officer'' [756] of the issuer, mirroring the coverage in Rule 262, rather than any ''executive officer [and] other officer participating in the offering'' [757] as it is currently covered in Rule 506. In adopting the Rule 506 disqualification rules, we noted that an ''officer'' test would be unduly burdensome and overly restrictive due to the larger and more complex organizations that are involved in many Rule 506 transactions as compared to the smaller entities that use Regulation A. We also noted that limiting the coverage of the Rule 506 disqualification rules to executive officers and officers who participate in the offering would lessen the potential compliance burden by limiting the number of covered persons. In contrast, we believe that the startups and small businesses that may seek to raise capital in reliance on Section 4(a)(6) generally will be smaller than the entities involved in Rule 506 transactions and, likely, smaller than the issuers of securities relying on Regulation A. [758] We also believe that the ''officers'' of many issuers relying on Section 4(a)(6) may be only a few individuals, with or without formal titles. As a result, we do not believe that an ''officer'' test would be more burdensome than the test used for Regulation A purposes, so we do not see a need to deviate from Rule 262 in this context.
  The proposed rules also would cover persons who are 20 Percent Beneficial Owners. This threshold differs from the 10 percent threshold specified in Rule 262, but it is the same as the threshold in the Rule 506 disqualification rules. We believe that a 10 percent ownership threshold could impose an undue burden on participants in the Section 4(a)(6) marketplace. In this regard, the potential administrative complexity of monitoring the fluctuating ownership levels and the issuer's inability to control the actions of a shareholder who does not disclose disqualification would be greater under a 10 percent threshold scheme than under a 20 percent threshold scheme. This is the same concern that led us to change the 10 percent threshold in the Rule 506 disqualification rules. A 20 percent threshold would provide greater certainty and ease of compliance than a 10 percent threshold, and it also would be consistent with both the threshold specified in the Rule 506 disqualification rules and the disclosure requirements of Sections 4A(b)(1)(B) and 4A(b)(1)(H)(iii), which require certain disclosures about shareholders based on a 20 percent threshold. [759]
  The proposed rules would include the category of compensated solicitor and any director, officer, general partner or managing member of any such compensated solicitor, currently in the Rule 506 disqualification rules. [760] Regulation A offerings may involve traditional underwritten offerings, but offers and sales made in reliance on Section 4(a)(6), similar to transactions under Rule 506, would not involve underwriters. Thus, the proposed disqualification rules would not apply to underwriters, but would substitute underwriters with the concept of compensated solicitor. The statute and the proposed rules would permit issuers offering and selling securities in reliance on Section 4(a)(6) to compensate persons to promote the issuer's offering through communication channels provided by the intermediary, subject to certain conditions. [761] We believe those individuals receiving compensation to promote the issuer's offering should be covered by the disqualification provisions because they would be subject to conflicts of interest in transactions pursuant to Section 4(a)(6), which would be substantially similar to those of underwriters in Regulation A transactions. [762]
  Moreover, the proposed rules would provide that events relating to certain affiliated issuers are not disqualifying if they pre-date the affiliate relationship. [763] Rule 262(a)(5) currently provides that orders, judgments and decrees entered against affiliated issuers before the affiliation arose do not disqualify an issuer from reliance on Regulation A if the affiliated issuer is not: (1) In control of the issuer; or (2) under the common control of a third party that controlled the affiliated issuer at the time such order, judgment or decree was entered. The proposed rules would include a substantially similar provision but would clarify that it applies to all potentially disqualifying events that pre-date affiliation. We believe this is appropriate because the current placement of this language within paragraph (5) of Rule 262(a) may incorrectly suggest that it applies only to Postal Service false representation orders. This is the same approach we took in the Rule 506 disqualification rules. As in Rule 506(d), the proposed rules would not treat entities differently if they have undergone a change of control or other remedial measures. [764] This should avoid undue complexity in applying the proposed rules, while also avoiding potential abuse by bad actors that may falsely claim to have undergone a change of control. [765]
  Request for Comment256. Should we eliminate or modify any of the proposed categories of covered persons? If so, which ones and why? Would doing so still result in a rule substantially similar to Rule 262? Should we disqualify additional categories of covered persons? If so, which ones and why?
  257. The proposed rules would apply to officers of the issuer, mirroring Rule 262, rather than executive officers and other officers participating in the offering, as in Securities Act Rule 506(d). Is this approach appropriate? Why or why not?
  258. Should persons compensated to promote the issuer's offering through communication channels provided by the intermediary be covered persons, as is the case for the Rule 506 disqualification rules? Why or why not? Would doing so result in a rule substantially similar to Rule 262?
  259. The proposed disqualification rules would cover persons who are 20 Percent Beneficial Owners. Is the 20 percent beneficial ownership threshold appropriate? Why or why not? Should the proposed disqualification rules cover persons based on a 10 percent ownership threshold, as in Rule 262? Why or why not?
  260. Should orders, judgments and decrees entered against affiliated issuers not be disqualifying if they pre-date the affiliate relationship, as proposed? Should we, as proposed, expand this treatment to entities that have undergone a change of control or a change of policy? Why or why not?
  ii. Disqualifying Events(a) Criminal ConvictionsSection 302(d)(2)(B)(ii) provides for disqualification if any covered person ''has been convicted of any felony or misdemeanor in connection with the purchase or sale of any security or involving the making of any false filing with the Commission.'' This essentially mirrors Rule 262(a)(3), which covers criminal convictions of issuers, and Rule 262(b)(1), which covers criminal convictions of other covered persons. There are, however, two differences between the felony and misdemeanor conviction provisions of Section 302(d)(2)(B)(ii) and Rule 262. First, Section 302(d)(2)(B)(ii) does not include a specific time limit (or ''look-back period'') on convictions that trigger disqualification, while Rule 262 provides a five-year look-back period for criminal convictions of issuers and a 10-year look-back period for criminal convictions of other covered persons. In light of the time limits on criminal convictions under Rule 262, we are proposing the same five-year and 10-year look-back periods so the proposed rules would be substantially similar to the existing rules. Second, unlike Rule 262(b)(1), Section 302(d) does not include a reference to criminal convictions ''arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser.'' We are not aware of any legislative history that explains why this type of conviction was not mentioned in Section 302(d). However, because such convictions are covered in Rule 262, we believe that rules substantially similar to the existing rules should cover them.
  The proposed rules are based on Rule 262 and differ from the Rule 506 disqualification rules in that the look-back period would be measured from the date of the requisite filing with the Commission, rather than the date of the relevant sale. [766] We noted in the proposing release for the Rule 506 disqualification rules [767] that measuring from the date of the requisite filing, as in Rule 262, would not be appropriate in the context of Rule 506 because no filing is required to be made with the Commission before an offer or sale is made in reliance on Regulation D. [768] Because the proposed rules would require issuers offering securities in reliance on Section 4(a)(6) to file with the Commission the information required by Section 4A(b), [769] the proposed rules would measure the look-back period based on the filing date, similar to Rule 262, rather than the date of sale.
  (b) Court Injunctions and Restraining OrdersUnder Rule 262(a)(4), an issuer is disqualified from reliance on Regulation A if it, or any predecessor or affiliated issuer, is subject to a court injunction or restraining order against ''engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the Commission.'' Similarly, under Rule 262(b)(2), an issuer is disqualified from reliance on Regulation A if any other covered person is subject to such a court injunction or restraining order or to one ''arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser.'' Disqualification is triggered by temporary or preliminary injunctions and restraining orders that are currently in effect, as well as by permanent injunctions and restraining orders entered within the last five years. [770]
  The proposed rules are substantially similar to these two provisions, but in a simplified, combined format. [771] The proposed rules would include the same coverage and look-back periods that apply under the disqualification provisions for Rules 262 and 506, except that the look-back period would be measured from the date of the requisite filing with the Commission, consistent with the approach in Rule 262. The proposed rules also would not impose due process requirements (such as notice and an opportunity to appear) or require that all appeals be exhausted or the time for appeal be expired, as a condition to disqualification. This is the same approach as under the disqualification provisions for Rules 262 and 506. We believe that the risk that disqualification may arise from ex parte proceedings could be better addressed through the waiver process, [772] rather than through additional requirements for factual inquiry that would affect all offerings. As for appealable orders, we believe that suspending disqualification during the pendency of a potentially lengthy appeals process could significantly undermine the intended protections in the rules, and therefore, the proposed rules would disqualify covered persons during the pendency of the appeals.
  With regard to who would be viewed as subject to an order, we believe the proposed rules should be applied consistently with the way the staff has applied Rule 262. For disqualification purposes, the staff has interpreted Rule 262 to limit those considered ''subject to'' an order to only the persons specifically named in the order. Others who are not specifically named but who come within the scope of an order (such as, for example, agents, attorneys and persons acting in concert with the named person) would not be treated as ''subject to'' the order for purposes of disqualification.
  (c) Final Orders of Certain RegulatorsSection 302(d)(2)(B) provides that the disqualification rules for transactions made in reliance on Section 4(a)(6) must disqualify any covered person that:
  (i) is subject to a final order of a State securities commission (or an agency or officer of a State performing like functions), a State authority that supervises or examines banks, savings associations, or credit unions, a State insurance commission (or an agency or officer of a State performing like functions), an appropriate Federal banking agency, or the National Credit Union Administration, that'--
  (I) bars the person from'--
  (aa) association with an entity regulated by such commission, authority, agency, or officer;
  (bb) engaging in the business of securities, insurance, or banking; or
  (cc) engaging in savings association or credit union activities; or
  (II) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct within the 10-year period ending on the date of filing of the offer or sale.
  Section 302(d)(2)(B) is substantively identical to Exchange Act Section 15(b)(4)(H) and Section 203(e)(9) of the Investment Advisers Act of 1940 (''Advisers Act''). Section 302(d)(2)(B) contains a 10-year look-back period for final orders based on violations of laws and regulations that prohibit fraudulent, manipulative and deceptive conduct, while the Exchange Act and Advisers Act provisions have no time limit for such orders.
  The proposed rules would reflect the text of Section 302(d)(2)(B) with two clarifications. [773] First, the proposed rules would specify that an order must bar the covered person ''at the time of the filing of the information required by Section 4A(b) of the Securities Act of 1933,'' to clarify that a bar would be disqualifying only for as long as it has continuing effect. Second, the proposed rules would require that orders must have been ''entered'' within the look-back period, to clarify that the date of the order, and not the date of the underlying conduct, was relevant for that determination. We believe these clarifications would eliminate potential ambiguities and allow for more appropriate application of the rules. These clarifications also are consistent with the approach in the Rule 506 disqualification rules, except that under Securities Act Rule 506(d), the order must bar the covered person at the time of the relevant sale, rather than at the time of the filing, because no filing is required to be made with the Commission prior to the time of a sale made pursuant to Rule 506.
  The proposed rules also would include the U.S. Commodity Futures Trading Commission (''CFTC'') in the list of regulators whose regulatory bars and other final orders will trigger disqualification. This is consistent with the approach in the Rule 506 disqualification rules. As we noted in the adopting release for Securities Act Rule 506(d), [774] the conduct that would typically give rise to CFTC sanctions is similar to the type of conduct that would result in disqualification if it were the subject of sanctions by another financial regulator. For that reason, CFTC orders trigger consequences under other Commission statutes [775] (for example, both registered broker-dealers and investment advisers may be subject to Commission disciplinary action based on violations of the Commodity Exchange Act [776] ). We believe that including CFTC orders would make the disqualification rules for transactions made in reliance on Section 4(a)(6) more internally consistent, treating relevant sanctions similarly for disqualification purposes, which should enhance the effectiveness of the disqualification rules to screen out felons and bad actors.
  In our view, bars are orders issued by one of the specified regulators that have the effect of barring a person from: (1) Associating with certain regulated entities; (2) engaging in the business of securities, insurance or banking; or (3) engaging in savings association or credit union activities. We believe that any such order that has one of those effects would be a bar, regardless of whether it uses the term ''bar.'' [777] Under the proposed rules, a disqualifying order is one that bars the person ''at the time of the filing of the information required by Section 4A(b) of the Securities Act of 1933'' from one or more of the specified activities. Thus, for example, a person who was barred permanently, with the right to apply to reassociate after three years, would be disqualified until such time as he or she successfully applied to reassociate, assuming that the bar had no continuing effect after reassociation. Bars would be disqualifying for as long as they are in effect but no longer, matching the period of disqualification to the duration of the regulatory sanction. The treatment of regulatory bars and orders [778] is different in one relevant respect from court injunctions and restraining orders. [779] Court injunctions and restraining orders would be subject to a five-year look-back period, which would function as a cut-off (i.e., injunctions and restraining orders issued more than five years before the filing required by Section 4A(b) would no longer be disqualifying, even if they are still in effect or permanent). This is the same approach as under the Rules 262 and 506 disqualification rules, and we do not believe that the shift from Regulation A and Rule 506 offerings to offerings pursuant to Section 4(a)(6) justifies extending the time period for disqualifications associated with court injunctions and restraining orders.
  The proposed rules would define a ''final order'' as ''a written directive or declaratory statement issued by a federal or state agency, described in proposed Rule 503(a)(3) of Regulation Crowdfunding, under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.'' [780] This definition is based on the definition that FINRA uses in forms related to Exchange Act Section 15(b)(4)(H), which is identical to provisions of Section 302(d). Section 302(d) provides that disqualification must result from final orders of the relevant regulators that are ''based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct.'' The proposed rules would not, similar to the Rule 506 disqualification rules, limit ''fraudulent, manipulative or deceptive conduct'' to matters involving scienter. Scienter is not a requirement under Exchange Act Section 15(b)(4)(H) or Advisers Act Section 203(e)(9). Commission orders are issued under these sections based only on the existence of a relevant state or federal regulatory order. The Commission has stated that, while the degree of scienter involved is a factor in determining what sanction is appropriate, [781] the Commission can order sanctions even where scienter is not an element of the underlying state antifraud law violation. [782] We do not believe it would be appropriate to limit the provision to matters involving scienter absent a clear statutory directive to do so, particularly when the relevant language has been construed in other contexts not to be so limited. Moreover, imposing such a limitation may result in excluding regulatory orders that are explicitly mandated to be covered by the new rules.
  (d) Commission Disciplinary OrdersRule 262(b)(3) of Regulation A disqualifies an issuer if any covered person is subject to a Commission order ''entered pursuant to [S]ection 15(b), 15B(a), or 15B(c) of the Exchange Act, or [S]ection 203(e) or (f) of the Investment Advisers Act.'' Under these provisions (other than Section 15B(a), discussed below), the Commission has authority to order a variety of sanctions against registered brokers, dealers, municipal securities dealers and investment advisers and their associated persons, including suspension or revocation of registration, censure, limiting their activities, imposing civil money penalties and barring individuals from being associated with specified entities and from participating in the offering of any penny stock.
  The proposed rules are based on Rule 262(b)(3) but would not include the reference to Section 15B(a) (the basic registration requirements for municipal securities dealers). [783] Section 15B(a) is not generally a source of sanctioning authority, and we do not believe it is appropriate to refer to it in the context of the proposed disqualification rules. This is consistent with the approach in the Rule 506 disqualification rules. Under the proposed rules, the disqualification would continue only for as long as some act is prohibited or required to be performed pursuant to the order (with the consequence that censures and orders to pay civil money penalties, assuming the penalties are paid in accordance with the order, would not be disqualifying, and a disqualification based on a suspension or limitation of activities would expire when the suspension or limitation expires).
  (e) Certain Commission Cease-and-Desist OrdersSection 302(d) mandates that disqualification result from final orders issued within a 10-year period by the state and federal regulators identified in Section 302(d)(2)(B)(i). These regulators include state authorities that supervise banks, savings associations or credit unions; state insurance regulators; appropriate federal banking agencies; and the National Credit Union Administration. The Commission is not included in the list of regulators, and orders issued in stand-alone Commission cease-and-desist proceedings [784] are not disqualifying under Rule 262. [785] The reason for this omission appears to be largely historical: the Commission did not have authority to bring cease-and-desist proceedings when Rule 262 was originally adopted, and the rule has not been amended to take that authority into account. We believe that adding certain Commission cease-and-desist orders to the disqualification provisions would further enhance the investor protection intent of the disqualification provisions. This approach also would be consistent with the disqualification provisions for Rule 506. We believe an injunctive or restraining order issued by a federal court and a Commission cease-and-desist order arising out of the same legal violation demonstrate equally disqualifying conduct and should have the same consequences under our proposed disqualification rules. We believe that the determination of disqualification should not depend on whether a particular enforcement action is brought in court or through a Commission cease-and-desist proceeding. Commission cease-and-desist orders would be an additional disqualification trigger not provided for in Section 302(d). In our view, Section 302(d) does not limit the existing authority we previously used to create other bad actor provisions, and based on the foregoing reasons, we believe it would be appropriate to add Commission cease-and-desist orders to the disqualification triggers.
  The proposed rules, consistent with the approach for the Rule 506 disqualification rules, would not include administrative cease-and-desist orders that do not require any showing or finding of scienter, with one exception. [786] The proposed disqualification trigger only would cover Commission orders to cease and desist from violations and future violations of the scienter-based anti-fraud provisions of the federal securities laws (including, without limitation, Securities Act Section 17(a)(1), [787] Exchange Act Section 10(b) [788] and Rule 10b-5 thereunder, [789] Exchange Act Section 15(c)(1) [790] and Advisers Act Section 206(1) [791] ). The only additional disqualification trigger not requiring scienter would be Section 5 violations. [792] Section 5 imposes a strict liability standard, which does not require a finding of scienter. [793] As a matter of policy, we do not believe that the exemption from registration under Section 4(a)(6) should be made available to persons whose prior conduct has resulted in an order to cease and desist from violations of the registration requirements of Section 5.
  A disqualification based on a Commission cease-and-desist order would be subject to the same five-year look-back period that applies to court restraining orders and injunctions, rather than the 10-year look-back that is mandated to apply to other final regulatory orders under Section 302(d), which would provide consistent Commission treatment of cease-and-desist orders with court orders that we seek. This approach is also consistent with the Rule 506 disqualification rules.
  (f) Suspension or Expulsion From SRO Membership or Association With an SRO MemberRule 262(b)(4) disqualifies an offering if any covered person is suspended or expelled from membership in, or suspended or barred from association with a member of, a self-regulatory organization or ''SRO'' (e.g., a registered national securities exchange or national securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. [794]
  The proposed rules would include a reference to a registered affiliated securities association [795] and would apply the standard to all covered persons, [796] but they would not otherwise change the substance of Rule 262(b)(4). [797] Including these changes is the same approach as in the Rule 506 disqualification rules.
  (g) Stop Orders and Orders Suspending the Regulation A ExemptionParagraphs (a)(1) and (2) of Rule 262 disqualify an offering if the issuer, or any predecessor or affiliated issuer, has filed a registration statement or Regulation A offering statement that was the subject of a Commission refusal order, stop order or order suspending the Regulation A exemption within the last five years, or is the subject of a pending proceeding to determine whether such an order should be issued. [798] Similarly, paragraphs (c)(1) and (2) of Rule 262 disqualify an offering if any underwriter of the securities proposed to be issued was, or was named as, an underwriter of securities under a registration statement or Regulation A offering statement that was the subject of a Commission refusal order, stop order or order suspending the Regulation A exemption within the last five years, or is the subject of a pending proceeding to determine whether such an order should be issued. [799]
  The proposed rules would incorporate the substance of paragraphs (a)(1), (a)(2), (c)(1) and (c)(2) of Rule 262 in a single paragraph that applies to all covered persons, [800] resulting in rules that are substantially similar to Rule 262. This is the same as the approach in the Rule 506 disqualification rules.
  (h) United States Postal Service False Representation OrdersParagraphs (a)(5) and (b)(5) of Rule 262 disqualify an offering if the issuer or another covered person is subject to a United States Postal Service false representation order, entered within the preceding five years, or to a temporary restraining order or preliminary injunction with respect to conduct alleged to have violated the false representation statute that applies to U.S. mail. [801]
  The proposed rules would incorporate the substance of paragraphs (a)(5) and (b)(5) of Rule 262 in a single paragraph, [802] resulting in rules that are substantially similar to Rule 262. This is the same as the approach in the Rule 506 disqualification rules.
  Request for Comment261. Should we eliminate or modify any of the proposed disqualification events? If so, which ones and why? Should additional events be disqualifying events? If so, what should constitute a disqualifying event and why?
  262. The proposed disqualification for certain criminal convictions contemplates a look-back period of five years for criminal convictions of issuers (including predecessors and affiliated issuers) and 10 years for other covered persons. Should we modify the proposed five- and 10-year look-back periods? If so, what should the look-back periods be? Should the look-back periods be measured from the date of the requisite filing with the Commission, as proposed, or the date of the relevant sale? Why?
  263. Should we expand or narrow the scope of the coverage of criminal convictions? Why or why not?
  264. Is the proposed coverage and look-back period for disqualification events relating to court injunctions and restraining orders appropriate? Why or why not? Should we impose any due process requirements as a condition to disqualification? If so, what should those requirements be and why? Should we expand or narrow our proposed approach of who would be viewed as subject to an order? Why or why not?
  265. Are the proposed disqualification provisions relating to final orders of certain regulators appropriate? Why or why not? The proposed rules would add the CFTC to the list of regulators whose regulatory bars and other final orders will trigger disqualification. Is this addition appropriate? Why or why not? Should we define or provide additional guidance about what constitutes a ''bar''? Why or why not? Is our proposed definition of ''final order'' appropriate? If not, why not and what should it be? Should we limit ''fraudulent, manipulative or deceptive conduct'' to matters involving scienter? Why or why not?
  266. Are the proposed disqualification provisions relating to Commission disciplinary orders appropriate? Why or why not? Should the disqualification continue only for as long as some act is prohibited or required to be performed pursuant to the order, as proposed, or should we impose a look-back period for Commission disciplinary orders? If we should impose a look-back period, how long should that look-back period be (e.g. five years, 10 years)?
  267. The proposed disqualification provisions would make certain Commission cease-and-desist orders a disqualifying event. Is this approach appropriate? Why or why not? Should we create a new disqualification trigger for orders of any other regulator not identified in Section 302(d)? If so, which regulator and why?
  268. Are the proposed disqualification provisions relating to suspension or expulsion from SRO membership or association with an SRO member appropriate? Why or why not?
  269. Are the proposed disqualification provisions relating to stop orders and orders suspending the Regulation A exemption appropriate? Why or why not?
  270. Are the proposed disqualification provisions relating to United States Postal Service false representation orders appropriate? Why or why not?
  iii. Reasonable Care ExceptionThe proposed rules would include an exception from disqualification for offerings in which the issuer establishes that it did not know and, in the exercise of reasonable care, could not have known that a disqualification existed because of the presence or participation of another covered person. [803] This is the same as the approach in the Rule 506 disqualification rules. The proposed reasonable care exception should help address the potential difficulty for issuers in establishing whether any covered persons are the subject of disqualifying events, [804] particularly given that there is no central repository that aggregates information from all the federal and state courts and regulatory authorities that would be relevant in determining whether covered persons have a disqualifying event in their past. We are proposing a reasonable care exception out of concern that the benefits of the new exemption under Section 4(a)(6)'--which, among other things, is intended to alleviate the funding gap and accompanying regulatory concerns faced by startups and small businesses in connection with raising capital in relatively low dollar amounts'--may otherwise be substantially reduced. Issuers may be reluctant to offer or sell securities in reliance on an exemptive rule if the exemption could later be found, despite the issuer's exercise of reasonable care, not to have been available. On the other hand, issuers must have a responsibility to screen bad actors out of their offerings made in reliance on Section 4(a)(6). We believe that providing a reasonable care exception would help to preserve the intended benefits of the Section 4(a)(6) exemption and avoid creating an undue burden on capital-raising activities, while giving effect to the disqualification provisions. Although Rule 262 does not contain a reasonable care exception, we believe that even with its inclusion, the proposed rules would be substantially similar to Rule 262.
  We are proposing that in order for an issuer to establish that it had exercised reasonable care, it would need to make a factual inquiry into whether any disqualifications existed. The nature and scope of the factual inquiry would vary based on the circumstances of the issuer and the other offering participants. For example, we believe that issuers should have an in-depth knowledge of their own officers and directors, which could be gained through the recruiting process and in the course of performing their duties. When relevant inquiry has already been made, further steps may not be required in connection with a particular offering. In the absence of other factors, factual inquiry by means of questionnaires or certifications, perhaps accompanied by contractual representations, covenants and undertakings, may be sufficient. If the circumstances give an issuer reason to question the veracity or accuracy of the responses to its inquiries, we believe reasonable care would require the issuer to take further steps or undertake additional inquiry to provide a reasonable level of assurance that no disqualifications apply.
  The timeframe for inquiry also should be reasonable in relation to the circumstances of the offering and the participants. The objective would be for the issuer to gather information that is complete and accurate as of the time of the relevant transactions without imposing an unreasonable burden on the issuer or the other offering participants. With that in mind, we would expect issuers to determine the appropriate cut-off dates to apply when they make a factual inquiry, based upon the particular facts and circumstances of the offering and the participants involved, to determine whether any covered persons are subject to disqualification before seeking to rely on the exemption.
  Request for Comment271. Is it appropriate to have a reasonable care exception from disqualification? Why or why not?
  272. In order for an issuer to establish that it had exercised reasonable care, the proposed rules would require the issuer to make a factual inquiry into whether any disqualifications existed. Is this approach appropriate? Why or why not? Should we include in the proposed rules additional guidance on what types of factual inquiries should be undertaken under the reasonable care standard? If so, what should that guidance include? Should we create a cut-off date to apply when issuers make a factual inquiry? If so, what should that cut-off date be?
  iv. WaiversThe proposed rules would include a waiver provision based on Rule 262 under which the Commission could grant a waiver of disqualification if it determined that the issuer had shown good cause ''that it is not necessary under the circumstances that the [registration] exemption . . . be denied.'' Depending on the specific facts, we believe a number of circumstances (such as a change of control, change of supervisory personnel, absence of notice and opportunity for hearing and relief from a permanent bar for a person who does not intend to apply to reassociate with a regulated entity) could be relevant to the evaluation of a waiver request. The Commission has delegated authority to the Director of the Division of Corporation Finance to grant disqualification waivers under Regulation A. [805] Given the expectation of a short timeframe for crowdfunding offerings conducted pursuant to Section 4(a)(6), we are sensitive to the timeliness of the waiver application process and the risk that a lengthy review process may disadvantage issuers seeking speedy access to capital. We believe the staff has managed the process of granting waivers from Regulation A and Rule 505 disqualification appropriately in the past. Accordingly, we are proposing to clarify the existing delegation of authority to the Director of the Division of Corporation Finance by amending it to cover disqualification waivers under Section 4(a)(6). [806] This also is the same approach we took in the context of waivers for the Rule 506 disqualification rules.
  The proposed rules would provide that disqualification would not arise if, before the filing of the information required by Section 4A(b), the court or regulatory authority that entered the relevant order, judgment or decree advises in writing, whether contained in the relevant judgment, order or decree or separately to the Commission or its staff, that disqualification under Section 4(a)(6) should not arise as a consequence of such order, judgment or decree. Because disqualification would not arise in those circumstances, no waiver would be needed. This automatic exception from disqualification is similar to that in NASAA's approved Model Accredited Investor Exemption (''MAIE''), adopted in 1997, and Uniform Limited Offering Exemption (''ULOE''), adopted in 1983 and again in 1989. Under both the MAIE and ULOE, disqualification is waived if, among other things, the regulator issuing the relevant order determines that disqualification is not necessary under the circumstances. [807] We believe that including this automatic exception from disqualification is appropriate because it allows the relevant authorities to determine the impact of their roles, and it conserves Commission resources (which might otherwise be devoted to consideration of waiver applications) in cases where the relevant authority determines that disqualification from offerings made in reliance on Section 4(a)(6) is not warranted. This is the same as the approach in the Rule 506 disqualification rules.
  Request for Comment273. The proposed rules contemplate that the Commission could grant a waiver of disqualification under certain circumstances. Is this approach appropriate? Why or why not? What should constitute ''good cause'' for purposes of seeking a waiver? Are there specific circumstances under which a waiver is appropriate (e.g. change of control, change of supervisory personnel, absence of notice and opportunity for a hearing)? If so, what are they?
  274. Should we delegate authority to the Director of the Division of Corporation Finance to grant disqualification waivers under Section 4(a)(6), as proposed? Why or why not?
  275. Is it appropriate to include an automatic exception from disqualification where the relevant authority concludes that disqualification under Section 4(a)(6) should not arise as a consequence of such order, judgment or decree, as proposed? If not, why not? Should we expand or limit this automatic exception? Please explain.
  v. Transition IssuesThe proposed rules would specify that disqualification under Section 4(a)(6) would not arise as a result of events occurring before the effective date of Regulation Crowdfunding, when adopted. [808] This is consistent with the approach we took with respect to the Rule 506 disqualification rules. We believe this approach would address concerns about the potential unfairness of a retroactive application of the disqualification provisions, such as to persons who settled actions prior to the enactment of the JOBS Act and the adoption of rules to implement the JOBS Act.
  In lieu of imposing disqualification for pre-existing events, the proposed rules would require disclosure in the offering materials of matters that would have triggered disqualification had they occurred after the effective date of proposed Regulation Crowdfunding. [809] We believe this disclosure would put investors on notice of events that would, but for the timing of such events, disqualify offerings under Section 4(a)(6) that they are evaluating as potential investments. We also believe that this disclosure is particularly important because, as a result of the implementation of Section 302(d), investors may have the impression that all bad actors would now be disqualified from participating in offerings under Section 4(a)(6). We expect that issuers would give reasonable prominence to the disclosure to ensure that information about pre-existing bad actor events would be appropriately presented in the total mix of information available to investors. If disclosure of a pre-existing, otherwise disqualifying event is required and not adequately provided to an investor, we do not believe relief would be available under the proposed rules, [810] which provide that insignificant deviations from Regulation Crowdfunding requirements would not necessarily result in loss of the exemption.
  Request for Comment276. Should we impose disqualification for all pre-existing events, regardless of whether they occurred before the effectiveness of the final rules, or only for events after effectiveness? Why or why not? Should we treat different types of pre-existing events differently? Why or why not? If so, in either case, how should we address concerns about the fairness of retroactive application of the disqualification provisions to actions that took place prior to the enactment of the JOBS Act and the adoption of rules implementing the JOBS Act?
  277. The proposed rules would specify that disqualification under Section 4(a)(6) would not arise as a result of events occurring before the effective date of proposed Regulation Crowdfunding. Should we limit disqualification to events occurring after the enactment of the JOBS Act instead? Why or why not?
  278. Is it appropriate to require disclosure of matters that would have triggered disqualification had they occurred after the effective date of proposed Regulation Crowdfunding? Is there a better method of putting investors on notice of bad actor involvement? If so, what method? If disclosure of a pre-existing triggering event is required and not adequately provided to an investor, should relief for insignificant deviations from Regulation Crowdfunding requirements be available? Why or why not?
  b. Intermediaries and Certain Other Associated PersonsAs noted above, Section 302(d)(1)(B) requires the Commission to establish disqualification provisions under which an intermediary would not be eligible to effect or participate in transactions conducted pursuant to Securities Act Section 4(a)(6). Section 302(d)(2) requires that the disqualification provisions we propose be substantially similar to the provisions of Securities Act Rule 262, which applies to issuers. Exchange Act Section 3(a)(39) [811] currently defines the circumstances in which a broker would be subject to a ''statutory disqualification'' with respect to membership or participation in a self-regulatory organization such as FINRA or any other registered national securities association. We believe that the definition of ''statutory disqualification'' under Section 3(a)(39) is substantially similar to, while somewhat broader than, the provisions of Rule 262. [812]
  The proposed rules would prohibit any person subject to a statutory disqualification as defined in Exchange Act Section 3(a)(39) from acting as, or being an associated person of, an intermediary unless permitted to do so by Commission rule or order. [813] The term ''subject to a statutory disqualification'' has an established meaning under Exchange Act Section 3(a)(39) and defines circumstances that would subject a person to a statutory disqualification with respect to membership or participation in, or association with a member of, a self-regulatory organization. [814] Because funding portals, like broker-dealers, would be members of FINRA or any other registered national securities association, we anticipate that they would take appropriate steps to check the background of any person seeking to become associated with them, including whether such person is subject to a statutory disqualification. In addition, we propose to clarify that associated persons of intermediaries engaging in transactions in reliance on Section 4(a)(6) must comply with Exchange Act Rule 17f-2, relating to the fingerprinting of securities industry personnel. Exchange Act Rule 17f-2 would apply to all brokers, including registered funding portals. The proposed instructions to Rule 503(d) would clarify that Rule 17f-2 requires that, unless subject to an exemption, every broker shall require that each of its partners, directors, officers and employees be fingerprinted and shall submit, or cause to be submitted, the fingerprints of such persons to the Attorney General of the United States or its designee for identification and appropriate processing. We believe that consistent standards for all intermediaries would assist FINRA or any other registered national securities association in monitoring compliance and enforcing its rules across its members.
  We are proposing to apply to intermediaries the standard of Section 3(a)(39) rather than Rule 262 or the disqualification rules we are proposing for issuers, in part because the Section 3(a)(39) standard is already an established one among financial intermediaries and their regulators. We believe that the practices that have evolved around the Section 3(a)(39) standards have evolved in a manner appropriate to intermediaries, and that to impose a new or different standard only for those intermediaries that engage in transactions in reliance on Section 4(a)(6), could create confusion and unnecessary burdens on market participants. Unnecessary burdens would arise in particular for brokers that act as intermediaries in transactions in reliance on Section 4(a)(6), as they and their associated persons would become subject to two distinct standards for disqualification. Consistent standards for all brokers and funding portals would also assist FINRA or any other registered national securities association in monitoring compliance and enforcing its rules across its members.
  Request for Comment279. Is the standard for ''subject to a statutory disqualification'' as defined in Exchange Act Section 3(a)(39) appropriate for purposes of establishing disqualification provisions for intermediaries in crowdfunding transactions made in reliance on Section 4(a)(6)? Why or why not? If another standard would be appropriate, why should that standard be used instead of Section 3(a)(39)? If we were to use another standard for funding portals, should we also use that standard for brokers' crowdfunding activities? Or, should brokers adhere to the Section 3(a)(39) standard for all their activities, including crowdfunding?
  280. Should we instead propose rules that mirror the disqualification rules we are proposing for issuers? If we were to take this approach, would any particular disqualification provision need to be tailored for intermediaries engaging in crowdfunding transactions? Are there unintended consequences of having different disqualification standards for issuers and for intermediaries? Please explain.
  281. Should any of the differences between Rule 262 and Section 3(a)(39) be addressed? Why or why not? If so, how should we address them?
  282. Should we permit intermediaries to determine how best to screen associated persons to ensure they are not subject to a statutory disqualification? Why or why not? If so, should we propose particular standards, or a level of care, applicable to this screening?
  283. Should we prescribe specific steps that an intermediary must take to ascertain whether an associated person should be prohibited from participating in or effecting crowdfunding transactions in reliance on Section 4(a)(6)? If so, what should those steps be?
  284. Should we permit intermediaries to reasonably rely on the representations of associated persons regarding statutory disqualification if the intermediary otherwise has conducted a background check on the associated person?
  F. General Request for CommentWe request and encourage any interested person to submit comments regarding the proposed rules and form amendments, specific issues discussed in this release and other matters that may have an effect on the proposed rules. We particularly welcome comments from issuers, investors, state regulators and other market participants. With regard to any comments, we note that such comments are of particular assistance to us if accompanied by supporting data and analysis of the issues addressed in those comments. We urge commenters to be as specific as possible.
  Title III sets forth a comprehensive regulatory structure for startups and small businesses to raise capital through securities offerings using the Internet through crowdfunding. In particular, Title III provides an exemption from registration for certain offerings of securities by adding Securities Act Section 4(a)(6). In addition, Title III:
  Adds Securities Act Section 4A, which requires, among other things, that issuers and intermediaries that facilitate transactions between issuers and investors provide certain information to investors and potential investors, take certain actions and provide notices and other information to the Commission;Adds Exchange Act Section 3(h), which requires the Commission to adopt rules to exempt, either conditionally or unconditionally, funding portals from having to register as brokers or dealers pursuant to Exchange Act Section 15(a)(1);Includes disqualification provisions under which an issuer would not be able to avail itself of the exemption for crowdfunding if the issuer or other related parties, including an intermediary, were subject to a disqualifying event; andAdds Exchange Act Section 12(g)(6), which requires the Commission to adopt rules to exempt from Section 12(g), either conditionally or unconditionally, securities acquired pursuant to an offering made in reliance on Section 4(a)(6).As discussed in detail above, we are proposing Regulation Crowdfunding to implement the requirements of Title III. The proposed rules would implement the new exemption for the offer and sale of securities pursuant to the requirements of Section 4(a)(6) and provide a framework for the regulation of issuers and intermediaries, which includes brokers and funding portals engaging in such transactions. The proposed rules also would exempt securities offered and sold in reliance on Section 4(a)(6) from the registration requirements of Exchange Act Section 12(g).
  We are mindful of the costs imposed by, and the benefits to be obtained from, our rules. Securities Act Section 2(a) and Exchange Act Section 3(f) require us, when engaging in rulemaking that requires us to consider or determine whether an action is necessary or appropriate in the public interest, to consider, in addition to the protection of investors, whether the action will promote efficiency, competition and capital formation. Exchange Act Section 23(a)(2) requires us, when adopting rules under the Exchange Act, to consider the impact that any new rule would have on competition and to not adopt any rule that would impose a burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. The discussion below addresses the economic effects of the proposed rules, including the likely costs and benefits of proposed Regulation Crowdfunding, as well as the likely effect of the proposed rules on efficiency, competition and capital formation. Given the specific language of the statute and our understanding of Congress's objectives, we believe that it is appropriate for the proposed rules to follow the statutory provisions closely. We nonetheless also rely on our discretionary authority to propose certain additional provisions. While the costs and benefits of the proposed rules in large part stem from the statutory mandate of Title III, certain costs and benefits are affected by the discretion we propose to exercise in connection with implementing this mandate. For purposes of this economic analysis, we address the costs and benefits resulting from the mandatory statutory provisions and our exercise of discretion together, because the two types of benefits and costs are not separable.
  We request comment on all aspects of our economic analysis, including the potential costs and benefits of the proposed rules.
  A. Economic BaselineThe baseline for our economic analysis of proposed Regulation Crowdfunding, including the baseline for our consideration of the effects of the proposed rules on efficiency, competition and capital formation, is the situation in existence today, in which startups and small businesses seeking to raise capital through securities offerings must register the offer and sale of securities under the Securities Act unless they can rely on an existing exemption from registration under the federal securities laws. Moreover, under existing requirements, intermediaries intending to facilitate such transactions generally are required to register with the Commission as broker-dealers under Exchange Act Section 15(a). Finally, under existing exemptions from the registration requirements of the Securities Act, small investors may be limited in their ability to participate in offerings of securities of nonpublic companies. [815]
  1. Existing Funding Sources Available to Startups and Small BusinessesThe potential economic impact of the proposed rules, including their effect on efficiency, competition and capital formation, will depend on how the crowdfunding method of raising capital compares to existing methods that startups and small businesses currently use for raising capital. Startups and small businesses can potentially tap a variety of financing sources in the capital markets: Debt, equity or hybrid security offerings; registered or unregistered offerings; and bank loans. The figure below plots the capital raising by various sources for the period 2009-2012. [816] As evident from the data, significant fundraising in the capital markets takes place via public debt, Regulation D offerings (which include equity, debt and hybrid security offerings) and Rule 144A offerings (which include predominantly debt securities).
  Startups and small businesses seeking to raise capital can register the offer and sale of securities under the Securities Act. Registered offerings, however, are generally too costly to be viable alternatives for startups and small businesses. In particular, issuers conducting registered offerings must usually pay underwriter commissions, which are, on average, 7% for initial public offerings, 5.4% for follow-on equity offerings and between 0.9% and 1.5% for issuers raising capital through public bond issuances. [817] Issuers conducting registered offerings also must pay Commission registration fees and FINRA or any other registered national securities association filing fees, legal and accounting fees and expenses, transfer agent and registrar fees, costs associated with periodic reporting requirements and other regulatory requirements and various other fees. Two surveys concluded that the average cost of achieving initial regulatory compliance for an initial public offering is $2.5 million, followed by an ongoing compliance cost, once public, of $1.5 million per year. [818] Hence, for an issuer seeking to raise less than $1 million, a registered offering is not economically feasible if it would cost an estimated $2.5 million, on average, to achieve initial regulatory compliance for an initial public offering. [819]
  The alternative to raising capital via registered offerings is for startups and small businesses to offer and sell securities by relying on an existing exemption from registration under the federal securities laws. For example, they could rely on current exemptions from registration under the Securities Act, such as Section 3(a)(11), Section 4(a)(2), [820] Regulation D [821] and Regulation A. [822] While we do not have complete data on offerings relying on an exemption under Section 3(a)(11) or Section 4(a)(2), certain data available from Regulation D and Regulation A filings allow us to gauge how frequently issuers use these exemptions when raising capital. Based on Regulation D filings by non-fund issuers [823] from 2009 to 2012, there are a substantial number of issuers who choose to raise capital by relying on Rule 506 even though their offering size would qualify for an exemption under Rule 504 or Rule 505. [824] With the recent amendment to Rule 506 of Regulation D that permits an issuer to engage in general solicitation or general advertising in offering and selling securities pursuant to Rule 506, subject to certain conditions, [825] we expect to see an even higher percentage of issuers relying on that rule. As shown in the table below reporting the number of Regulation D and Regulation A offerings by non-fund issuers, from 2009 to 2012, relatively few issuers rely on Regulation A.
  Offering size< >$50 millionNote: Data comes from Form D and Form 1-A filings from 2009 to 2012. We consider only new offerings and exclude offerings with amount sold reported as $0 on Form D. We also use the maximum amount indicated in Form 1-A to determine offering size for Regulation A offerings.Rule 5041,997Rule 505705229Rule 50619,42411,9578,1031,268Regulation A214Each of these exemptions, however, includes restrictions that may limit its suitability for startups and small businesses. The table below lists the main requirements of these exemptions. For example, the exemption under Securities Act Section 3(a)(11) is limited to intrastate offerings, [826] and an issuer seeking to offer and sell securities pursuant to Regulation A may be required to register in all 50 states if it intends to offer and sell the securities in all 50 states using the Internet. An issuer relying on Regulation A also would need to file with the Commission an offering document, which, coupled with the potential review of such document by the staff, has been cited as a reason why Regulation A is not widely used. [827] Issuers of securities pursuant to Securities Act Section 4(a)(2) and Rules 504, 505 and 506(b) under Regulation D generally may not engage in general solicitation and general advertising to reach potential investors, which also could place a significant limitation on offerings by startups and small businesses. Although an issuer may avoid the restriction on general solicitation and general advertising by using the services of a financial intermediary, those services may be costly. [828] While Rule 506 under Regulation D preempts the applicability of state laws regarding the offer and sale of securities and new Rule 506(c) permits general solicitation and general advertising, an issuer seeking to rely on Rule 506(c) would be limited to selling securities only to accredited investors. [829]
  Type of offeringDollar limitManner of offeringIssuer and investor requirementsFiling requirementRestriction on resaleBlue sky exemptionSection 3(a)(11)NoneNo limitation other than to maintain intrastate character of offeringAll issuers and investors must be resident in state. No limitation on numberNoneRests within the state (generally a one-year period for resales within state)Need to comply with state blue sky law by registration or state exemption.Section 4(a)(2)NoneNo general solicitation or advertisingAll issuers and investors must meet sophistication and access to information test so as not to need protection of registrationNoneRestricted securitiesNeed to comply with state blue sky law.Regulation A$5,000,000 within prior 12 months, but no more than $1,500,000 by selling security holders''Testing the waters'' permitted before filing Form 1-A. Sales permitted after Form 1-A qualifiedNo requirementsFile test the waters documents, Form 1-A, any sales material and Form 2-A report of sales and use of proceeds with the CommissionNone; freely resalableNeed to comply with state blue sky law.Rule 504 Regulation D$1,000,000 within prior 12 monthsNo general solicitation or advertising unless registered in a state requiring use of a substantive disclosure document or sold under state exemption for sales to accredited investors with general solicitationNo requirementsFile Form D with the Commission not later than 15 days after first sale. Filing not a condition of the exemptionRestricted unless registered in a state requiring use of a substantive disclosure document or sold under state exemption for sale to accredited investors with general solicitationNeed to comply with state blue sky law by registration or state exemption.Rule 505 Regulation D$5,000,000 within prior 12 monthsNo general solicitation or advertisingUnlimited accredited investors and 35 non-accredited investorsFile Form D with the Commission not later than 15 days after first sale. Filing not a condition of the exemptionRestricted securitiesNeed to comply with state blue sky law.Rule 506 Regulation DNoneNo general solicitation or advertising under Rule 506(b) General solicitation and general advertising permitted under Rule 506(c), provided all purchasers are accredited investorsUnder Rule 506(b), unlimited accredited investors and 35 non-accredited investors. Under Rule 506(c), all purchasers must be accredited investorsFile Form D with SEC not later than 15 days after first sale. Filing not a condition of the exemptionRestricted securitiesExempt as ''covered security'' pursuant to Securities Act Section 18 [15 U.S.C. 77r].2. Current Sources of Funding for Startups and Small Businesses That Could Be Substitutes or Complements to CrowdfundingAt present, startups and small businesses can raise capital through several sources that could be close substitutes or complements to crowdfunding transactions that rely on Section 4(a)(6). These sources are either based on unregistered securities offerings or involve lending by financial institutions.
  a. Family and FriendsFamily and friends are sources through which startups and small businesses can raise capital. This source of capital is usually available early in the lifecycle of a small business, before the business approaches arm's-length formal financial channels. [830] Among other things, family and friends may donate funds, loan funds or acquire an equity stake in the business. A recent study of the financing choices of startups finds that most of the capital supplied by friends and family is in the form of loans. [831] In contrast to a commercial lender that, for example, would need to assess factors such as the willingness and ability of a borrower to repay the loan and the viability of its business, family and friends may be willing to assist based primarily or solely upon personal relationships. Family and friends, however, may be able to provide only a limited amount of capital compared to other sources. In addition, financial arrangements with family and friends may not be an optimal source of funding if any of the parties is untrained in the structuring of loan agreements, equity investments or in related areas of accounting. Unfortunately, there is no available data on these financing sources that could allow us to quantify their magnitude and compare them to other current sources of capital.
  b. Commercial Loans, Peer-to-Peer Loans and MicrofinanceStartups and small businesses also may seek loans from financial institutions. [832] A recent study of the financing choices of startups suggests that they resort to bank financing early in their lifecycle. [833] The study finds that businesses rely heavily on external debt sources such as bank financing in the first year after being formed, which comes mostly in the form of personal and commercial bank loans, business credit cards and credit lines. Another recent report, however, suggests that bank lending to small businesses fell by $100 billion from 2008 to 2011 and that by 2012, less than one-third of small businesses reported having a business bank loan. [834] Our analysis of lending data from FDIC-insured depository institutions from June 30, 2006 until June 30, 2013 also shows that both small business loans (those for up to a $1 million) and large business loans (those greater than $1 million) experienced a decline from the peak in 2008. [835] Small business loans, however, declined continuously over the period by approximately 18% from 2008 until 2013. Large business loans, on the other hand, range from a high of $2,440 billion in 2008 to a low of $1,924 billion in 2010. The figure shows that this segment of the loan market has shown steady increases since 2010.
  Additionally, although covering the pre-recessionary period, a Federal Reserve Board staff study analyzing data from the 2003 Survey of Small Business Finance suggests that 60 percent of small businesses have outstanding credit in the form of a credit line, a loan or a capital lease. [836] These loans were borrowed from two types of financial institutions'--depositary and non-depositary institutions (e.g., finance companies, factors or leasing companies). [837] Lines of credit were the most widely used type of credit. [838] Other types of loans included mortgage loans, equipment loans and motor vehicle loans. [839]
  Various loan guarantee programs of the Small Business Administration (''SBA'') make credit more accessible to small businesses by either lowering the interest rate of the loan or enabling a market-based loan that a lender would not otherwise be willing to provide, absent a guarantee. [840] Although the SBA does not itself act as a lender, the agency guarantees a portion of loans made and administered by commercial lending institutions. SBA loan programs include 7(a) loans, [841] CDC/504 loans [842] and Microloans. [843] For example, in fiscal year 2011, the SBA approved approximately $30.5 billion in 7(a) and CDC/504 loans, which were distributed to approximately 54,500 small businesses. [844] The SBA, however, currently accounts for a small part of the overall small business lending in the United States, administering less than 2 percent of all small business loans. [845]
  Many startups and small businesses may find loan requirements imposed by financial institutions difficult to meet and may not be able to rely on these institutions to secure funding. For example, financial institutions generally require a borrower to provide collateral and/or a guarantee, [846] which startups, small businesses and their owners may not be able to provide. Collateral may be required even for loans guaranteed by the SBA.
  Another source of debt financing for startups and small businesses is peer-to-peer lending, which, according to one study, began developing in 2005. [847] Peer-to-peer lending Web sites facilitate debt transactions by directly connecting borrowers and lenders over the Internet. While data on the size of the overall industry is sparse, peer-to-peer lending was estimated to have reached approximately $647 million in 2009 and was expected to grow to $5.8 billion by 2010. [848] Although this source of funding is small relative to the role of financial institutions, peer-to-peer lending sites may offer small businesses more flexibility with regard to pricing, terms of credit, repayment schedules and other conditions. Moreover, peer-to-peer lending sites may not require borrowers to post collateral or a guarantee, and some market participants offer a secondary market for loans originated on their own sites. [849] At least one of the existing peer-to-peer platforms sells third-party issued securities to multiple individual investors, thus improving the liquidity of these securities. [850] Like any traditional lending arrangement, however, borrowers on peer-to-peer lending sites are required to make fixed regular payments to their lenders, which might make it a less attractive option for small businesses with negative cash flows and short operating histories, both of which may make it more difficult for such businesses to demonstrate their ability to repay loans.
  Microfinance also is another source of debt financing for startups and small businesses. Microfinance consists of small, working capital loans provided by microfinance institutions (''MFIs'') that are invested in microenterprises or income-generating activities. [851] The typical users of microfinance services and, in particular, of microcredits are family-owned enterprises or self-employed, low-income entrepreneurs, such as street vendors, farmers, service providers, artisans and small producers, who live close to the poverty line in both urban and rural areas. [852]
  The microfinance market has evolved and grown considerably in the past decades. While data on the size of the overall industry is sparse, in 2008, it was estimated that there were between 7,000 and 10,000 MFIs globally that supplied an estimated $15 to $25 billion in loans. [853] In the U.S., there were about 362 MFIs who disbursed 9,100 loans for a total value of $100 million. [854] On average, U.S. microloans are relatively larger with lower interest rates than those of microloans in developing countries. One distinctive characteristic of the U.S. model of microfinance is that MFIs provide borrowers not only with funds, but also with educational services to build entrepreneurial and leadership skills. [855]
  c. Venture Capitalists and Angel InvestorsStartups and small businesses also may seek funding from venture capitalists (''VCs'') and angel investors. Entrepreneurs seek VC and angel financing usually after they have exhausted other sources of capital that generally do not require the entrepreneurs to relinquish control rights (for example, personal funds and funds from family and friends, if available).
  As the chart below shows, according to data from the National Venture Capital Association, in 2012, VCs invested approximately $27 billion in approximately 3,800 deals that included seed, early-stage, expansion, and late-stage companies. [856]
  Some startups, however, may struggle to attract funding from VCs because VCs tend to invest in startups with certain characteristics. A defining feature of VCs is that they tend to focus exclusively on startup companies with high-growth potential and a high likelihood of going public after a few years of financing. VCs also tend to invest in companies that have already used some other sources of financing, tend to be concentrated in certain geographic regions (e.g., California and Massachusetts) and often require their investments to have an attractive business plan, meet certain growth benchmarks or fill a specific portfolio or industry niche. [857] In addition, when investing in companies, VCs tend to acquire significant control rights (e.g., board seats, rights of first refusal, etc.), which they gradually relinquish as the company approaches an initial public offering. [858]
  According to a trade association, the Angel Capital Association, in 2006, the 5,632 accredited angel investors in its member groups made 947 investments in 512 companies, providing startups with a total of $228.8 million. [859] A study suggests that angel investors tend to invest in younger companies than VCs. [860] We do not have more detailed data on the amount of angel investments in more recent years.
  d. Current Crowdfunding PracticesCurrently in the United States, crowdfunding activity generally is lending-based, ''reward-based'' or ''donation-based,'' as defined by a recent crowdfunding industry report. [861] The report defines reward-based crowdfunding as a model where funders receive a ''reward,'' such as a token or a manufactured product sample, and it defines donation-based crowdfunding as a model where funders donate to causes that they want to support, with no expected compensation or return on their investment. Many of the current domestic crowdfunding offerings relate to individual projects and may not have a defined or sustained business model commensurate with typical issuers of securities. The industry report finds that more than half of all projects on one of the largest domestic crowdfunding sites during the period 2009 through 2011 involved film and musical endeavors. [862]
  According to the industry report, approximately $1.5 billion in financing was raised through crowdfunding platforms during 2011, with over half of that amount raised in the United States, although only approximately $174 million was attributable to ''equity-based'' (or the equity model of crowdfunding) and ''reward-based'' crowdfunding. [863] The industry report further states that equity-based crowdfunding is the fastest-growing of all the crowdfunding categories, at a 114% compound annual growth rate (''CAGR'') in 2011. [864] According to the report, the rapid growth in equity-based crowdfunding has been driven largely by European platforms. [865]
  According to the industry report, most current crowdfunding projects solicit low levels of funding, with the average successful project receiving less than $10,000. [866] The industry report also states that, in 2011, equity-based offerings were, on average, much larger than donation-based offerings, with 68% of total funds raised on equity-based crowdfunding platforms drawing $50,000 or more in financing, suggesting that the types of ventures financed through equity-based crowdfunding could be different than those financed through other crowdfunding methods. [867] Because the prohibition on general solicitation and general advertising (which was recently lifted for offerings made in reliance on Rule 506(c) of Regulation D [868] ) would have made equity-based crowdfunding difficult in the United States, we assume that the data for equity-based crowdfunding comes from offerings outside the United States.
  We are unaware of any domestic issuers and investors that are currently participating in securities-based crowdfunding offerings on Internet-based crowdfunding platforms that are operating outside of the United States (other than offerings made in reliance on Rule 506(c) of Regulation D), although we recognize that these platforms may represent an additional source of funding for startups and small businesses.
  3. Survival Rates for Startups and Small BusinessesStartups and small businesses that lack tangible assets or business experience needed to obtain conventional financing might turn to securities-based crowdfunding in reliance on Section 4(a)(6) as an attractive potential source of financing. There is broad evidence that many of these potential issuers are likely to fail after receiving funding. For example, a 2010 study reports that of a random sample of 4,022 new high-technology businesses started in 2004, only 68% survived by the end of 2008. [869] Other studies also have documented high failure rates for small newly listed companies. For example, the ten-year delist rate for newly listed firms during the period 1981-1991 is 44.1%, compared to 16.9% for newly listed firms in the 1970s. [870]
  Similarly, other studies suggest that startups and small businesses financed by venture capitalists also tend to have high failure rates. One study finds that for 16,315 VC-backed companies that received their first institutional funding round between 1980 and 1999, approximately one-third failed after the first funding round. [871] Additionally a recent study of more than 2,000 companies that received at least $1 million in venture funding, from 2004 through 2010, finds that almost three-quarters of these companiesfailed. [872]These failure rates are high, despite the involvement of sophisticated investors like VCs that are likely better equipped than the average retail investor to deal with uncertainty and risk associated with investments in startups and that generally specialize in selecting firms with good prospects, have direct access to management, have board representation and have at least some degree of control over operating decisions.
  Because we expect that issuers that would engage in offerings made in reliance on Section 4(a)(6) would potentially be in an earlier stage of business development than the businesses included in the above studies, we believe that issuers that engage in securities-based crowdfunding may have higher failure rates than those in the studies cited above. [873]
  4. Market ParticipantsThe proposed rules will have their most significant impact on the market for the financing of startups and small businesses. The number of participants in this market and the amounts raised through alternative sources indicate that this is a large market. In 2011, there were almost 5 million small businesses, defined by the U.S. Census Bureau as having fewer than 500 paid employees. [874] In the same year, FDIC-insured depositary institutions held approximately $626 billion in small business loans, [875] and VCs contributed an additional $30 billion of capital to startups and small businesses. [876]
  We analyze the economic effect of the proposed rules on the following parties: (1) Issuers, typically startups and small businesses seeking to raise capital by issuing securities; (2) intermediaries, through which issuers seeking to engage in transactions in reliance on Section 4(a)(6) will offer and sell their securities; (3) investors who purchase or may consider purchasing securities in such offerings; and (4) other capital providers, broker-dealers and finders who currently participate in private offerings. The potential economic impact of the proposed rules will depend on how these market participants respond to the proposed rules. Each party is discussed in further detail below.
  a. IssuersThe proposed rules would permit certain entities to raise capital by issuing securities for the first time. The number, type and size of the potential issuers that would seek to use crowdfunding to offer and sell securities in reliance on Section 4(a)(6) is uncertain, but data regarding current market practices may help identify the number and characteristics of potential issuers.
  Although it is not possible to predict the number of future securities offerings that might rely on Section 4(a)(6), particularly because rules governing the process are not yet in place, we estimate that the number could be in the thousands per year. We base this estimate on the current number of businesses pursuing similar levels of financing through alternate capital raising methods: small business loans, reward-based and donation-based crowdfunding and Regulation D offerings. According to the SBA's fiscal year 2011 annual performance report, 54,500 small businesses received funding in 2011 through SBA's main lending programs, 7(a) and 504 loans. [877] A crowdfunding industry report estimates that there were 430,920 donation-based or reward-based campaigns in the U.S., which we estimate were conducted by 181,440 unique issuers. [878] Finally, a large number of Regulation D offerings are within the offer limits established for crowdfunding under Section 4(a)(6). According to filings made with the Commission, from 2009 to 2012, there were 25,274 new Regulation D offerings with offer sizes of $1 million or less. These offerings involved 19,652 unique issuers. When excluding hedge funds and investment companies, entities that generally would not be eligible to raise capital in reliance on the exemption in Section 4(a)(6), [879] the number of unique issuers was 15,616. Among these issuers, 24% reported no revenue, while approximately 20% had revenues of less than $1 million. [880] Approximately 92% of these issuers were organized as either a corporation or a limited liability company.
  It is expected that many future issuers of securities in crowdfunding offerings would have otherwise raised capital from one of these alternative sources of financing, while others would have been financed by friends and family or not financed at all. Hence, while the total number of businesses using these alternative funding sources provides a basis for the potential number of issuers offering and selling securities in reliance on Section 4(a)(6) in the future, we cannot know how many of these businesses would elect securities-based crowdfunding in reliance on Section 4(a)(6) once it becomes available, nor can we know how many future businesses may not be financed at all. Further, SBA loan programs and other government contracting programs classify ''small businesses'' as those with fewer than 500 employees, [881] and we expect that some of these businesses might be too large for crowdfunding in reliance on Section 4(a)(6) to be an effective capital-raising option. Separately, many of the current rewards-based or donations-based crowdfunding projects likely entail applications that may not be suitable to a long-lived security issuance (e.g., certain artistic endeavors or artistic projects). Nevertheless, these data show that the potential number of businesses that might seek to offer and sell securities in reliance on Section 4(a)(6) is large, particularly when compared to the current number of Exchange Act reporting issuers, which is less than 10,000. [882]
  We believe that many potential issuers of securities through crowdfunding would be startups and small businesses that are close to the ''idea'' stage of the business venture and that have business plans that are not sufficiently well-developed or do not offer the profit potential or business model to attract VCs or angel investors that otherwise specialize in investing in high risk ventures. In this regard, a study of one large platform revealed that relatively few companies on that platform operate in technology sectors that typically attract VC investment activity. [883]
  b. Crowdfunding IntermediariesSection 4(a)(6)(C) requires that an offer and sale of securities in reliance on Section 4(a)(6) be conducted through a registered funding portal or a broker. Registered brokers, both those that are already registered with the Commission and those that would register, might wish to facilitate securities-based crowdfunding transactions. New entrants that do not wish to register as brokers might decide to register as funding portals to facilitate securities-based crowdfunding transactions in reliance on Section 4(a)(6). Donation-based or reward-based crowdfunding platforms with established customer relations might seek to leverage these relations and register as funding portals, or register as or associate with registered broker-dealers. Although the number of potential intermediaries that would fill these roles is uncertain, practices of existing brokers and crowdfunding platforms provide insight into how the market might develop.
  As of December 2012, there were 4,450 broker-dealers registered with the Commission, with average total assets of approximately $1.1 billion per broker-dealer. The aggregate total assets of these registered broker-dealers are approximately $4.9 trillion. Of these registered broker-dealers, 410 also are dually registered as investment advisers.
  Existing crowdfunding platforms are diverse and actively involved in financing, allowing thousands of projects to search for capital. A recent industry survey of crowdfunding platforms reports that 191 platforms were estimated to be operating in the U.S. as of 2012. [884] Additionally, based on 135 participants in the survey worldwide (including the U.S.), 15% of platforms were engaged in equity-based crowdfunding, 11% in lending-based crowdfunding, 27% in donation-based crowdfunding and 47% in reward-based crowdfunding. [885] Moreover, the industry survey stated that current crowdfunding portals typically charge entrepreneurs a listing fee that is based on how large the target amount is and/or upon reaching the target. According to the survey, fees from survey participants worldwide ranged from 2% to 25%, with an average of 7% in North America and Europe. [886]
  We do not know at present which market participants would become intermediaries under Section 4(a)(6) after final rules are adopted, but we believe that existing crowdfunding platforms might seek to leverage their already-existing Internet-based platforms, brand recognition and user bases to facilitate offerings in reliance on Section 4(a)(6). [887] Industry participants have suggested that they expect three to four of the crowdfunding platforms that currently have the majority of market share in rewards-based and donation-based crowdfunding to obtain the majority of market share in the newly-developed securities-based crowdfunding market that relies on Section 4(a)(6). [888]
  Under the statute and the proposed rules, funding portals are constrained in the services they could provide, and persons (or entities) seeking the ability to participate in activities unavailable to funding portals, such as offering investment advice or holding, managing, possessing or otherwise handling investor funds, would instead need to register as brokers or investment advisers, depending on their activities. Although we believe, based on conversation with industry participants, that initially, upon adoption of the final rules, more new registrants would register as funding portals than as broker-dealers, our conversations with industry participants [889] indicate that market competition to offer broker-dealer services as part of intermediaries' service capabilities might either drive more broker-dealer growth in the longer term or provide registered funding portals with the incentive to form long-term partnerships with registered broker-dealers. For example, crowdfunding platforms could have incentives to partner with broker-dealers because of broker-dealers' experience in providing recommendations or investment advice, as well as broker-dealers' access to investors. [890] There is anecdotal evidence that these partnerships are already forming under existing regulations, and one report predicted that in the first quarter of 2013, two to three dozen crowdfunding portals would partner with broker-dealers to start conducting private offerings under Regulation D in anticipation of securities-based crowdfunding. [891]
  c. InvestorsIt is unclear what types of investors would participate in offerings made in reliance on Section 4(a)(6), but based on the profile of investors in the current domestic reward-based and donation-based crowdfunding market, we believe that many investors affected by the proposed rules would likely be individual retail investors who currently do not have broad access to investment opportunities in early-stage ventures, either because they do not have the necessary accreditation or sophistication to invest in most private offerings or because they do not have sufficient funds to participate as angel investors. Offerings made in reliance on Section 4(a)(6) might provide retail investors with additional investment opportunities, although the extent to which they invest in such offerings would likely depend on their view of the potential return on investment as well as the risk for fraud.
  In contrast, larger, more sophisticated or well-funded investors may be less likely to invest in offerings made in reliance on Section 4(a)(6). The relatively low investment limits set by the statute for crowdfunding investors might make these offerings less attractive for professional investors, including VCs and angel investors. [892] While an offering made in reliance on Section 4(a)(6) could bring an issuer to the attention of these investors, it is possible that professional investors would prefer, instead, to invest in a Rule 506 offering, which is not subject to the investment limitations applicable to offerings made in reliance on Section 4(a)(6).
  d. Other Capital Providers, Broker-Dealers and Finders in Private OfferingsThe proposed rules might affect the capital providers that currently finance small private businesses: small business lenders, VCs, family and friends and angel investors. The current scope of fundraising done by these capital providers is discussed above. As discussed below, the magnitude of the impact would depend on whether crowdfunding in reliance on Section 4(a)(6) emerges as a substitute or a complement to these financing sources.
  In addition, issuers conducting private offerings might currently use broker-dealers to help them with various aspects of the offering and to help ensure compliance with the ban on general solicitation and advertising that exists for most private offerings. Private offerings also could involve finders who connect issuers with potential investors for a fee. [893] These private offering intermediaries also may be affected by the proposed rules because once these rules come into effect, issuers might no longer need the services of those broker-dealers and finders.Although we are unable to predict the exact size of the market for broker-dealers and finders in private offerings that are comparable to those that the proposed rules would permit, [894] data on the use of broker-dealers and finders in the Regulation D markets suggest that they may not currently play a large role in private offerings. Only 13% of all new Regulation D offerings from 2009 to 2012 used an intermediary such as a broker-dealer or a finder. [895] Approximately 11% of new offerings reported sales commissions greater than zero, while approximately 3% reported finder fees greater than zero. The use of a broker-dealer or a finder increased with offering size; they participated in 13% of offerings for up to $1 million and 18% of offerings for more than $50 million. Moreover, broker-dealer commissions and finder fees tend to decrease with offering size. Unlike the gross spreads in registered offerings, the differences in commissions for Regulation D offerings of different sizes are large: the average commission paid by issuers conducting offerings of up to $1 million (6.5%) is almost three times larger than the average commission paid by issuers conducting offerings of more than $50 million (1.9%). Similarly, the average finder's fee for offerings of up to $1 million is approximately 6.1%, compared to 1.4% for offerings of more than $50 million. We base these estimates, however, only on the Regulation D market. It is possible that issuers engaging in other types of private offerings (e.g., those relying on Section 4(a)(2)), for which we do not have data, might use broker-dealers and finders more frequently and have different fee structures.
  B. Analysis of Proposed RulesAs noted above, we are sensitive to the costs and benefits of the proposed rules, as well as the impact that the proposed rules would have on efficiency, competition and capital formation. In enacting Title III, Congress established a framework for a new type of exempt offering and required us to adopt rules to implement that framework. To the extent that crowdfunding rules are successfully utilized, the crowdfunding provisions of the JOBS Act should provide startups and small businesses with the means to raise relatively modest amounts of capital, from a broad cross section of potential investors, through securities offerings that are exempt from registration under the Securities Act. They also should permit small investors to participate in a wider range of securities offerings than may be available currently. [896] Specifically, the statutory provisions and the proposed rules address several challenges specific to financing startups and small businesses, including, for example, accessing a large number of potential investors, the regulatory requirements associated with issuing a security, protecting investors and making such securities offerings cost-effective for the issuer.
  In the sections below, we analyze the costs and benefits associated with the proposed crowdfunding regulatory regime, as well as the potential impacts of such a regulatory regime on efficiency, competition and capital formation, in light of the background discussed above.
  1. Broad Economic ConsiderationsIn this release, we discuss costs and benefits that are related to the proposed rules. Many of these costs and benefits are difficult to quantify or estimate with any degree of certainty, especially considering that Section 4(a)(6) provides a new method for raising capital in the United States. Some costs are difficult to quantify or estimate because they represent transfers between various market participants. For instance, costs to issuers could be passed on to investors and costs to intermediaries could be passed on to issuers and investors. These difficulties in estimating and quantifying are exacerbated by the limited public data that indicates how issuers, intermediaries and investors would respond to these new investment opportunities.
  The discussion below highlights several general areas where uncertainties regarding the new crowdfunding market might affect the potential costs and benefits of the proposed rules. It also highlights the potential effects on efficiency, competition and capital formation, as well as our ability to quantify relevant benefits and costs. In light of these uncertainties, we encourage commenters to provide data and analysis to help further quantify or estimate the potential benefits and costs of these proposed rules.
  The extent to which the statute and the proposed rules would affect capital formation and the cost of capital to issuers depends in part on the issuers that choose to participate. In particular, if the offering exemption under Section 4(a)(6) only attracts issuers that are otherwise able to raise capital through alternative venues (e.g., offerings relying on an exception from registration under Securities Act Section 3(a)(11), Securities Act Section 4(a)(2), Regulation A or Regulation D), the statute and the proposed rules could result in a redistribution of capital flow, which would enhance allocative efficiency but have a limited impact on the aggregate level of capital formation. [897] In addition, the degree to which the proposed rules would affect capital formation depends on the implementation of other provisions of the JOBS Act that may alter existing options for small companies to raise capital. For example, Title II allows issuers relying on the exemption in Securities Act Rule 506(c) to use general solicitation and general advertising, while Title IV envisions a modified Regulation A offering exemption with a higher dollar limit.
  Notwithstanding these alternatives, we believe that the Section 4(a)(6) offering exemption would likely represent a new source of capital for many issuers that currently have difficulty raising capital and that would continue to have difficulty raising capital when other JOBS Act provisions are implemented. Startups and small businesses usually have smaller and more variable cash flows than larger more established companies, and internal financing from their own business operations tends to be limited and unstable. Moreover, these businesses tend to have smaller asset bases [898] and, thus, less collateral for traditional bank loans. Startups and small businesses, which are widely viewed to have more financial constraints than publicly-traded companies and large private companies, could therefore benefit significantly from a securities-based crowdfunding market. We believe that the statute, as it would be implemented by the proposed rules, could increase both capital formation and the efficiency of capital allocation. The extent to which such issuers would use the Section 4(a)(6) offering exemption, however, is difficult to assess.
  If startups and small businesses find alternative capital raising options more attractive than securities-based crowdfunding, the impact of Section 4(a)(6) on capital formation could be limited. Even so, the availability of securities-based crowdfunding as a financing option could increase competition among suppliers of capital, resulting in a potentially lower cost of capital for all issuers, including those that choose not to use securities-based crowdfunding.
  For issuers that pursue offerings in reliance on Section 4(a)(6), establishing an initial price might be challenging. Although the statute requires certain issuer disclosures and the proposed rules are intended to help investors evaluate the viability of the issuer and the initial offering, these disclosures may be insufficient for investors to determine an appropriate price since there would be no underwriter of the offering and the issuer may not otherwise be skilled in valuation. It is not clear, therefore, how an initial offering price would be reached for many of the securities offered, nor how investors would be protected against poor initial valuations. [899] These potential difficulties might limit investor participation in offerings made in reliance on Section 4(a)(6) and mitigate some of the associated benefits of capital formation.
  Uncertainty surrounding exit strategies for investors in crowdfunding offerings also might limit the benefits. In particular, it is unlikely that purchasers in crowdfunding transactions would be able to follow the typical path to liquidity that investors in other exempt offerings follow. For instance, investors in a VC-backed startup might eventually sell their securities in an initial public offering on a national securities exchange or to another company in an acquisition. [900] We anticipate that most businesses engaging in offerings in reliance on Section 4(a)(6) are unlikely to progress directly to an initial public offering on a national securities exchange given their small size, [901] and investors might lack adequate strategies or opportunities to eventually divest their holdings. [902] A sale of the business would require the issuer to have a track record in order to attract investors with the capital willing to buy the business. Moreover, the likely broad geographical dispersion of crowdfunding investors might make shareholder coordination difficult, although the electronic means may mitigate any difficulties. Even if an issuer could execute a sale or otherwise offer to buy back or retire the securities, it might be difficult for investors to determine whether the issuer was offering a fair market price. These uncertainties might limit the use of the Section 4(a)(6) exemption.
  The potential benefits of the proposed rules also might depend on how investors respond to potential liquidity issues unique to the securities-based crowdfunding market. It is currently unclear how securities offered and sold in reliance on Section 4(a)(6) would be transferred in the secondary market after the one-year restricted period ends, and investors who purchased securities in reliance on Section 4(a)(6) and who seek to divest their securities would be unlikely to find a liquid market. [903] Shares might migrate to the over-the-counter market or to trading platforms that trade shares of private companies. [904] It is possible that secondary trading costs for investors might be substantial, effective and quoted spreads might be wide, and price volatility might be high compared to those of listed securities. [905] Illiquidity is a concern for other exempt offerings and small registered offerings. However, because investors purchasing securities in reliance on Section 4(a)(6) might be less sophisticated than investors in other private offerings due to the fact that there would be no investor qualification requirements, we expect that they would face additional challenges in addressing the impact of illiquidity, either in finding a suitable trading venue or negotiating with the issuer for an alternative retirement provision. The potentially high degree of illiquidity associated with securities purchased in reliance on Section 4(a)(6) might prevent investors from investing in businesses through such offerings, thus limiting potential capital formation.
  Even with the mandated disclosures, unsophisticated investors purchasing securities issued in reliance on Section 4(a)(6) also may face certain expropriation risks, potentially limiting the upside of their investment, even when they select investments in successful ventures. This could occur if issuers issue securities with certain features (e.g., callable securities or securities with differential control rights) or have insider-only financing rounds or financing rounds at reduced prices (the so-called ''down rounds'') that could have the effect of diluting an investor's interest or otherwise diminishing the value of the securities offered and sold in reliance on Section 4(a)(6). Investors purchasing securities issued in reliance on Section 4(a)(6) might not have the experience or the market power to negotiate various anti-dilution provisions, right of first refusal, tag-along rights, superior liquidation preferences and rights upon a change in control that have been developed by institutional and angel investors as protections against fundamental changes in a business. [906] If these or similar types of protections are absent, the expropriation risk could discourage some potential investors from participating in offerings made in reliance on Section 4(a)(6), potentially hindering efficiency, competition and capital formation.
  The proposed rules also might have an effect on broker-dealers and finders participating in private offerings. Some issuers that previously relied on broker-dealers and finders to assist with raising capital through private offerings may, instead, begin to rely on the Section 4(a)(6) exemption to find potential investors. The precise impact of the proposed rules on these intermediaries would depend on whether (and, if so, to what extent) issuers switch from using existing exemptions to using the exemption provided by Section 4(a)(6) or whether the proposed rules primarily attract new issuers. If a significant number of issuers switch from raising capital under existing private offering exemptions to relying on the exemption provided by Section 4(a)(6), this likely would negatively affect the revenue of finders in the market for private offerings, while intermediaries under Section 4(a)(6) likely would gain from the potential losses in revenue that finders may face. This may disadvantage finders, but competition may ultimately lead to more efficient allocation of capital.
  Using information from the Regulation D market allows us to quantify at least some of these potential losses. For example, from 2009 to 2012, the estimated cumulative dollar amount of finder fees charged for Regulation D offerings of up to $1 million was approximately $18 million, covering 437 offerings. [907] In a similar vein, from 2009 to 2012, the estimated cumulative dollar amount of commissions charged by broker-dealers for Regulation D offerings of up to $1 million was approximately $76.6 million, covering 1,480 offerings. [908] Thus, to the extent that issuers rely on Section 4(a)(6) to offer and sell securities in lieu of relying on Regulation D, the dollar amount of commissions and finder fees generated would be reduced, unless broker-dealers and finders provide new services that such issuers are willing to pay. For example, under the statute, broker-dealers would be able to operate portals. If securities-based crowdfunding primarily attracts new issuers to the market, the impact on broker-dealers and finder revenue could be negligible and the proposed rules may even have a positive effect on their revenues by revealing more potential clients for them. Additionally, greater investor interest in private company investment might increase capital formation, creating new opportunities for broker-dealers and finders that otherwise would have been unavailable.
  Rules implementing Section 4(a)(6) also could encourage current participants in the securities-based crowdfunding market to diversify their funding models to attract a broader group of issuers and to provide additional investment opportunities for investors. For example, donation-based crowdfunding platforms that currently offer investment opportunities in micro-loans generally do not permit donors to collect interest on their investments because of concerns that this activity would implicate the federal securities laws unless an exemption from registration is available. [909] Under the proposed rules, these platforms might choose to permit businesses to offer securities that would provide investors with the opportunity to obtain a return on investment. This could broaden their user base and attract a group of investors different from those already participating in reward-based or donation-based crowdfunding. It is likely that some registered broker-dealers will find it profitable to enter the securities-based crowdfunding market and operate funding portals as well. Such an entry will increase the competition among intermediaries and likely lead to lower costs for issuers.
  However, many projects that are well suited for reward-based or donation-based crowdfunding (e.g., because they have finite lives, their payoffs to investors could come before the project is completed, they could be contingent on the project's success, etc.) may have little in common with startups and small businesses that are well suited for an offering in reliance on Section 4(a)(6). As a result, diversification among existing platforms might not always be optimal or preferred, particularly if complying with the proposed rules proves disproportionately costly compared to the amount of potential capital to be raised.
  2. Crowdfunding Exemptiona. Limitation on Capital RaisedThe statute imposes certain limitations on the total amount of securities that may be sold by an issuer during the 12-month period preceding the date of the transaction made in reliance on Section 4(a)(6). Specifically, Section 4(a)(6)(A) provides for a maximum aggregate amount of $1 million sold in reliance on the exemption during the 12-month period. [910]
  The limitation on the amount that may be raised could benefit investors by reducing the potential for dilution or fraud. However, we recognize that the cap on the maximum amount that may be sold in reliance on Section 4(a)(6) also could prevent certain issuers from raising all the capital they need to make their businesses viable, which in turn could result in lost opportunities. It also is likely to reduce efficiency to the extent that resources cannot be channeled to productive use. Due to the lack of data, however, we are not able to quantify the size of the efficiency loss. We are proposing, however, to allow issuers to conduct other exempt offerings that would not necessarily be integrated with the offering made in reliance on Section 4(a)(6), as long as the issuer satisfies the requirements of the exemption relied upon for the particular offering. We could have selected an alternative that would have aggregated the amounts offered in reliance on Section 4(a)(6) with the amounts offered pursuant to other exempt offerings. Under such an alternative, the amounts raised in other exempt offerings would count toward the maximum offering amount under Section 4(a)(6). Compared to this alternative, the ability of issuers to conduct other exempt offerings that would not count toward the maximum offering amount under Section 4(a)(6) might alleviate some of the concerns that certain issuers would not be able to raise sufficient capital.
  b. Investment LimitationsThe statute and the proposed rules also impose certain limitations on the aggregate dollar amount of securities that may be sold to any investor in reliance on Section 4(a)(6) during the preceding 12 months. [911] These provisions would cap the potential investment and, consequently, the potential losses for any single investor. Offerings made in reliance on Section 4(a)(6) would not be subject to review by Commission staff prior to the sale of securities, but the aggregate investment limits would provide some measure of protection for investors.
  We recognize that the investment caps would limit the potential upside for investors. This might particularly affect the decisions of those with large portfolios who might be able to absorb losses and understand the risks associated with risky investments. For these investors, the $100,000 aggregate cap might limit their incentive to participate in the securities-based crowdfunding market, compared to other types of investments, potentially depriving the securities-based crowdfunding market of more experienced and knowledgeable investors and possibly impeding capital formation. Limiting the participation of such investors would be likely to negatively affect the informational efficiency of the securities-based crowdfunding market because sophisticated investors are better able to accurately price such offerings. These investors also could add value to the discussions taking place through an intermediary's communication channels about a potential offering by providing their views on financial viability.
  The aggregate cap on investments also could limit the ability of investors to diversify within the securities-based crowdfunding market. As securities-based crowdfunding investments might have inherently high failure rates, [912] investors who do not diversify their investments across a number of offerings could face an increased risk of incurring large losses, relative to their investments, even when they investigate offerings thoroughly. By comparison, VC firms typically construct highly diversified portfolios with the understanding that many ventures fail, resulting in a complete loss of some investments, but with the expectation that those losses will be offset by the large upside of the relatively fewer investments that succeed. [913] The securities-based crowdfunding market is expected to involve earlier-stage financing compared to venture capital financing, and therefore, the chances of investment success may be lower. [914] The statutory thresholds for overall securities-based crowdfunding investments under Section 4(a)(6) might limit an investor's ability to choose a sufficiently large number of investments to offset this risk and to recover the due diligence costs of sufficiently investigating individual investments. One potential solution to this diversification problem would be to invest smaller amounts in more ventures. The drawback is that the costs associated with identifying and reviewing investment opportunities are, to a large extent, fixed.
  c. Issuer EligibilityThe statute and the proposed rules exclude certain categories of issuers from eligibility to rely on Section 4(a)(6) to engage in crowdfunding transactions. [915] We are proposing to exclude three additional categories of issuers, beyond those identified in the statute, from being eligible to rely on Section 4(a)(6) to engage in crowdfunding transactions. First, we propose to exclude issuers that would be disqualified from relying on Section 4(a)(6) pursuant to the disqualification provisions of Section 302(d) of the JOBS Act. [916] Second, we propose to exclude issuers that sold securities in reliance on Section 4(a)(6) and have not filed with the Commission and provided to investors the ongoing annual reports required by Regulation Crowdfunding during the two years immediately preceding the filing of the required offering statement. [917] This additional exclusion would not impose any additional burdens and costs on an issuer that the issuer would not have already incurred had it complied with the ongoing reporting requirements as they came due. Further, the requirement that a delinquent issuer prepare two annual reports at one time should provide updated and current information to investors without requiring an issuer to become current in its reporting obligations. As a result, we believe that this exclusion would incentivize issuers to comply with its ongoing reporting requirements, if they intend to rely again on Section 4(a)(6) to raise additional capital, which would allow investors to make more informed investment decisions. We also recognize that conditioning an issuer's Section 4(a)(6) eligibility on the requirement that issuers provide ongoing reports for only the previous two-years may deprive investors of information in some periods that might otherwise have negative effects on the price formation and liquidity of the securities in the secondary market. The potential damage to an issuer's reputation resulting from being delinquent, however, may provide the issuer with sufficient incentive to consistently comply with the ongoing reporting requirements.
  Third, we propose to exclude a company that has no specific business plan or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies. This proposed ineligibility requirement will have only a marginal effect on issuer participation and capital formation because the startups and small businesses seeking the exemption would generally have, even in the early stage of their development, a business plan specific enough to distinctly differentiate them from companies with no specific business plan.
  3. Issuer RequirementsWe recognize that there are benefits and costs associated with the statutory requirementsand the proposed rules, including the disclosure requirements, pertaining to issuers. While the estimated costs to issuers are discussed in further detail elsewhere in this section, the following table summarizes these costs:
  Offerings of $100,000 or lessOfferings of more than $100,000, but not more than $500,000Offerings of more than $500,000Compensation to the intermediary918$2,500-7,500$15,000-45,000$37,500-112,500Costs per issuer for obtaining EDGAR access codes on Form ID919606060Costs per issuer for preparation and filing of Form C for each offering9206,0006,0006,000Costs per issuer for preparation and filing of the progress updates on Form C-U921400400400Costs per issuer for preparation and filing of annual report on Form C-AR9224,0004,0004,000Costs for annual review or audit of financial statements per issuer923Not required14,35028,700Costs per issuer for preparation and filing of Form C-TR to terminate reporting924600600600a. General Disclosure RequirementsThe statute and the proposed rules related to issuer disclosures are intended to reduce the information asymmetries that currently exist between small businesses and potential investors. Small private businesses typically do not disclose information as frequently or as extensively as public companies, if at all. Moreover, unlike public companies, small private businesses are not required to hire an independent third party to validate the information disclosed. When information about a company is difficult to obtain or the quality of the information is uncertain, investors are at risk of making poorly-informed investment decisions regarding that company.
  Such information asymmetries might be especially acute in the securities-based crowdfunding market because the market includes startups and small businesses that have significant risk factors and that might have characteristics that have led them to be rejected by other potential funding sources, including banks, VCs and angel investors. In addition, the securities-based crowdfunding market may attract unsophisticated retail investors who may not have the resources necessary to effectively monitor issuers. For instance, some issuers might use capital to fund riskier projects than what was disclosed to investors, or they might not make best efforts to achieve their stated business objectives. If investors in securities-based crowdfunding are unable to monitor such issuers because of limited information or credible third-party validation of this information, they might eventually seek higher yields or choose to withdraw from the securities-based crowdfunding market altogether, thus increasing the cost of capital to issuers and impeding capital formation. In addition, investors in offerings made in reliance on Section 4(a)(6) might make relatively small investments. The potential dispersed investor base may make it difficult for investors to solve collective action problems.
  The statute and the proposed rules seek to reduce information asymmetries by requiring issuers to file specified disclosures with the Commission for offerings made in reliance on Section 4(a)(6) on the offer date and on an annual basis thereafter. [925] Issuers also would be required to provide these disclosures to investors, and in the case of offering documents, to potential investors and the relevant broker or funding portal. The proposed disclosure requirements described above [926] are more extensive than those required under existing offering exemptions. For example, although the current requirements under Regulation A require similar initial financial disclosures, they do not require periodic reporting. [927] Issuers using the Rule 504 exemption under Regulation D to raise up to $1 million do not need to provide audited financial statements and there are no periodic disclosure requirements. Regulation D offerings under Rules 505 and 506 for up to $2 million require issuers to provide audited current balance sheets to non-accredited investors (and unaudited statements of income, cash flows and changes in stockholders' equity), but there are no periodic reporting requirements. The disclosure requirements in the proposed rules should benefit investors by enabling them to better evaluate the issuer and the offering, monitor how the issuer is doing over time and be aware of when the issuer may terminate its ongoing reporting obligations. This would allow investors with various risk preferences to invest in the offerings best suited for their risk tolerance, thus improving allocative efficiency.
  The disclosure requirements also could improve informational efficiency in the market. Specifically, the required disclosure would provide investors with a useful benchmark to evaluate other private issuers both within and outside of the securities-based crowdfunding market. [928] Additionally, disclosure by issuers engaging in crowdfunding transactions in reliance on Section 4(a)(6) could inform financial markets more generally by providing information about new consumer trends and new products, thus creating externalities that benefit other types of investors and issuers.
  We recognize, however, that the proposed disclosure requirements also would have associated limitations and costs, including the direct costs of preparation, certification (when necessary) and dissemination of the disclosure documents. We note that, under the statute, the disclosure requirements for offerings made in reliance on Section 4(a)(6) are more extensive, in terms of breadth and frequency, than those for other private offerings. The statute also provides us with the discretion to impose additional requirements on issuers engaging in crowdfunding transactions, and in some cases, the proposed rules would require issuers to disclose information in addition to the information specifically listed in the statute. [929] For example, we are proposing to require disclosure of any indebtedness of the issuer [930] because we believe that servicing debt could place additional pressures on a company in the early stages of development and this information would be important to investors. The proposed rules also would require disclosure of any prior securities-based crowdfunding or other exempt offerings conducted within the past three years. [931] In some cases, an issuer might have previously engaged in crowdfunding in reliance on Section 4(a)(6) and may be returning for additional funding. We believe that it would be important to investors to know whether the prior securities-based crowdfunding or other offerings of securities were successful, and if so, the amount raised in these prior offerings. Compared to the disclosure requirements under existing private offering exemptions, this information would better inform investors about the capital structure of an issuer, might provide insight into how prior offerings were valued and could enable investors to more fully assess the issuer and the potential risks associated with the current offering.
  We recognize that the additional information required by the discretionary requirements would increase the disclosure costs to issuers, but we believe that this would improve investor decision-making and ultimately benefit issuers with viable investment opportunities by improving price efficiency in the securities-based crowdfunding market. Although we recognize that requiring less disclosure would impose lower compliance costs, we believe that the additional disclosure requirements we are proposing strike the appropriate balance between enhancing the ability of issuers relying on Section 4(a)(6) to raise capital and enabling investors to make informed investment decisions. Additionally, disclosure might have indirect costs to the extent that information disclosed by issuers relying on Section 4(a)(6) could be used by their competitors. Requiring significant levels of disclosure at an early stage of an issuer's lifecycle might affect an issuer's competitive position and might limit the use of the exemption in Section 4(a)(6) by issuers who are especially concerned with confidentiality. It also is possible that these disclosure costs would make other types of private offerings more attractive to potential securities-based crowdfunding issuers. For example, the recent changes to Rule 506 of Regulation D, [932] which allow for general solicitation, subject to certain conditions, are likely to increase its attractiveness and, thus, may divert potential issuers from crowdfunding.
  In addition, under the statute and the proposed rules, issuers that complete a crowdfunding transaction in reliance on Section 4(a)(6) would be subject to ongoing reporting requirements, [933] which are not required under other private offering exemptions and which might increase compliance costs. The ongoing reporting, however, might provide a liquidity benefit for secondary sales of the issuers' securities.
  b. Financial Condition and Financial Statement Disclosure RequirementsWith respect to the statutory requirement to provide disclosure about the issuer's financial condition, the proposed rules would require narrative disclosure addressing the issuer's historical results of operations, in addition to information about its liquidity and capital resources. [934] We expect that this discussion would inform investors about the financial condition of the issuer, without imposing significant costs, because the issuer should already have such information readily available. In addition, the proposed rules would not prescribe the content or format for this information.
  With respect to the requirement to provide financial statements, the proposed rules would implement the tiered financial disclosure requirements specified by the statute, which are based on the aggregate amount of securities offered and sold during the preceding 12-month period, inclusive of the offering amount in the offering for which disclosure is being provided. [935] Although the disclosure requirements would provide investors with more information than might otherwise be obtained in private offerings, the disclosures might create additional costs for those issuers who have limited financial and accounting expertise necessary to produce the financial disclosures envisioned by the statute and the proposed rules. In this respect, the statute anticipates a level of development among issuers that might not be present in the relevant securities-based crowdfunding market. For instance, a startup with a promising business idea might have little capital prior to the offering, leaving limited amounts to be audited or certified. The issuer disclosures required for offerings made in reliance on Section 4(a)(6), therefore, might not always help investors with their investment decisions or may weigh against an issuer when a potential investor is deciding whether to make an investment.
  The proposed rules would require all issuers to provide a complete set of their financial statements (a balance sheet, income statement, statement of cash flows and statement of changes in owners' equity) that are prepared in accordance with U.S. GAAP and cover the shorter of the two most recently completed fiscal years or the period since inception. [936] This proposed requirement may impose a cost on potential issuers, especially those smaller issuers that may have historically prepared their financial statements in accordance with other comprehensive bases of accounting, such as a cash basis of accounting or a tax basis of accounting, rather than U.S. GAAP. Investors, however, would benefit from the requirement that financial statements be prepared in accordance with U.S. GAAP, as U.S. GAAP is widely used and would allow for more comparability among issuers.
  The proposed rules also specify that an issuer could conduct an offering in reliance on Section 4(a)(6) using financial statements for the fiscal year prior to the most recently completed fiscal year, provided that not more than 120 days have passed since the end of the issuer's most recently completed fiscal year, the issuer was not otherwise required to update the financial statements and updated financial statements are not otherwise available. [937] This might impose a cost on potential investors to the extent that the investors would not have the most recent information about the issuer's financial condition. However, this concern is somewhat mitigated by the proposed requirement that issuers include a discussion of changes in their financial condition since the period covered by the financial statements, including changes in revenue or net income and other relevant financial measures. [938]
  Requiring financial statements covering the two most recently completed fiscal years, as proposed, would benefit investors by providing a basis for comparison against the most recently completed fiscal year and by allowing investors to identify changes in the development of the business. Compared to an alternative that we could have selected, that of requiring financial statements covering only the most recently completed fiscal year as one commenter suggested, [939] requiring a second year of financial statements might increase the cost for the issuer. [940] Also, to the extent that the issuer had no or little operations in the prior year, the benefit of comparability might not apply. In this regard, we recognize that many issuers might not have any financial history, and potential investors might make investment decisions without a track record of issuer performance, relying largely on the belief that an issuer can succeed based on the concept and other factors.
  For offerings of $100,000 or less, the statute and the proposed rules would require the issuer to provide its filed income tax returns for the most recently completed year (if any) and financial statements that are certified by the principal executive officer to be true and complete in all material respects. [941] While providing an income tax return is not expected to impose a significant cost on issuers, it is not clear to what extent the information presented in a tax return would be useful for an investor evaluating whether or not to purchase securities from the issuer. Although the information might be limited, it would not be uninformative. Under the proposed rules, issuers would be required to redact personal information from the required tax returns. [942] We believe that this would alleviate privacy concerns, while still satisfying the statutory requirement to provide tax return information.
  Moreover, the proposed rules would specify that if an issuer is offering securities in reliance on Section 4(a)(6) before filing a tax return for the most recently completed fiscal year, the issuer could use the tax return filed for the prior year, on the condition that the issuer provides the tax return for the most recent fiscal year when it is filed, if it is filed during the offering period. [943] This accommodation should benefit issuers by enabling them to engage in transactions during the time period between the end of their fiscal year and when they file their tax return for that year. This might impose a cost on potential investors because they might not receive the most up-to-date information about the issuer's financial condition. However, this concern is somewhat mitigated by the proposed requirement that issuers provide disclosure about material changes in their financial condition since the prior year. [944] In addition, we are proposing a form of certification for the principal executive officer to provide in the issuer's offering statement, which we believe would help issuers comply with the certification required by the statute and the proposed rules. [945]
  For offerings of more than $100,000, but not more than $500,000, the proposed rules specify that the required financial statements must be reviewed in accordance with SSARS issued by the AICPA. [946] Although one alternative we could have selected is to develop a new review standard for purposes of these rules, we believe that issuers would benefit from a rule that requires the use of the AICPA's widely-utilized review standard, particularly in light of the fact that there are no other widely-utilized review standards from which to choose. We believe that many accountants reviewing financial statements of issuers raising capital in reliance on Section 4(a)(6) would be familiar with the AICPA's standards and procedures for review, which should help to lessen review costs.
  For offerings of more than $500,000, the statute and the proposed rules would require that financial statements be audited. [947] The statute gives us discretion to change the threshold that would require audited financial statements, but we are not proposing to change it at this time. We believe that audited financial statements would benefit investors in offerings by issuers with substantive prior business activity by providing them with greater confidence in the quality of the financial statements of issuers seeking to raise larger amounts of capital. We also understand that requiring audited financial statements would increase the cost to issuers, and for issuers that are newly formed, with no or very limited operations, the benefit of the audit may not justify the cost of the audit. Compared to an alternative that we could have taken, that of a higher threshold (e.g., offerings of more than $700,000) for providing audited financial statements, our approach in the proposed rules would likely result in more issuers having to provide audited financial statements, as well as higher compliance costs for those issuers. Based on a compilation of data submitted to us by reporting companies, the average cost of an audit for an issuer with less than $1 million in market capitalization and less than $1 million in revenues is approximately $28,700. [948] We expect that the cost of an audit for many issuers engaging in a crowdfunding transaction in reliance on Section 4(a)(6) might be less, because they likely would be at an earlier stage of development than issuers that file Exchange Act reports with us and, thus, would be less complex to audit.
  For offerings of more than $500,000, the proposed rules also would require financial statements to be audited in accordance with the auditing standards issued by either the AICPA or the PCAOB. [949] We believe that letting issuers choose the auditing standards could provide a number of benefits. If an issuer currently has financial statements audited under one of the specified standards, the issuer would not need to obtain a new audit or engage a different auditor to conduct an audit to engage in a crowdfunding transaction in reliance on Section 4(a)(6) and the proposed rules. If an issuer chooses to have an audit conducted in accordance with PCAOB auditing standards, it would not need to obtain a new audit to file a registration statement with the Commission for a registered offering. By not taking an alternative approach, that of requiring the audits to be conducted by PCAOB-registered firms, the proposed rules should allow for the eligibility of a greater number of accountants to audit the issuers' financial statements, and thereby, could reduce costs for crowdfunding issuers.
  As described above, the statute and the proposed rules require some financial statements to be reviewed or audited by a public accountant. The proposed rules would specify that a public accountant must be independent of the issuer, in accordance with the independence standards set forth in Rule 2-01 of Regulation S-X. [950] The proposed requirement to comply with our independence standards may impose costs to the extent that there are higher costs associated with engaging an accountant that satisfies the independence standards. Also, the independence standards set forth in Rule 2-01 of Regulation S-X may impose higher costs than other independence standards, such as the AICPA independence standards. [951]
  In addition, the proposed rules would require an issuer to file a review report or audit report, whichever is applicable. [952] This could impose an additional cost on issuers to the extent that the accountant or auditor increases the fee associated with the review or audit to compensate for any additional liability that may result.
  c. Issuer Filing RequirementsThe statute does not specify a format that issuers must use to present the required disclosures and file the disclosures with the Commission. As noted above, we are proposing to require issuers to file the mandated disclosure on EDGAR using new Form C. [953] Issuers would incur the cost to comply with the disclosure requirements and file the information in the new proposed Form C: Offering Statement and Form C-U: Progress Update before the offering was funded, thus imposing a cost on issuers regardless of whether their offerings were successful. In addition, issuers would incur the cost to comply with the ongoing reporting requirements and file information in the new proposed Form C-AR: Annual Report. [954]
  Form C would require certain disclosures to be submitted using an XML-based filing, [955] while allowing the issuer to customize the presentation of other required disclosures. This proposed approach would provide issuers with the flexibility to present required disclosures in a cost-effective manner, while also requiring the disclosure of certain key offering information that would be collected in a standardized format, which we believe would benefit investors and help facilitate capital formation.
  We expect that requiring certain disclosures to be submitted using XML-based filings would produce numerous benefits for issuers, investors and the Commission. For instance, using information filed pursuant to these proposed requirements, users of the information could readily track capital generated through crowdfunding offerings without requiring the manual inspection of each filing. The ability to efficiently collect information on all issuers also could provide an incentive for data aggregators or other market participants to offer services or analysis that investors could use to compare and choose among different offerings. For example, reporting key financial information using XML-based filings would allow investors, analysts and data aggregators to more easily compile, analyze and compare information regarding the capital structure and financial position of various issuers. XML-based filings also would provide the Commission with data about the use of the new exemption that would allow the Commission to evaluate whether the rules implementing the exemption include appropriate investor protections and whether the rules unduly restrict capital formation. In addition, requiring disclosure of the compensation paid to intermediaries would help inform the Commission, issuers and investors about the costs of raising capital in this market.
  We expect that the cost of preparing and filing Form C could vary significantly among issuers. For example, issuers with little operating activity might have lower costs because they likely would have less to disclose than a more complex operation. Further, small issuers might choose to prepare and file Form C without seeking the assistance of outside counsel. [956] Thus, the Commission also expects that reporting costs for many small issuers may be insignificant. [957]
  The proposed rules also would require that issuers file a Form C-U: Progress Update to describe the progress of the issuer in meeting the target offering amount. [958] The proposed rules would require the issuer to file two progress updates within five business days from the day when the issuer reaches one-half and 100 percent of the target offering amount, as well as a final progress update within five business days after the end of the offering period if the issuer will accept proceeds in excess of the target offering amount. The Commission expects the costs of preparing these updates to vary but to be relatively small, given how little information is required. [959] However, if the size of the security-based crowdfunding market developed to a level commensurate with the current non-security-based crowdfunding market, this could result in tens of thousands of filings with the Commission each year. To the extent that this same progress information also would be available on the registered intermediary's Web site, as is already occurring with existing non-security-based offering platforms, then there might be little marginal benefit to these filings. For these reasons, we are seeking comment on alternative frequencies and manner of progress updates.
  As noted above, the statute also requires an issuer to file and provide to investors information about the issuer's financial condition on at least an annual basis, as determined by the Commission. [960] To implement this statutory requirement, the proposed rules would require any issuer that sold securities in a crowdfunding transaction in reliance on Section 4(a)(6) to file annually with the Commission a new Form C-AR: Annual Report, no later than 120 days after the end of each fiscal year covered by the report. [961] We believe that annual reports would inform investors in their portfolio decisions and could enhance price efficiency. Moreover, as discussed above, under the statute and the proposed rules, the securities would be freely tradable after one year, [962] and therefore, this information also would benefit potential future holders of the issuer's securities by enabling them to update their assessments as new information was made available through the annual updates, potentially allowing for more efficient pricing. More generally, these proposed continued disclosures also might help facilitate the transfer of securities in secondary markets after the one-year restricted period ends, which could mitigate some of the potential liquidity issues that are unique to the securities-based crowdfunding market, discussed above.
  Annual reporting requirements, however, would impose ongoing costs on issuers. The proposed rules would require that issuers continue to file Form C-AR: Annual Report until the earlier of the following: (1) The issuer becomes a reporting company required to file reports under Exchange Act Sections 13(a) or 15(d); (2) the issuer or another party repurchases all of the securities issued pursuant to Securities Act Section 4(a)(6), including any payment in full of debt securities or any complete redemption of redeemable securities; or (3) the issuer liquidates or dissolves its business in accordance with state law. [963] We estimate that the cost to prepare and file Form C-AR would be approximately two-thirds of the cost to prepare and file Form C: Offering Statement. Form C-AR requires similar disclosure as Form C. If an issuer undertakes multiple offerings, which individually require different levels of financial statements, the issuer would be required to provide financial statements that meet the highest standard previously provided. An issuer would not be required to provide the offering-specific information that was filed at the time of the offering, but the disclosure requirements would otherwise be the same as those required in connection with the offer and sale of the securities, [964] which should minimize the disclosure burden for issuers. Any issuer terminating its annual reporting obligations would be required to file a notice under cover of ''Form C-TR: Termination of Reporting'' to notify investors and the Commission that it would no longer file and provide annual reports pursuant to the requirements of Regulation Crowdfunding. [965] The Commission expects the costs of preparing these updates to vary significantly among issuers. [966]
  d. Advertising'--Notice of OfferingThe statute and the proposed rules would prohibit an issuer from advertising the terms of the offering, except for notices that direct investors to an intermediary's platform. [967] The terms of the offering would include the amount offered, the nature of the securities, price of the securities and length of the offering period. [968] The proposed rules would allow an issuer to publish a notice about the terms of the offering made in reliance on Section 4(a)(6), subject to certain limitations on the content of the notice. [969] The notices would be similar to the ''tombstone ads'' permitted under Securities Act Rule 134, [970] except that the proposed rules would require the notices to direct potential investors to the intermediary's platform, through which the offering made in reliance on Section 4(a)(6) would be conducted.
  We believe this approach would allow issuers to generate interest in offerings and to leverage the power of social media to attract potential investors. At the same time, we believe it also would protect potential investors by limiting the ability of issuers to provide certain advertising materials without also providing the disclosures, available on the intermediary's platform, that are required for an offering made in reliance on Section 4(a)(6). Moreover, this proposed requirement that limits the issuer's ability to advertise the terms of the offering, while directing investors to the intermediary's platform for more offering-specific information, would not impose costs to market participants.
  e. Compensation of Persons Promoting the OfferingThe statute and the proposed rules would prohibit an issuer from compensating, or committing to compensate, directly or indirectly, any person to promote the issuer's offering through communication channels provided by the intermediary unless the issuer takes reasonable steps to ensure that such person clearly discloses the receipt of such compensation (both past and prospective) each time a promotional communication is made. [971]
  We believe that such requirement would benefit the securities-based crowdfunding market because it would allow investors to make better informed investment decisions. A premise of crowdfunding is that investors would rely, at least in part, on the collective wisdom of the crowd to make better informed investment decisions. Accordingly, we propose to require intermediaries to provide communication channels for issuers and investors to exchange information about the issuer and its offering. [972] Although the requirement to take steps to ensure disclosure of compensation paid to persons promoting the offering would impose compliance costs for issuers, we believe that investors would benefit from knowing if the investment they are considering and discussing with other potential investors is being touted by a promoter who is compensated by the issuer.
  f. Oversubscription and Offering PriceThe proposed rules would permit an issuer to accept investments in excess of the target offering amount, subject to the $1 million limitation and certain conditions. [973] We believe that permitting oversubscriptions would provide flexibility to issuers so that they can raise the amount of capital they deem necessary to finance their businesses. For example, permitting oversubscriptions would allow an issuer to raise more funds, while lowering compliance costs, if the issuer discovers during the offering process that there is greater investor interest in the offering than initially anticipated or if the cost of capital is lower than initially anticipated.
  The proposed rules also would not require issuers to set a fixed price or prohibit dynamic pricing. We believe that allowing issuers flexibility in setting the offering price would allow them to extract investors' reservation price for a given offering or to incentivize investors to subscribe to an offering early, thus increasing the likelihood that the offering would be successful. Further, the proposed required disclosure of the pricing method used and the final prices for the securities before an offering closes, [974] coupled with the investor's ability to cancel his or her investment commitment, [975] could mitigate potential concerns that dynamic pricing could be used to provide preferential treatment to certain investors (e.g., when an issuer offers better prices to relatives or insiders). We also believe that the proposed cancellation rights would address the concerns about time pressure on the investment decision because investors would have the opportunity to cancel their investment commitments if they decide to do so.
  h. Restrictions on ResalesThe statute and the proposed rules also include restrictions on transfers of securities for one year, subject to limited exceptions (e.g., for transfers to the issuer of the securities, in a registered offering, to an accredited investor or to certain family members). [976] The proposed rules also would permit transfers to trusts controlled by, or held for the benefit of, covered family members. [977] We believe that including such proposed restrictions is important for investor protection. By restricting the transfer of securities for a one-year period, the proposed rules would give investors in a business a defined period to observe the performance of the business and to potentially obtain more information about the potential success or failure of the business before trading occurs. The restrictions on resales, however, may impede price discovery.
  The proposed one-year restriction on transfers of securities purchased in a transaction conducted in reliance on Section 4(a)(6) might reduce trading liquidity, raise capital costs to issuers and limit investor participation, particularly for investors who cannot risk locking up their investments for this period. The illiquidity cost would be mitigated, in part, by provisions that allow investors to transfer the securities within one year of issuance by reselling the securities to accredited investors, back to the issuer or in a registered offering or transferring them to certain family members or trusts of those family members. These provisions likely would improve the liquidity of these securities and, thus, could increase investor participation in securities-based crowdfunding offerings.
  4. Intermediary RequirementsThe statute and the proposed rules require that transactions be conducted through a registered broker or registered funding portal. The use of a registered intermediary to match issuers and investors would require that they incur certain transactions costs necessary to support the intermediation activity, but also would provide centralized venues for crowdfunding activities that should lower investor and issuer search costs. As discussed earlier, existing rewards-based and donations-based crowdfunding platforms already engage in a large number of transactions, estimated at over 500,000 successful campaigns in the aggregate, [978] demonstrating that the use of platforms for crowdfunding may be familiar to investors and issuers.
  We believe that existing crowdfunding platforms would initially be the primary, non-broker-dealer intermediaries in the securities-based crowdfunding market. Registered brokers, or broker-dealers that are currently unregistered, but are planning to register in the future, also might wish to enter the securities-based crowdfunding market, which would increase the competition among crowdfunding intermediaries and potentially lower the cost of intermediation to issuers. Both existing non-securities-based crowdfunding platforms and registered brokers might need to invest resources (including costs to comply with the proposed regime) to create the infrastructure for securities-based crowdfunding, with brokers likely investing to develop an Internet-based platform and non-securities-based crowdfunding platforms investing to register as funding portals and revise their existing sites to comply with the requirements of the statute and the proposed rules. Although the eventual extent of broker involvement in the securities-based crowdfunding market is difficult to anticipate, we believe that some brokers might acquire or form partnerships with funding portals to obtain access to a new and diverse investor base. In addition, some existing non-securities-based crowdfunding platforms might eventually either register as brokers or form partnerships with registered brokers to offer brokerage services as part of their service offerings. As discussed above, we believe that there could be incentives for funding portals to pursue such partnerships, because of brokers' expertise and access to investors, as well as because of the statutory and proposed rule restrictions on funding portal activities.
  Although it is not possible to predict precisely the future number of persons (or entities) who would register as either brokers or funding portals to act as intermediaries in securities-based crowdfunding transactions, [979] we estimate that intermediaries would number approximately 110, including approximately 10 intermediaries that would register as brokers in order to engage in crowdfunding, approximately 50 intermediaries that would already be registered as brokers and approximately 50 intermediaries that would register as funding portals. [980] It is possible that the actual number of participants could deviate significantly from these estimates, and it is likely that there would be significant competition between existing crowdfunding venues and new entrants that could result in further changes in the number and types of intermediaries as the market develops and matures. It also is likely that there will be significant developments in the types and ranges of crowdfunding products and services offered to potential issuers and investors, particularly as competitors learn from their experiences. Moreover, the business models of the successful crowdfunding intermediaries are likely to change over time as they grow in size or market share or if they are forced to differentiate from other market participants in order to maintain a place in the market.
  As a result of the uncertainty over how the market may develop, any estimates of the potential number of market participants, their services or fees charged are subject to significant estimation error. While we recognize that there are benefits as well as costs associated with the statutory requirements and the proposed rules pertaining to intermediaries, there are significant limitations to our ability to estimate the potential benefits and costs.
  The statute requires that the offer or sale of securities in reliance on Securities Act Section 4(a)(6) be conducted through a broker or a funding portal that complies with the requirements of Securities Act Section 4A(a). [981] Among other things, the intermediary must register with the Commission as a broker or a funding portal, and it also must register with a registered national securities association. [982] The proposed rules would implement these statutory requirements, including by requiring an intermediary to be a member of FINRA or any other applicable registered national securities association.
  We recognize that there are benefits and costs associated with the statutory requirements and the proposed rules pertaining to intermediaries. While the benefits and costs are described in further detail below, the following tables summarize the estimated direct costs to intermediaries, including brokers and funding portals. Some of the direct costs of the rules would be incurred by all intermediaries, while others are specific to whether the intermediary is a new entrant (either broker or funding portal) or is already registered as a broker.
  Although we have attempted to estimate the direct costs on intermediaries, we recognize that some costs could vary significantly across intermediaries, and within categories of intermediaries. For example, some intermediaries may choose to leverage existing platforms or systems and so may not need to incur significant additional expenses to develop a platform or comply with specific proposed requirements of Regulation Crowdfunding. In light of these uncertainties, we encourage commenters to provide data and analysis to help analyze and quantify further the potential benefits and costs of these rules.
  We estimate that the cost for an entity to register as a broker and become a member of a national securities association in order to engage in crowdfunding pursuant to Section 4(a)(6) would be approximately $275,000, with an ongoing annual cost of approximately $50,000 to maintain that registration and membership. [983] In addition, we estimate that the cost to comply with the various requirements that apply to registered brokers engaging in transactions pursuant to Section 4(a)(6) would be approximately $245,000 initially, and $180,000 each year thereafter. In making this estimate, we assume that brokers acting as intermediaries in transactions pursuant to Section 4(a)(6) would provide a full range of brokerage services in connection with these transactions, including certain services such as providing investment advice and recommendations, soliciting investors, and managing and handling customer funds and securities, that funding portals cannot provide. [984]
  If instead an entity were to register as a funding portal and become a funding portal member of a national securities association, we estimate the initial cost would be approximately $100,000, with an ongoing cost of approximately $10,000 in each year thereafter to maintain this registration and membership. [985]
  These estimated costs are exclusive of the cost of establishing and maintaining a platform and related functionality. We anticipate that a significant percentage of intermediaries (whether brokers or funding portals) will already have in place platforms and related systems that would only need to be tailored to comply with the requirements of Title III of the JOBS Act and Regulation Crowdfunding. We estimate that a cost of approximately $100,000 in the first year, and approximately $40,000 annually thereafter for an intermediary that already has in place a platform and related systems. However, for an intermediary (whether broker or funding portal) that would need to develop a platform from scratch, we estimate the cost to do so would be approximately $400,000 in the initial year, and approximately $40,000annuallytomaintainthereafter.
  Estimated Costs of Intermediaries That Register as Brokers Back to TopEstimated costsInitial cost (year 1)Ongoing cost per yearForm BD Registration and National Securities Association Membership$275,000$50,000Complying with Requirements to Act as an Intermediary in, and to Engage in Broker Activities Related to, Transactions pursuant to Section 4(a)(6)986245,000180,000Platform Development987250,00040,000Subtotal770,000270,000Estimated Costs of Intermediaries That Register as Funding Portals Back to TopEstimated costsInitial cost (year 1)Ongoing cost per yearForm Funding Portal Registration and National Securities Association Membership988$100,000$10,000Complying with Requirements to Act as an Intermediary98967,00040,000Platform Development990250,00040,000Subtotal417,00090,000Estimated Incremental Costs of Intermediaries Already Registered as Brokers Back to TopEstimated costsInitial cost (year 1)Ongoing cost per yearComplying with Requirements to Act as an Intermediary in Transactions pursuant to Section 4(a)(6)991$45,000$30,000Platform Development992250,00040,000Subtotal295,00070,000Webelievethat, while the registration requirements would necessarily impose costs on intermediaries, they also would provide significant protections for the crowdfunding investor marketplace. Among other things, in addition to the Commission's oversight and rule-writing functions with regard to broker-dealers, FINRA currently is responsible for conducting most broker-dealer examinations, mandating certain disclosures by its members, writing rules governing the conduct of its members and associated persons, and informing and educating the investing public. Similarly, the regulatory framework that a registered national securities association'--likely initially FINRA'--would be required to create for funding portals would play an important role in the oversight of these entities.
  The estimated costs in the table above reflect the direct, quantifiable costs that intermediaries would incur in connection with registering as a broker on Form BD or as a funding portal on Form Funding Portal, submitting amendments to registrations and withdrawing registrations. We estimate that approximately 50 intermediaries that would already be brokers that have already registered with the Commission [993] and, as such, these brokers would not incur additional SEC registration costs associated with the proposed rules. Additionally, intermediaries that are not otherwise registered with FINRA or any other registered national securities association would need to register, and the estimated cost for such registration is included in the table above. We anticipate that the cost for a funding portal to become a member of a registered national securities association would be proportionately less than the cost for a broker to do so because of the more limited nature of a funding portal's permissible activities, and the streamlined set of rules that the association would impose on funding portals. [994] However, the exact cost of registration for funding portals would not be known until a registered national securities association adopts rules applicable to funding portals, and for purposes of this economic analysis, we have used a conservative estimate for this cost based on the current fee and costs applicable to brokers applying to become members of a national securities association.
  The proposed rules would also require that an intermediary execute transactions exclusively through its online platform. This requirement should help to minimize the potential for ''boiler room'' and other similar abusive sales practices. Based on comments received and our discussions with industry participants, [995] we believe that the use of an online platform would enhance the ability of issuers and investors to transparently communicate as compared to the alternative of allowing transactions to occur offline. This requirement should help issuers gain exposure to a wide range of potential investors, who also may benefit from having numerous investment opportunities aggregated in one place, resulting in lower search costs or burdens related to identifying suitable investment opportunities.
  We preliminarily estimate that the requirement to use an intermediary could result in transaction costs for issuers of 5% to 15% of the amount of the offering made in reliance on Section 4(a)(6), [996] depending on the intermediary used and the fees charged for services, including payment processing. Although crowdfunding intermediaries are not expected to provide issuers with underwriting services commensurate with registered offerings (and, in fact, funding portals would be prohibited from doing so), the fees charged in a crowdfunding offering could be significantly larger on a percentage basis relative to the underwriting fees for registered offerings, which range from as high as 7% for initial public offerings to less than 1% for certain bond issuances. [997] In general, to the extent that a significant component of the fees is fixed, the transaction costs for issuers would make smaller issues more expensive. Although crowdfunding offerings would likely vary in size, based on an offering size of $100,000, an issuer would incur an average of $5,000 to $15,000 in fees. As previously discussed, we believe that competition among potential crowdfunding venues and the potential development of new products and services could have a significant impact on these estimates over time.
  a. Disclosure and Dissemination RequirementsThe statute and proposed rules include disclosure and dissemination provisions designed to provide information to security-based crowdfunding investors. These provisions, together with the issuer disclosure provisions discussed above, are expected to limit information asymmetries and promote the efficient allocation of capital amongst crowdfunding issues. Additionally, these disclosure and dissemination provisions would provide information intended to ensure that investors are aware of the risks associated with their investment, which would help protect investors in this new market. As discussed above, many of these costs and benefits are difficult to quantify or estimate with any degree of certainty, especially considering securities-based crowdfunding provides a new method for raising capital in the United States. To the extent possible, however, we have quantified the direct costs to intermediaries associated with these provisions in the table above. The proposed rules would prohibit any intermediary or its associated persons from accepting an investment commitment until the investor has opened an account with the intermediary and the intermediary has obtained the investor's consent to electronic delivery of materials. This requirement would help ensure that certain basic information about the investor is on file with the intermediary and that all investors are on notice of the primary method of delivery for communications from the intermediary. We estimate the direct cost of this requirement in the table above.
  The statute requires intermediaries to provide disclosures related to risks and other investor education materials. The proposed rules would implement this statutory mandate by requiring intermediaries to deliver educational materials that explain how the offering process works and the risks associated with investing in crowdfunding securities. [998]
  The proposed educational requirements would help make investors aware of the limits and risks associated with purchasing crowdfunding securities. Such knowledge would help investors understand the payoff structures that are specified by the offering contractual features and the circumstances under which they could expect to be compensated. It also would help ensure that offerings proceed more efficiently as investors would be more informed by the time they decide to make their investment commitments and receive required notices. We recognize that the effectiveness of the educational materials to enhance investor protection would vary depending upon the education and experience of retail investors. [999] In addition, a presentation that highlights the risks of securities-based crowdfunding could discourage investor participation.
  Under the proposed rules, the educational materials could be in any electronic format, including video format, and the intermediary would have the flexibility to determine how best to communicate the contents of the educational material, thus the cost for intermediaries to develop educational materials is expected to vary widely. The table above includes our current estimates of the direct, quantifiable costs that would be incurred to comply with the proposed requirement, as well as additional costs to update or revise the materials from time to time.
  The proposed rules also require that intermediaries obtain representations from investors regarding their review of the investor education materials and their understanding of the risks. [1000] The Commission believes these proposed rules would improve investors' understanding of crowdfunding generally, as well as aspects of certain types of securities and the implications for their investments in issuers that are raising capital through securities-based crowdfunding in reliance on Section 4(a)(6). We estimate that the direct costs of this requirement to an intermediary would be incorporated into the costs of developing a platform and that the ongoing burden to comply would be minimal. This proposed requirement also might impose a further cost to the extent that the requirement deters investors from making investment commitments or otherwise participating in offerings made in reliance on Section 4(a)(6).
  The proposed rules would also require an intermediary to clearly disclose the manner in which the intermediary is compensated in connection with offers and sales of securities in reliance on Section 4(a)(6). [1001] As explained above, we believe that investors would benefit by having information about how intermediaries are compensated, such as through compensation arrangements with affiliates. We believe that the costs of complying with this requirement also generally would be included in the overall cost for intermediaries to develop their platforms, as it would entail adding an item of disclosure that would be built into the functionality of their platforms. The costs are reflected in the table above, and we believe that this requirement would impose only nominal incremental costs on intermediaries on an ongoing basis. We also do not expect significant competitive costs from the disclosure of such compensation arrangements.
  The statute and the proposed rules further would require that intermediaries make available certain issuer-provided information. As described above, intermediaries would have to implement and maintain systems to comply with the information disclosure requirements so that the information was publicly available and easily accessible on the intermediary's platform by interested persons.
  The issuer disclosure requirements should benefit investors by enabling them to better evaluate the issuer and the offering. Requiring intermediaries to make the issuer information publicly available and easily accessible on their platforms would reduce information asymmetries between issuers and investors and would enhance both transparency and efficiency of the market. We expect that intermediaries would incur costs to develop the functionality that would allow the uploading and downloading of issuer information. We believe that the direct costs of complying with this requirement would be included in the overall cost to intermediaries to develop their platforms and that this requirement would impose only nominal incremental costs on intermediaries on an ongoing basis, primarily because the functionality necessary to upload the required issuer disclosure information is a standard feature offered on many Web sites and would not require frequent updates.
  The proposed rules would also require an intermediary to provide communication channels on its platform, meeting certain conditions, which would allow investors who have opened accounts with intermediaries and representatives of the issuer to interact and exchange comments about the issuer's offering on that intermediary's platform, and which would be publicly available for viewing (i.e., by those who may not have opened accounts with the intermediary). [1002] While Congress contemplated the use of such communication channels, the statute does not explicitly require intermediaries to provide them. [1003] Compared with the alternative of not requiring intermediaries to provide communication channels, we believe that requiring the communications channel to be on the intermediary's platform would allow investors, particularly those who might be less familiar with online social media, to participate in online discussions regarding ongoing offerings without having to actively search for such discussions on external Web sites. We do recognize, however, that this requirement would not preclude investors from initiating additional discussions on external Web sites. Furthermore, the requirements that the communication channels be viewable by the public and that promoters be clearly identified on these channels would enhance transparency about the issuer and its offering with appropriate disclosures, ultimately allowing investors to make more informed investment decisions. We estimate that the costs of this proposed requirement are incorporated into the costs of developing a platform and that once the platform has been set up the ongoing burden to comply would be minimal.
  We are also proposing to require intermediaries to, upon receipt of an investment commitment from an investor, promptly provide or send to the investor a notification of that investment commitment. [1004] While this notice is not statutorily required, we believe that this requirement is appropriate as it would provide investors with key information about their investment commitments, including notice of the opportunity, as relevant, to cancel their investment commitments. Investors would benefit from these requirements because they would be provided with the necessary information to evaluate their investment commitments, their securities transactions and the intermediaries that are effecting those transactions. We estimate that the costs of these requirements are incorporated into the costs of developing a platform and that the ongoing burden to comply would be minimal.
  We also propose to implement the statutory requirement for intermediaries to allow investors to cancel their commitments to invest, by requiring investors to have until 48 hours prior to the deadline identified in the issuer's offering materials to cancel their investment commitments. [1005] If an issuer reaches its target offering amount prior to the target offering deadline, the proposed rules would permit early closing of the offering, provided that the intermediary sends notices to investors informing them of the closing and the deadline for the opportunity to cancel. [1006] The proposed rules also would set forth notice requirements and requirements related to the intermediary directing payments in the event of cancellations and material changes to offerings. [1007] The proposed rules would impose specific obligations on intermediaries related to informing investors about their right to cancel, depending on particular circumstances relating to timing of the offering, such as in the event of early closings, cancellations and material changes that trigger reconfirmations of investment commitments.
  We believe that investors would benefit from receiving these notices because the notifications and accompanying information would keep investors informed about the status of the offering and help them make informed investment decisions. We further believe that investors would reasonably expect to be informed of changes impacting the timing of offerings and other material changes. This approach also would benefit investors by providing investors with sufficient time to review and assess information and communications about the issuer.
  We recognize that allowing investors to cancel their investment commitments up to 48 hours prior to the deadline identified in the issuer's offering materials may impose a cost on issuers who, because of investors cancelling commitments late in the offering period, may fall below the target offering amount and so decide to cancel the offering or to extend the offering period. Accordingly, we recognize that this requirement may have an effect on capital formation. Intermediaries also may incur direct costs in developing and maintaining such systems, for instance to send the relevant notices to investors, as part of the cost of developing a platform reflected in the table above.
  b. Measures To Reduce the Risk of Fraud and LimitationsThe statute and proposed rules require intermediaries to take certain steps to reduce the risk of fraud, including steps related to checking whether issuers are eligible to rely on Section 4(a)(6) and whether investors comply with investment limits in order to participate in an offering pursuant to Section 4(a)(6). We believe that intermediaries will be in the best position to take these steps and that these requirements will increase investor protections. Additionally, the statute and proposed rules place certain limitations on intermediaries. These limitations are further meant to increase investor protection in the securities-based crowdfunding market. As noted above, the costs and benefits of these provisions are difficult to quantify or estimate with any degree of certainty. To the extent possible, however, we have quantified estimates of the direct costs associated with these provisions and the proposed rules in the table above.
  The proposed rules would require that an intermediary have a reasonable basis for believing that an issuer seeking to offer and sell securities in reliance on Section 4(a)(6) through the intermediary's platform complies with the requirements in Section 4A(b) of the Securities Act and the related requirements in Regulation Crowdfunding. In satisfying this requirement, an intermediary may rely on the representations of the issuer concerning compliance with these requirements unless the intermediary has reason to question the reliability of those representations. The proposed rules would also require that an intermediary have a reasonable basis for believing that an issuer seeking to offer and sell securities on the intermediary's platform complies with all issuer requirements and has established means to keep accurate records of holders of the securities. The proposed rules would permit an intermediary to rely on an issuer's representations concerning compliance with these requirements unless the intermediary has reason to question the reliability of the representations. The proposed rules also would require an intermediary to deny access to an issuer if it has a reasonable basis for believing that the issuer or any of its officers, directors (or any person occupying a similar status or performing a similar function) or 20 Percent Beneficial Owners was subject to a disqualification under the proposed rules. As required by the statute, the proposed rules would require the intermediary to conduct a background and securities enforcement check on each of these persons. Furthermore, the proposed rules would require an intermediary to deny access to its platform if the intermediary believes that the issuer or the offering presents the potential for fraud or otherwise raises concerns regarding investor protection. [1008] Each of these proposed requirements is intended to help reduce the risk of fraud in securities-based crowdfunding.
  We believe that if intermediaries take the measures we propose to require, investors would be more willing to participate in securities-based crowdfunding offerings. Investors would rely on the efforts of the intermediary that conducted a background and securities enforcement regulatory history check, solving a collective action problem that would be prohibitively costly if left to individual investors. To the extent these checks lessened the likelihood of inappropriate or nefarious activity, they could increase investor willingness to purchase crowdfunding securities, thereby potentially resulting in issuers having greater access to capital. We anticipate that most intermediaries would employ third parties to perform background checks.
  We also recognize that permitting an intermediary to rely on an issuer's representations unless the intermediary has reason to question the reliability of the representations could potentially lessen the incentive for an intermediary to thoroughly investigate the issuers and securities to be offered on its platform. Such an outcome could result in a higher levels of fraud compared to a requirement that intermediaries perform a thorough investigation to ensure that the issuer complied with all the requirements. A higher level of fraud would negatively affect both investors in crowdfunding offerings and non-fraudulent issuers. Based on comments and conversations with industry participants, [1009] however, we believe it is likely that investors and interested participants would provide relevant adverse information about an issuer or an offering through postings on chat sites, message boards, and other communication channels, including, but not limited to, the communication channels to be provided by the intermediary. These media would provide a potential source of information for intermediaries who may be subject to liability as ''issuers.''
  The proposed rules also would require an intermediary to have a reasonable basis for believing that an investor has not exceeded the investment limits discussed above before accepting an investment commitment from that investor. [1010] Under the proposed rules, an intermediary may rely on an investor's representations concerning compliance with the investment limits unless the intermediary has reason to question the reliability of the representations. We believe that this requirement would help to ensure that the investor protection benefits associated with the investment limits are realized. This ability to rely on investor representations should help mitigate the potential cost that intermediaries could incur in relation to this requirement. At the same time, we realize that investors might make inaccurate representations, whether intentionally or not. Although some of these concerns could be addressed by the use of a central data repository, for example, the statute does not mandate the use of such a central data repository and we are not proposing to require one because, as we consider this alternative to the proposed standard, we believe that the benefits of establishing such a repository would not at this time justify the potentially significant costs. Accordingly, we believe that the standard proposed represents a reasonable approach to implement the statutory requirement, achieving an appropriate balance between competing concerns.
  We expect that because system functionality to obtain user acknowledgments is standard on many online trading and electronic commerce Web sites, the market to build such system functionality is highly commoditized and the average cost to both develop and maintain systems that allow an investor to represent that he or she has not exceeded allowable investment limits would not be unduly high. As noted in the table above, we estimate that the cost to comply with this requirement would be incorporated into the costs to develop a platform and that the ongoing burden to comply would be minimal.
  As noted above, the statute and the proposed rules would also prohibit an issuer from compensating, or committing to compensate, directly or indirectly, any person to promote the issuer's offering through communication channels provided by the intermediary unless the issuer takes reasonable steps to ensure that such person clearly discloses the receipt (both past and prospective) of such compensation each time a promotional communication is made. We also are proposing to require that an intermediary take certain steps to ensure that investors are made aware of such compensation, and that such compensation is disclosed in the communication channels, so that investors can gauge the promoter's communications appropriately. [1011] We believe that intermediaries would be in an appropriate position to take such steps. As part of the account opening, the intermediary would be required disclose to persons opening accounts that any person who receives compensation to promote an issuer's offering, or who is a founder or an employee of an issuer that engages in promotional activities on behalf of the issuer on the intermediary's platform, must clearly disclose on the platform the receipt of the compensation and that he or she is engaging in promotional activities on behalf of the issuer. In addition, under the proposed rules, the intermediary must require that any person posting a comment in the communication channels clearly disclose with each posting whether he or she is a founder or an employee of an issuer engaging in promotional activities on behalf of the issuer, or is otherwise compensated, whether in the past or prospectively, to promote the issuer's offering.
  Under the proposed rules, intermediaries might incur direct costs in complying with the requirements to disclose compensation to promoters, and certain additional costs from time to time to ensure continued compliance, as outlined in the table above. In addition, if this proposed requirement discourages the use of promoters by issuers, it could limit the investor pool for a securities-based offering made in reliance on Section 4(a)(6), thus limiting the ability of an issuer to raise capital.
  Additionally, the statute prohibits the directors, officers or partners of an intermediary, or any person occupying a similar status or performing a similar function, from having any financial interest in an issuer that uses the services of the intermediary. The proposed rules would implement this statutory requirement but extend the prohibition to the intermediary as well. [1012] Such a prohibition would be beneficial to investors and issuers because if an intermediary were to have a financial interest in one or more issuers that plan to use its services, the intermediary could have an incentive not based solely on merit to promote that issuer's offering, potentially to the detriment of investors and other issuers. The prohibition would, however, impose a cost on an issuer who might otherwise seek to compensate an intermediary with an interest in the issuer, rather than cash, for its services. It is thus possible that the prohibition could make securities-based crowdfunding unavailable to an issuer that does not have the ability to otherwise compensate an intermediary.
  The statute requires that intermediaries ensure that all offering proceeds are provided to the issuer only when the aggregate capital raised from all investors is equal to or greater than a target offering amount. The proposed rules would implement this requirement by requiring intermediaries that are registered as brokers to comply with the existing requirements of Exchange Act Rule 15c2-4. [1013] Intermediaries registered as funding portals would be required to direct investors to transmit the funds or other consideration directly to a qualified third party, which is a bank, that has agreed in writing to hold the funds or maintain a bank account (or accounts) for the exclusive benefit of, and to promptly transmit the funds to, the issuer or the investors, depending on circumstances such as whether the offering was completed or was cancelled, and whether the investment commitment was cancelled. The proposed rules also would require a funding portal to direct the qualified third party to transmit funds to the issuer once the target offering amount is reached and the cancellation period has elapsed; to return funds to an investor when an investment commitment has been cancelled; and to return funds to investors when the offering has not been completed.
  These requirements would benefit investors and issuers by helping to ensure that funds are appropriately refunded or transmitted in accordance with the terms of the offering. In particular, the requirement that the account in which funds are deposited be exclusively for the benefit of investors and the issuer would help prevent the intermediary or other parties from claiming or otherwise unlawfully taking funds from that account.
  Under the statute, intermediaries also may not compensate promoters, finders or lead generators for providing brokers or funding portals with the personally identifiable information of any potential investor. We propose to implement this statutory requirement by prohibiting an intermediary from compensating any person for providing the personally identifiable information of any crowdfunding investor or potential investor to intermediaries. [1014] We anticipate that intermediaries would have some need for referrals to the intermediary's platform and, therefore, we are proposing to permit an intermediary to compensate a person for directing issuers or potential investors to the intermediary's platform in certain situations. [1015] These requirements would benefit intermediaries by providing them with a means to attract more investors to their crowdfunding portals, without allowing the sharing of personally identifiable information. Investors would meanwhile benefit from the additional privacy protection. Intermediaries might incur a cost because the proposed requirement would not allow them to use personally identifiable information to target and seek out specific investors, thus reducing the potential investor pool for certain offerings.
  5. Additional Funding Portal RequirementsUnder the proposed rules, a funding portal would register with the Commission by filing a complete Form Funding Portal with information concerning the funding portal's operation. [1016] In the table above, we estimate the costs that intermediaries would incur related to registering as a funding portal on Form Funding Portal.
  The proposed rules would include the statutory requirement that a funding portal be a member of a registered national securities association. As explained above, we believe that the statute effectively mandates that an intermediary be a FINRA member or any other registered national securities association (as applicable). The proposed requirement that funding portals register with the Commission and a registered national securities association benefits investors by providing oversight to reduce the risk for fraud. Although we estimate that there are costs associated with this requirement, we believe that the reduction in fraud risk deriving from this requirement might benefit portals by helping to create a marketplace in which investors are more willing to participate and issuers are more comfortable using this method of capital formation.
  The proposed rules also would require that funding portals use proposed Form Funding Portal to provide updates whenever information on file becomes inaccurate for any reason, to register successor funding portals and to withdraw from funding portal registration. Although funding portals would incur time and compliance costs to update Form Funding Portal, we expect funding portals would have navigated the filing process for Form Funding Portal when they register and would be familiar with the process by the time they update the form.
  We propose to allow nonresident funding portals to register with us, provided that certain conditions are met. One condition is that an information sharing agreement is in place between the Commission and a competent regulatory authority in the relevant jurisdiction. The proposed rules would also require a nonresident funding portal to appoint an agent for service of process in the United States, and to certify and provide opinion of counsel that as a matter of law, the funding portal can provide the Commission and any national securities association of which it is a member with prompt access to its books and records and can, as a matter of law, submit to onsite inspection and examination by the Commission and the national securities association.
  Compared to an alternative that we could have selected, i.e., that of not allowing nonresident entities to operate as funding portals in the U.S. crowdfunding market, the proposed rules would increase competition among crowdfunding intermediaries, which in turn is likely to reduce the fees that intermediaries charge issuers. The lack of data does not allow us to estimate the magnitude of this potential fee reduction. Lower costs of raising capital could also attract more potential issuers to use the crowdfunding exemption, thus enhancing capital formation. Conditioning the nonresident funding portal registration on the presence of an information sharing agreement as mentioned above would provide regulators and market participants with more information about the nonresident funding portals, thus reducing the likelihood of fraud.
  Although the requirements we propose with respect to appointment of an agent for service of process, and a certification and legal opinion would impose costs on nonresident funding portals, these requirements are consistent with regulations we have proposed to impose on other nonresident entities subject to our regulation. The proposed regulations would enhance investor protection by requiring steps to ensure that funding portals that were not based in the United States, or that were subject to laws other than those of the United States, would nevertheless be accessible to the Commission and other relevant regulators for purposes of conducting examinations of, and enforcing U.S. laws and regulations against these entities. While the JOBS Act does not distinguish between resident and nonresident funding portals, it clearly contemplates Commission oversight of registered funding portals and the tailoring of such requirements to varied circumstances.
  The statute also provides an exemption from broker-dealer registration for funding portals. The proposed rules would implement the statutory requirement by stating that a registered funding portal is exempt from the broker registration requirements of Exchange Act Section 15(a)(1) in connection with its activities as a funding portal. [1017] This proposed rule would benefit funding portals because it would specify the scope of the limited exemption in the statute, thus providing clarity to the funding portals regarding their activities. We believe this approach of exempting funding portals from broker registration and its accompanying regulations would benefit the market and its participants. The activities of funding portals would be more limited than those of brokers. Thus, the proposed rules would require funding portals to comply with a registration requirement and set of regulations more appropriate for their activities, rather than the more extensive and higher cost requirements that accompany broker-dealer registration. Lower registration costs of funding portals could translate into lower fees they charge issuers that use these portals, thus benefiting issuers of crowdfunding securities and potentially increasing capital formation. We are unable to quantify these potential benefits. We do not expect any significant benefits to registered broker-dealers from this limited exemption for funding portals. Registered broker-dealers could be put at a competitive disadvantage because of the higher registration cost. They, however, will be allowed a wider variety of activities compared to funding portals, the benefits of which could more than compensate for the higher registration costs.
  The proposed rules would also require a funding portal to obtain a fidelity bond, and maintain fidelity bond coverage for the duration of its registration as a funding portal. [1018] This requirement would benefit investors by protecting them to some extent from potential losses caused by fraud. Investors and issuers that used funding portals for their offerings would likewise benefit from the added stability that the fidelity bond protection would provide.
  We estimated the costs of maintaining fidelity bond coverage based on conversations with insurance service companies for FINRA-registered firms and note that the actual cost of coverage for funding portals would vary depending on particular circumstances, such as the size of the firm. For instance, according to these sources, funding portals with fewer employees (e.g., up to 30 employees) might incur lower fidelity bond costs than funding portals with more employees.
  a. Safe Harbor for Certain ActivitiesExchange Act Section 3(a)(80) prohibits funding portals from (1) offering investment advice or recommendations, (2) soliciting purchases, sales or offers to buy securities offered or displayed on the funding portal's platform, (3) compensating employees, agents or other such persons for solicitation or based on the sale of securities displayed or referenced on the funding portal's platform, or (4) holding, managing, possessing or otherwise handling investor funds or securities. The proposed rules would give funding portals, their associated persons, affiliates and business associates, a measure of clarity regarding activities that would be permissible without violating these statutory prohibitions, while also helping to protect investors from activities that would create potential conflicts of interest. [1019] Thus, compared with the alternative that we could have chosen, that of not providing the safe harbor, the proposed rules will likely reduce funding portals' regulatory burden (e.g., it will be easier for funding portals to advertise their activities and attract issuers and investors, thus potentially increasing their revenue). The legal certainty provided by the safe harbors, for example proposed Rule 402(b)(4) which permits a funding portal to provide on its platform communication channels, would help ensure that the benefits of the substantive rule provisions are realized. Such measures have the potential to attract greater numbers of investors to crowdfunding through funding portals than would otherwise participate, thereby encouraging capital formation.
  The proposed rules would permit a funding portal to apply objective criteria to limit the crowdfunding securities offered on its platform. [1020] Investors would benefit by being able to search, sort or categorize offerings on a funding portal's platform in an organized manner, which would allow them to find investment opportunities meeting specific criteria. This functionality would more efficiently match investors with investment opportunities. These proposed rules would benefit funding portals by providing them with the flexibility to limit the use of their platform to certain types of issuers and to highlight certain offerings on their platforms which investors may find of interest.
  Under the proposed rules, funding portals would be permitted to provide advice to an issuer on the structure and content of its offerings, including assistance to the issuer in preparing documentation. [1021] This proposed rule would allow issuers to obtain guidance that may not typically be available to them and lower funding costs. Many potential issuers seeking to offer and sell crowdfunding securities are unlikely to be familiar with how to best structure offerings so as to raise capital in the most cost effective manner, and they might not have the capital, knowledge or resources to hire outside advisors. Given that an issuer would be required to effect offerings through an intermediary, we believe that permitting funding portals to provide these services to issuers would lower overall transaction costs for issuers, as they would not need to engage another party to provide these services. This effect would in turn help to enhance market efficiency.
  The proposed rules would also permit a funding portal to compensate a third party for referring a person to the funding portal in certain circumstances. [1022] As discussed above, this proposed safe harbor would benefit funding portals by providing them with a means to attract more investors to their crowdfunding platforms, while protecting investors' personally identifiable information. Investors also would benefit from the prohibition on transaction-based compensation (other than to registered broker-dealers), which would help to reduce the incentive for abusive practices.
  The proposed rules would permit a funding portal to pay or offer to pay compensation to a registered broker or dealer for services provided in connection with the offer or sale of securities in reliance on Section 4(a)(6), subject to certain conditions set forth in the rule. [1023] Similarly, a funding portal could, subject to certain conditions, receive compensation from a registered broker or dealer for services provided by the funding portal. [1024] Under these proposed rules, funding portals would benefit from being able to enter into these types of arrangements with registered broker-dealers who could provide services that the funding portals otherwise would be prohibited from providing. Brokers also would benefit from the additional business that funding portals might be able to attract through their platforms and online presence generally, as well as from services, such as those related to technology, which funding portals could provide. Issuers and investors might benefit from such arrangements by having more readily-available services provided to them by entities subject to the applicable regulatory oversight.
  The proposed rules would permit a funding portal to advertise its existence, subject to certain conditions. [1025] These requirements would benefit funding portals by allowing them to advertise publicly to attract more investors to their crowdfunding platforms; however, they might bear costs associated with ensuring compliance with the rule's conditions. The proposed rule also would enhance market efficiency as investors become more aware of available offerings through advertisements by funding portals and are thus able to better match their investments with projects that are most suitable for their risk preferences.
  The statute requires intermediaries to take measures to reduce the risk of fraud, and we propose to implement this requirement by requiring a funding portal to deny access to its platform to an issuer that the funding portal believes presents the potential for fraud or otherwise raises concerns regarding investor protection. [1026] The requirement would further enhance investor protection by giving funding portals the flexibility to deny access to potential bad actors. Funding portals also would benefit from the ability to deny access to certain issuers to protect the integrity of the offering process and the market reputation of the crowdfunding platforms without fear of violating the prohibition on providing investment advice.
  The proposed rules would clarify that a funding portal would not be in violation of the statutory prohibitions on holding, managing, possessing or otherwise handling investor funds or securities by accepting investment commitments from potential investors. [1027] Under the proposed rules funding portals could direct investors where to transmit funds or remit payment in connection with the purchase of securities offered and sold in reliance on Section 4(a)(6). [1028] Similarly, a funding portal could direct a qualified third party to release proceeds of a successful offering to the issuer upon completion of the offering or to return investor proceeds when an investment commitment or offering is cancelled. [1029] These proposed rules would give both funding portals and entities with which they do business a measure of legal certainty that funding portals providing direction for funds to and from qualified third parties in compliance with the proposed rules would not constitute activity in violation of the statutory prohibitions on holding, managing, possessing or otherwise handling investor funds or securities.
  b. Compliance RequirementsWe are proposing to require that a funding portal implement written policies and procedures, reasonably designed to achieve compliance with proposed Regulation Crowdfunding and the rules and regulations thereunder, relating to its business as a funding portal. [1030] This requirement would provide a benefit to investors and funding portals alike, as written policies and procedures would aid, enhance and help to ensure consistent compliance with the proposed rules. Funding portals would incur costs associated with the requirement to develop their own procedures and implement written policies and procedures, as well as to update and enforce them, as set forth in the table above.
  We are also proposing to require registered funding portals to comply with the requirements of the Bank Secrecy Act (BSA), including the reporting, recordkeeping and record retention requirements that apply to brokers. [1031] We recognize that the proposed rules would impose costs on funding portals to implement anti-money laundering (AML) procedures, as set forth in the table above; however, we believe that the proposed requirements provide important benefits. As discussed above, [1032] low-priced and privately-placed securities pose a money laundering risk because they are susceptible to market manipulation and fraud. [1033] Requiring funding portals to follow these AML procedures, in particular the requirement to file SARs, would help identify to law enforcement and regulators potentially fraudulent activity. These AML requirements would help therefore to protect market participants from illegal activity that could potentially infiltrate new online investment opportunities. Requiring the implementation of AML procedures would, in turn, provide potential investors with some degree of confidence that adequate protections against illegal activity exist for this new fundraising approach and would encourage more investors to participate, thus facilitating capital formation.
  Additionally, the statute requires that intermediaries take such steps to protect the privacy of information collected from investors as we determine appropriate. We are proposing to implement this statutory provision by requiring a funding portal to comply with Regulation S-P, S-ID and Regulation S-AM, which are applicable to brokers. [1034] We believe that requiring a funding portal to comply with privacy obligations would help protect the personally identifiable information of investors and potential investors, consistent with how it is protected by other financial intermediaries. Compared with an alternative that we could have selected, that of developing a new privacy regime applicable only to funding portals, the proposed rules would introduce consistency between funding portals and broker-dealers with respect to privacy obligations. That will benefit investors by lowering their information search costs and reducing investor confusion. We recognize that the requirement would impose costs on funding portals to comply with the privacy requirements, as set forth in the table above; however, these additional privacy protections could give potential investors the confidence to participate in offerings made in reliance on Section 4(a)(6), which would facilitate capital formation and benefit the markets generally.
  As a condition to exempting funding portals from the requirement to register as broker-dealers under Exchange Act Section 15(a)(1), Exchange Act Section 3(h)(1)(A) requires that registered funding portals remain subject to, among other things, the Commission's examination authority. Under the proposed rules, a funding portal would be required to permit the examination and inspection of all its business and business operations relating to its activities as a funding portal, including its premises, systems, platforms and records by Commission representatives and by representatives of the registered national securities association of which it is a member. [1035] Although funding portals would face time and compliance costs in submitting to Commission and registered national securities association examinations, inspections or investigations, and potentially responding to any issues identified, funding portals, investors and issuers would benefit from the enhanced compliance with regulations due to the oversight, as well as the sanctions or other disciplinary actions that may follow upon findings of violations through such inspections, examinations or investigations.
  We are proposing to require a registered funding portal to maintain and preserve certain records relating to its business. [1036] The proposed rules would require, among other things, that the funding portal maintain and preserve certain books and records for a period of not less than five years and in an easily-accessible place for the first two years. Recordkeeping requirements help registrants with their compliance. They are a familiar and important element of the approach to broker-dealer regulation, as well as the regulation of investment advisers and others, and are designed to maintain the effectiveness of our inspection program for regulated entities, facilitating our review of their compliance with statutory mandates and with our rules. The proposed rule would assist us in evaluating a funding portal's compliance with the Securities Act Sections 4(a)(6) and 4A and the rules issued thereunder. Regulators would benefit from standardized recordkeeping practices for intermediaries because they would be able to perform more efficient, targeted inspections and examinations, and have an increased likelihood of identifying improper conduct at earlier stages of the inspection or examination.
  Funding portals may incur one-time costs in establishing the systems necessary to comply with the proposed books and records requirements. We note, however, that the records required to be made and preserved under the proposed rules are those that would ordinarily be made and preserved in the ordinary course of business by a regulated broker engaging in these activities. We recognize that there may be a slight competitive advantage for funding portals over brokers to the extent that the proposed recordkeeping rule for funding portals is less burdensome for than the requirements applicable to brokers. At the same time, we believe that the proposed recordkeeping rule for funding portals is consistent with the narrow range of their activities. Our estimates of the costs associated with this requirement are set forth in the table above.
  6. Insignificant DeviationsWe are proposing to provide a safe harbor for issuers for certain insignificant deviations from a term, condition or requirement of Regulation Crowdfunding. [1037] The proposed safe harbor would provide that insignificant deviations from a term, condition or requirement of Regulation Crowdfunding would not result in a loss of the exemption, so long as the issuer relying on the exemption can show that: (1) The failure to comply was insignificant with respect to the offering as a whole; (2) the issuer made a good faith and reasonable attempt to comply with all applicable terms, conditions and requirements of Regulation Crowdfunding; and (3) the issuer did not know of the failure to comply, where the failure to comply with a term, condition or requirement was the result of the failure of the intermediary to comply with the requirements of Section 4A(a) and the related rules, or such failure by the intermediary occurred solely in offerings other than the issuer's offering.
  Providing a safe harbor could impose costs on investors, issuers, funding portals and regulators, compared with the alternative of not providing a safe harbor, to the extent that issuers lessen the vigor with which they develop and implement systems and controls to achieve compliance with the requirements of Regulation Crowdfunding. We believe that limiting the proposed safe harbor to insignificant instances of non-compliance and requiring a good faith and reasonable attempt to comply with the requirements would mitigate these potential costs and would benefit issuers and funding portals by providing greater certainty regarding their reliance on the exemption. In the absence of a safe harbor, issuers may extend significantly more effort and more resources to satisfy the requirements of Regulation Crowdfunding or they may face greater uncertainty regarding their reliance on the exemption, which could discourage participation in this market, impacting efficiency and capital formation.
  7. Relationship With State LawSection 305 of the JOBS Act amended Securities Act Section 18(b)(4) [1038] to preempt the ability of states to regulate certain aspects of crowdfunding conducted pursuant to Section 4(a)(6). This statutory amendment would benefit issuers by making transactions made in reliance on Section 4(a)(6) less costly, because an issuer would not be required to register transactions with each state where it offers and sells securities in reliance on Section 4(a)(6). It also could benefit investors because these cost savings ultimately may be passed on to investors. Absent preemption of the states' registration requirements, an offering made through the Internet in reliance on Section 4(a)(6) and the proposed rules could result in an issuer potentially violating state securities laws. Recent evidence in donation-based and reward-based crowdfunding campaigns suggests that contributions are not exclusively local. [1039] The statutory preemption of state registration laws would reduce issuer uncertainty regarding the necessity of state registration, and it would eliminate the costs that would be associated with state registration. On the other hand, state registration laws may provide an additional layer of investor protection, and their preemption will remove a potential layer of review and may lead to increased levels of fraud. This potential negative effect of state law preemption, however, could be offset by some of the statutory requirements and the proposed rules that are designed to deter fraud, such as public disclosure, investment limits and the use of a registered intermediary.
  8. Exemption From Section 12(g)Proposed Rule 12g-6 provides that securities issued pursuant to an offering made under Section 4(a)(6) would be permanently exempted from the record holder count under Section 12(g). This proposal delays the more extensive Exchange Act reporting requirements until the issuer either sells securities in a registered transaction or registers a class of securities under the Exchange Act to reach a trading market. This allows an issuer to time the decision to become a reporting company without forcing it to become a reporting company through actions outside of its control (e.g., secondary market trading). By conditioning the more burdensome reporting requirements on the decision to raise new capital or to actively seek a liquid trading market, the benefits of increased disclosure would scale with the scope of investment in the issuer, thus improving efficiency.
  This proposal could, however, result in an unintended and potentially costly outcome. It is possible that an issuer that sells securities in reliance on Section 4(a)(6) could become an Exchange Act reporting company, but then deregister and go dark with potentially thousands of investors. For example, in an attempt to provide additional liquidity to its shareholders, an issuer could voluntarily register a class of securities under Exchange Act Section 12(g) so that the securities could be quoted in the over-the-counter market. The issuer would become subject to Exchange Act reporting requirements and would no longer be subject to the ongoing reporting requirements of Regulation Crowdfunding. If the issuer does not sell securities in a registered offering or trigger the asset and holder of record thresholds for mandatory Exchange Act registration in Section 12(g), the issuer could deregister its securities and stop all ongoing reporting obligations even if all the securities sold in reliance on Section 4(a)(6) remain outstanding. [1040] Given that securities-based crowdfunding could attract thousands of potential issuers, this is a possible outcome for some of these issuers. Under such an outcome, a significant number of investors in an issuer might be unable to obtain important information about that issuer, which could affect the liquidity and pricing of the securities these investors hold.
  9. DisqualificationThe statute and the proposed rules impose disqualification provisions under which an issuer would not be eligible to offer securities pursuant to Section 4(a)(6) and an intermediary would not be eligible to effect or participate in transactions pursuant to Section 4(a)(6). [1041] The proposed disqualification provisions for issuers are substantially similar to those imposed under Rules 262 of Regulation A and 506 of Regulation D, [1042] while the proposed disqualification provisions for intermediaries under Section 3(a)(39) are substantially similar to, while somewhat broader than, the provisions of Rule 262.
  a. IssuersThe proposed rules should induce issuers to implement measures to restrict bad actor participation in offerings made in reliance on Section 4(a)(6). This should help reduce the potential for fraud in the market for such offerings, which should help reduce the cost of raising capital to issuers that rely on Section 4(a)(6), to the extent that disqualification standards lower the risk premium associated with the presence of bad actors in securities offerings. In addition, the requirement that issuers determine whether any covered persons are subject to disqualification might obviate the need for investors to do their own investigations and eliminate redundancies that might exist in otherwise separate investigations. This should help reduce information-gathering costs to investors, to the extent that issuers are at an advantage in accessing much of the relevant information and to the extent that issuers could do so at a lower cost than investors.
  The proposed rules still would, however, impose costs on issuers, other covered persons and investors. If issuers are disqualified from relying on Section 4(a)(6) to make their offerings, they might experience increased costs in raising capital through alternative methods that do not require bad actor disqualification, if available, or alternative methods might be altogether unavailable. This could hinder potential investment opportunities for such issuers, with possible negative effects on capital formation. In addition, issuers and other covered persons may incur costs in connection with internal personnel changes that issuers may make to avoid the participation of those covered persons who are subject to disqualifying events. Issuers also might incur costs associated with restructuring share ownership positions to avoid having 20 Percent Beneficial Owners who are subject to disqualifying events. Finally, issuers might incur costs in connection with seeking waivers of disqualification from the Commission or determinations by other authorities that existing orders should not give rise to disqualification.
  We anticipate that the reasonable care exception [1043] also would impose costs and benefits. In this regard, a reasonable care exception might encourage capital formation by eliminating any hesitation issuers might otherwise experience under a strict liability standard. However, such an exception also might encourage issuers to take fewer steps to inquire about offering participants than they would if a strict liability standard applied, increasing the potential for fraud in the market for offerings made in reliance on Section 4(a)(6). Nevertheless, some issuers, with regard to the exercise of reasonable care, might incur costs associated with conducting and documenting their factual inquiry into possible disqualifications. The lack of specificity in the rule, while providing flexibility to the issuer to tailor its factual inquiry as appropriate to a particular offering, might increase these costs because uncertainty could drive issuers to do more than necessary under the rule. Alternatively, it might reduce these costs because uncertainty might drive issuers to exert minimum effort in conducting and documenting a factual inquiry.
  The requirement that issuers disclose matters that would have triggered disqualification, had they occurred after the effective date of proposed Regulation Crowdfunding, [1044] also would impose costs and benefits. The disclosure requirement would reduce costs associated with covered persons who would be disqualified under the proposed rules but for the fact that the disqualifying event occurred prior to the effective date of the rules. However, this approach would allow the participation of past bad actors, whose disqualifying events occurred prior to the effective date of the proposed rules, which could expose investors to the risks that arise when bad actors are associated with an offering. Nevertheless, investors would benefit by having access to such information that could inform their investment decisions. Issuers also may incur costs associated with the factual inquiry, preparing the required disclosure and making any internal or share ownership changes they may decide to make to avoid the participation of covered persons that trigger the disclosure requirement. Disclosure of triggering events also may make it more difficult for issuers to attract investors, and issuers may experience some or all of the impact of disqualification as a result.
  We believe the inclusion of Commission cease-and-desist orders in the list of disqualifying events would not impose a significant, incremental cost on issuers and other covered persons because many of these groups might already be subject to disqualifying orders issued by the states, federal banking regulators and the National Credit Union Administration. [1045] The inclusion of such orders in the list of disqualifying events might change how settlement negotiations are conducted between respondents and the Commission, and the Commission could grant an appropriate waiver from disqualification.
  Under the proposed rules, orders issued by the CFTC would trigger disqualification to the same extent as orders of the regulators enumerated in Section 302(d)(2)(B)(i) of the JOBS Act (e.g., state securities, insurance and banking regulators, federal banking agencies and the National Credit Union Administration). We believe that including orders of the CFTC would result in the similar treatment, for disqualification purposes, of comparable sanctions. In this regard, we note that the conduct that would typically give rise to CFTC sanctions is similar to the type of conduct that would result in disqualification if it were the subject of sanctions by another financial services industry regulator. This should enable the disqualification rules to more effectively screen out bad actors.
  As discussed above, the baseline for our economic analysis of proposed Regulation Crowdfunding, including the baseline for our consideration of the effects of the proposed rules on efficiency, competition and capital formation, is the situation in existence today, in which startups and small businesses seeking to raise capital through securities offerings must register the offer and sale of securities under the Securities Act unless they can comply with an existing exemption from registration under the federal securities laws. Relative to the current baseline, we believe that the disqualification provisions may not impose significant incremental costs on issuers and other covered persons because the proposed rules are substantially similar to the disqualification provisions under existing exemptions.
  b. IntermediariesIn implementing the statute, we are proposing to apply to intermediaries the disqualification provisions under Section 3(a)(39), rather than Rule 262 or the disqualification rules we are proposing for issuers. We believe that the standard of Section 3(a)(39) is already an established one among broker-dealers and their regulators and that, despite the differences, Section 3(a)(39) and Rule 262 are substantially similar in particular with regard to the persons and events they cover, their scope and their purpose. [1046] We believe that imposing any new or different standard, including Rule 262, only for those intermediaries that engage in crowdfunding transactions would likely create confusion and unnecessary burdens, as currently-registered broker-dealers and their associated persons would become subject to two distinct standards for disqualification. Consistent standards for all brokers and funding portals also would assist a registered national securities association in monitoring compliance and enforcing its rules.
  The proposed rules would implement the statutory requirement for intermediaries by providing that a person subject to a statutory disqualification, as defined in Exchange Act Section 3(a)(39), may not act as, or be an associated person of, an intermediary in a transaction involving the offer or sale of securities in reliance on Section 4(a)(6) unless so permitted by Commission rule or order. While this requirement would potentially reduce the number of intermediaries, we expect that it would strengthen investor protection by preventing bad actors from entering the securities-based crowdfunding market and by reducing the potential for fraud and other abuse.
  As discussed above, the baseline for our economic analysis of proposed Regulation Crowdfunding, including the baseline for our consideration of the effects of the proposed rules on efficiency, competition and capital formation, is the situation in existence today, in which intermediaries intending to facilitate securities transactions are required to register with the Commission as broker-dealers under Exchange Act Section 15(a). Relative to the current baseline, we believe that the disqualification provisions might not impose significant incremental costs to brokers because the proposed rules are the same as the disqualification provisions that are already imposed on broker-dealers.
  C. Request for CommentThroughout this release, we have discussed the anticipated costs and benefits of the proposed rules and their potential impact on efficiency, competition and capital formation. We request and encourage any interested person to submit comments regarding the proposed rules, our analysis of the potential effects of the rules and other matters that may have an effect on the proposed rules. We request comment from the point of view of issuers, investors and other market participants. With regard to any comments, we note that such comments are of particular assistance to us if accompanied by supporting data and analysis of the issues addressed in those comments. We also are interested in comments on the qualitative benefits and costs we have identified and any benefits and costs we may have overlooked. We urge commenters to be as specific as possible.
  Comments on the following questions are of particular interest.
  285. How similar or different is a securities-based crowdfunding offering from a non-securities-based crowdfunding offering? To what extent should we base the anticipated effects of the proposed rules on the experience of current crowdfunding platforms and their participants, including those based on rewards and donations? Should we expect the same incidence of success, failure, fraud and other outcomes when crowdfunding involves participants providing financing with an expectation of a monetary return on their investments? Would securities-based crowdfunding attract similar projects, ventures and capital seekers as other forms of crowdfunding? If not, why not, and what differences in the types of ventures, participants and outcomes might be expected?
  286. How would securities issued in reliance on Section 4(a)(6) be valued? Would issuers and/or investors have sufficient financial sophistication or methods available to accurately assess the intrinsic risks associated with the issuance? If so, what mechanisms would help assure accurate pricing? If not, what specific challenges or issues would prevent issuers and/or investors from arriving at a price that reflects the intrinsic value of the offering?
  287. How would investors who purchase securities in an offering in reliance on Section 4(a)(6) exit their investment? Once the securities are issued, investors would have to wait, except in certain circumstances, for one year before selling a security sold in a Section 4(a)(6) offering. At that time, how would existing security holders liquidate their positions? What is the likelihood that there would be a ready market for mature securities issued in reliance on Section 4(a)(6)? What entities or investors are likely to supply the liquidity, and what discounts, if any, are investors likely to face when exiting their investments? To what extent would, or should, liquidity provisions be built into the design of the security issues (e.g., call provisions or self-liquidation features)?
  288. How, and to what extent, would the collective knowledge of crowdfunding investors (i.e., the ''wisdom of the crowd'') provide investor protections and mitigate potential fraud or unspecified offering risks at the time of issuance? Would ''the wisdom of the crowd'' provide ongoing investor protections to the community of securities-based crowdfunding investors? If so, how and to what extent?
  289. Do the proposed rules require sufficient disclosure and educational requirements to help ensure that investors have a reasonable understanding of the risks and costs of investing in crowdfunding securities? Are the proposed disclosure and educational requirements sufficient for investors to understand: (1) The methods used for valuing securities issued in reliance on Section 4(a)(6), (2) potential complexity in the security design, or (3) risks of subsequent dilution of their investment? If not, what additional requirements would further mitigate the associated risks?
  290. Should intermediaries be required to systematically collect and report information'--to the Commission and/or publicly'--about the progress, success and failures of issuers that relied on Section 4(a)(6) to offer and sell securities subsequent to initial financing? Would collecting and reporting such statistics help investors better understand the risks associated with securities-based crowdfunding investments with the passage of time? If so, what information should be reported, and to whom and in what manner should it be reported? Would a requirement to collect and maintain information about issuers that relied on Section 4(a)(6) after the completion of the offering be too burdensome for intermediaries?
  291. Other than averting potential losses, what are the potential economic effects of limiting the investment size for any single investor to a maximum aggregate amount of $100,000? Would this reduce the incentive for some investors to participate in offerings in reliance on Section 4(a)(6), and if so, would this impede potential capital formation or the efficiency with which offerings can be made? Would this limit the ability of investors to appropriately diversify their securities-based crowdfunding investments? Please explain.
  292. Would the permanent exemption of securities-based crowdfunding securities from the record holder count under Section 12(g) of the Exchange Act pose any significant risks to investors of successful ventures? For example, is it likely or possible that an issuers that offers and sells securities in reliance on Section 4(a)(6) could became subject to Exchange Act reporting, but then subsequently delist and go dark without regard to the number of record holders?
  293. We estimated the costs for a broker to act as an intermediary in transactions conducted pursuant to Section 4(a)(6), and to engage in related broker activities, to be approximately $770,000 in the first year and approximately $270,000 each year thereafter. In making these estimates, we assumed that brokers would engage in particular activities in connection with these transactions, namely providing investment advice and recommendations, soliciting investors, and managing and handling customer funds and securities. Are our assumptions correct? If not, please explain. Are our estimates of the cost of doing business as a broker, in general, accurate? If not, please explain and provide relevant data.
  294. We estimated the costs for a funding portal to act as an intermediary in transactions pursuant to Section 4(a)(6) to be approximately $417,000 in the first year, and approximately $90,000 each year thereafter. Are our estimates of the costs of doing business as a funding portal, and the assumptions behind these estimates, in general, accurate? If not, please explain and provide relevant data.
  295. The Commission is interested in receiving comments, views, estimates and data concerning the following:
  '—‹ Expected size of the securities-based crowdfunding market (e.g., number of offerings, number of issuers, number for funding portals, size of offerings, number of investors, etc., as well as information comparing these estimates to the current baseline);
  '—‹ Overall economic impact of the proposed rules;
  '—‹ Competitive effects on brokers of the development of funding portals; and
  '—‹ Any other aspect of the economic analysis.
  ABA Letter 1: Letter from Catherine T. Dixon, Chair, Federal Regulation of Securities Committee, American Bar Association, Mar. 20, 2013
  ABA Letter 2: Letter from Catherine T. Dixon, Chair, Federal Regulation of Securities Committee, American Bar Association, Jun. 26, 2013
  ACA Letter: Letter from Divina K. Westerfield, Esq., Manager, American Crowdfunding Association Inc., Oct. 8, 2013
  ACFIA Letter 1: Letter from John Vassilliw, American Crowdfunding Investment Association, Dec. 15, 2012
  ACFIA Letter 2: Letter from John Vassilliw, American Crowdfunding Investment Association, Jan. 3, 2013
  ACFIA Letter 3: Letter from John Vassilliw, American Crowdfunding Investment Association, Jan. 3, 2013
  Acos Letter: Letter from Jim Acos, Jun. 10, 2012
  AKickInCrowd.com Letter: Letter from Tony Reynolds, Founder, AKickInCrowd.Com, May 11, 2012
  Alabama Development Office Letter: Letter from S. Douglas Smith, Founding Director of the Alabama Development Office and the Alabama Department of Economic and Community Affairs, Oct. 22, 2012
  ASBC Letter: Letter from American Sustainable Business Council, Jul. 16, 2012
  AngelList Letter: Letter from Naval Ravikant, CEO, AngelList, May 23, 2012
  AppleSeedz Letter: Letter from EL Mazyck, President, AppleSeedz.com, Jul. 23, 2012
  Applied Dynamite Letter: Letter from Randall Lucas, CEO, Applied Dynamite Inc., May 4, 2012
  ARS Letter: Letter from Mark Norych, Esq., Executive Vice President, General Counsel, Board Member, Arbitration Resolution Services, Inc., Jul. 19, 2013
  Arctic Island Letter: Letter from Scott Purcell, Founder, Arctic Island Crowdfunding Portal, Jun. 26, 2012
  Ayeni Letter: Letter from Debo Ayeni, Dec. 23, 2012
  Bach Letter: Letter from David Bach, Apr. 18, 2012
  Barnes Letter: Letter from Ryan Barnes, Aug. 22, 2012
  Basko Letter: Letter from Sue Basko, Lawyer, Jun. 18, 2012
  Becotte Letter: Letter from Chase Becotte, Aug. 31, 2012
  Bedford Letter: Letter from Shante Jones, Vice President, Bedford Stuvyesant Unity Youth Resources, Inc., Feb. 14, 2013
  BeFounders Letter: Letter from William J. Mills, JD, BeFounders, Apr. 24, 2012
  Begich Letter: Letter from Sen. Mark Begich, U.S. Senator, Jul. 18, 2013
  Bennet Letter: Letter from Sen. Michael F. Bennet, U.S. Senator, Dec. 12, 2012
  Black Letter: Letter from Michael Black, Nov. 4, 2012
  Blechman Letter: Letter from Bruce Blechman, Apr. 13, 2012
  BlueTree Letter: Letter from Catherine V. Mott, Founder, BlueTree Allied Angels, Aug. 21, 2012
  BrainThrob Laboratories Letter: Letter from Erin C. DeSpain, President, BrainThrob Laboratories, Inc., Nov. 8, 2012
  Brandon W Letter: Letter from Brandon W., Apr. 16, 2012
  Buffalo First Letter: Letter from Kelly A. Maurer, Treasurer, Buffalo First Member, Buffalo Common Wealth LLC Assistant Treasurer, Buffalo Cooperative FCU, Apr. 16, 2012
  Bulldog Investors Letter: Letter from Philip Goldstein, Bulldog Investors, Jul. 18, 2012
  Cera Technology Letter: Letter from Michael Mace, CEO, Cera Technology, Apr. 13, 2012
  CFA Institute Letter: Letter from Kurt N. Schacht and Linda L. Rittenhouse, CFA Institute, Aug. 16, 2012
  CFIRA Letter 1: Letter from Sherwood E. Neiss, Crowdfund Investing Regulatory Advocates (CFIRA), May 15, 2012
  CFIRA Letter 2: Letter from Candace S. Klein, Chair and Vincent R. Molinari, Co-Chair, CFIRA, May 30, 2012
  CFIRA Letter 3: Letter from Candace S. Klein, Chair and Vincent R. Molinari, Co-Chair, CFIRA, Jun. 5, 2012
  CFIRA Letter 4: Letter from Kim Wales and Christine Landon, CFIRA, Aug. 9, 2012
  CFIRA Letter 5: Letter from Kim Wales, Founding member, and DJ Paul, Founding Member & CSO, CFIRA, Aug. 22, 2012
  CFIRA Letter 6: Letter from Lon David Varvel, Founding Member, CFIRA, Sept. 14, 2012
  CFIRA Letter 7: Letter from Chris Tyrrell, Kim Wales and Charles Sidman, Founding Members, CFIRA, Oct. 10, 2012
  CFIRA Letter 8: Letter from Chris Tyrrell, Kim Wales and Charles Sidman, Founding Members, CFIRA, Oct. 29, 2012
  CFIRA Letter 9: Letter from Kim Wales, Founding Member, CFIRA, Nov. 26, 2012
  CFIRA Letter 10: Letter from Scott Purcell, Board Member, CFIRA, Dec. 3, 2012
  CFIRA Letter 11: Letter from Kim Wales, Founding Member, CFIRA, Dec. 4, 2012
  CFIRA Letter 12: Letter from CFIRA, Jan. 21, 2013
  CFIRA Letter 13: Letter from Ryan Feit, Co-Founder & CEO, SeedInvest, and Kim Wales, Founding Member, CFIRA, Mar. 11, 2013
  City First Letter: Letter from John Hamilton, President, City First Enterprises, Jul. 4, 2013
  CitySpark Letter: Letter from David B. Haynie, CitySpark.com, Apr. 25, 2012
  Coan Letter: Letter from Marc C. Coan, Apr. 11, 2012
  Coleman Letter: Letter from Matthew R. Nutting, Esq., Coleman & Horowitt, LLP, Jan. 28, 2013
  Commonwealth of Massachusetts Letter: Letter from William F. Galvin, Secretary of the Commonwealth, Massachusetts, Aug. 8, 2012
  CommunityLeader Letter: Letter from Richard Weintraub, Chief Compliance Officer, CommunityLeader, Aug. 17, 2012
  CompTIA Letter: Letter from Lamar Whitman, Director, Public Advocacy, CompTIA, Jun. 28, 2012
  Cones Letter: Letter from John Cones, Apr. 19, 2012
  Corporate Resolutions Letter: Letter from Joelle Scott, Director of Business Intelligence, Corporate Resolutions Inc., Apr. 19, 2012
  Crowd Startup Capital Letter: Letter from Travis E. Chapman, Esq., Crowd Startup Capital, May 11, 2012
  CrowdCheck Letter 1: Letter from Sara Hanks, CEO, CrowdCheck, Inc., Apr. 30, 2012
  CrowdCheck Letter 2: Letter from Brian Knight, Vice President, CrowdCheck, Inc., Dec. 5, 2012
  CrowdFund Capital Markets Letter: Letter from Robert J. Thibodeau, President, CrowdFund Capital Markets, May 7, 2012
  CrowdFund Connect Letter: Letter from J. Randy Shipley, Founder, CrowdFund Connect, Social Gravity Inc., Jul. 28, 2012
  Crowdfunding Offerings Ltd. Letter 1: Letter from Anthony D. Edwards, Esq., Founder, Crowdfunding Offerings, Ltd., May 11, 2012
  Crowdfunding Offerings Ltd. Letter 2: Letter from Marshall Neel, Esq., Crowdfunding Offerings, Ltd., May 11, 2012
  Crowdfunding Offerings Ltd. Letter 3: Letter from Marshall Neel, Esq., Co-Founder, Crowdfunding Offerings, Ltd., May 11, 2012
  Crowdfunding Offerings Ltd. Letter 4: Letter from Marshall Neel, Esq., Co-Founder, Crowdfunding Offerings, Ltd., May 11, 2012
  Crowdfunding Offerings Ltd. Letter 5: Letter from Anthony D. Edwards, Esq., Founder, Crowdfunding Offerings, Ltd., May 11, 2012
  Crowdfunding Offerings Ltd. Letter 6: Letter from Anthony D. Edwards, Esq., Founder, Crowdfunding Offerings, Ltd., May 11, 2012
  Crowdfunding Offerings Ltd. Letter 7: Letter from Marshall Neel, Esq., Co-Founder, Crowdfunding Offerings, Ltd., Aug. 15, 2012
  Crowdlever Letter 1: Letter from Matt Morse, Sr., Feb. 1, 2013
  Crowdlever Letter 2: Letter from Matt Morse, Sr., Apr. 15, 2013
  Cunningham Letter: Letter from William Michael Cunningham, AM, MBA, Jan. 15, 2013
  CyberIssues.com Letter: Letter from T.W. Kennedy, BE, CEO of CyberIssues.com, Jun. 28, 2013
  Dex Offshore Letter 1: Letter from David E. Simpson, CFA, Founder, CEO of Dex Offshore Entertainment LLC, Apr. 14, 2012
  Dex Offshore Letter 2: Letter from David E. Simpson, Dex Offshore Entertainment LLC, Apr. 16, 2012
  Dex Offshore Letter 3: Letter from David Simpson, Dex Offshore Entertainment LLC, Jul. 23, 2012
  Dex Offshore Letter 4: Letter from David Simpson, Dex Offshore Entertainment LLC, Jul. 24, 2012
  Donovan Letter: Letter from Doug Donovan, Oct. 1, 2012
  Donovan P. Letter: Letter from Patrick Donovan, Sep. 27, 2013
  Durward Letter: Letter from James Durward, May 7, 2012
  EarlyShares Letter 1: Letter from Maurice Lopes, CEO, EarlyShares.com, Inc., Jul. 10, 2012
  EarlyShares Letter 2: Letter from Maurice Lopes, CEO, EarlyShares.com, Inc., Aug. 16, 2012
  EnVironmental Letter: Letter from Richard W. Marks, President, EnVironmental Transportation Solutions, LLC, Jun. 14, 2012
  Equistratus Letter: Letter from T.H. Ison, Equistratus, Mar. 22, 2013.
  Escrow.com Letter: Letter from Brandon Abbey, President and Managing Director, Escrow.com, Aug. 31, 2012
  ExpertBeacon Letter: Letter from Mark Law, CEO, ExpertBeacon.com, Seattle, Washington, Apr. 14, 2012
  Fairhurst Letter: Letter from Kraig Fairhurst, Apr. 11, 2012
  Feldman Letter: Letter from Aleksandr Feldman, Aug. 17, 2012
  Ferguson Letter: Letter from Zachary Ferguson, Jun. 13, 2013
  Franken Letter: Letter from Sen. Al Franken, U.S. Senator, Jan. 4, 2013
  Frankfurt Letter: Letter from Thomas Selz, et al., Frankfurt Kurnit Klein & Selz PC, Dec. 28, 2012
  Friedman Letter: Letter from Howard M. Friedman, Professor of Law Emeritus, University of Toledo, Apr. 27, 2012
  Front Page Letter: Letter from Robert Hoskins, Vice President, Media Relations, Front Page Public Relations, Mar. 2, 2013
  Frost Letter: Letter from Henry Frost, Sept. 17, 2012
  FundaGeek Letter: Letter from Cary Harwin, President, Co-Founder, FundaGeek.com, May 26, 2012
  Genedyne Letter 1: Letter from Thomas Braun, Genedyne Corporation, Aug. 16, 2012
  Genedyne Letter 2: Letter from Thomas Braun, Genedyne Corporation, Sept. 11, 2012
  Gomez Letter 1: Letter from Christian Gomez, Hayward, California, Nov. 12, 2012
  Gomez Letter 2: Letter from Chris Gomez, Hayward, California, Nov. 24, 2012
  Gornick Letter: Letter from Stephen Gornick, May 20, 2012
  Gregory Letter: Letter from Paul M. Gregory, Aug. 2, 2012
  Grow VC Letter: Letter from Jouko Ahvenainen and Valto Loikkanen, Co-founders, Grow VC, Jun. 15, 2012
  Hakanson Letter: Letter from Sten Erik Hakanson, Sep. 18, 2013
  Hansen Letter: Letter from Brian G. Hansen, Oct. 17, 2012
  Hemlof Letter: Letter from Loris Hemlof, Australia, Sept. 1, 2012
  Hensel Letter: Letter from Karl Hensel, May 15, 2012
  High Tide Letter: Letter from Albert Hartman, CEO, High Tide, Jun. 4, 2012
  Holofy Letter: Letter from Chris Nunes, Esq., CEO, Holofy, May 15, 2013
  Hutchens Letter: Letter from Matthew C. Hutchens, Sep. 29, 2013
  Immix Letter: Letter from Jerry Carleton, Robert Scott, Kane Lemley, and John French, Immix Law Group PC, Oct. 4, 2012
  InitialCrowdOffering Letter: Letter from Perry D. West, Esq., InitialCrowdOffering.com, May 4, 2012
  International Franchise Association Letter: Letter from Jay Perron, Vice President, Government Relations and Public Policy, International Franchise Association, Jan. 31, 2013
  Isenberg Letter: Letter from Daniel Isenberg, Ph.D., Apr. 15, 2012
  Jain Letter: Letter from Runjan A. Jain, Apr. 12, 2012
  Koller Letter: Letter from Jonathan Koller, May 2, 2012
  Le Jeune Letter: Letter from Yann Le Jeune, CEO, French Crowdfund Platform, Sept. 1, 2012
  Landon Letter 1: Letter from Christine Landon, Jul. 18, 2012
  Landon Letter 2: Letter from Christine Landon, Jul. 18, 2012
  Larkey Letter: Letter from Caren L. Larkey, Film Producer, May 23, 2012
  LeGaye Letter: Letter from Daniel E. LeGaye, The LeGaye Law Firm, P.C., Sept. 7, 2012
  Li Letter: Letter from H. Bruce Li, Ph.D. P.E., Apr. 27, 2012
  Leonhardt Letter 1: Letter from Howard J. Leonhardt, CEO, Leonhardt Ventures and CalXStars Business Accelerator, Co-Leader Startup, California, Sept. 29, 2012
  Leonhardt Letter 2: Letter from Howard J. Leonhardt, Founder, Leonhardt Ventures, Jul. 11, 2013
  Liles Letter 1: Letter from Mike Liles, Jr., Seattle, Apr. 17, 2012
  Liles Letter 2: Letter from Mike Liles, Jr., Apr. 18, 2012
  Lingam Letter 1: Letter from Kiran Lingam, Esq., Apr. 11, 2012
  Lingam Letter 2: Letter from Kiran Lingam, Apr. 24, 2012
  Lingam Letter 3: Letter from Kiran Lingam, May 1, 2012
  Litwak Letter: Letter from Mark Litwak, Apr. 17, 2012
  Lumeo.com Letter: Letter from Brian McDonough, CEO & Founder, Lumeo.com, Sept. 6, 2012
  Loofbourrow Letter: Letter from Joe Loofbourrow, Apr. 24, 2012
  MacDonald Letter: Letter from Larry A. MacDonald, May 1, 2012
  Markay Letter: Letter from Mark W. Kanter, Founder, Markay Company, Jun. 25, 2012
  Markel Letter: Letter from Thomas O. Markel, Jr., Apr. 26, 2012
  Matthew Letter: Letter from Matthew L., Aug. 19, 2012
  Maugain Letter: Letter from Etienne Maugain, Apr. 12, 2012
  Merkley Letter: Letter from Sen. Jeffrey A. Merkley, et al., U.S. Senate, Dec. 10, 2012
  Mollick Letter: Letter from Dr. Ethan Mollick, Assistant Professor of Management, The Wharton School, University of Pennsylvania, Dec. 17, 2012
  Moore Letter: Letter from Jason Moore, Manager, Apr. 23, 2012
  Moss Letter: Letter from Frank H. Moss, Jr., Adjunct Professor of Info Systems & Tech, Sept. 26, 2012
  Movie Stream Productions Letter: Letter from Dorian S. Cole, Movie Stream Productions, Jun. 1, 2012
  NanoIVD Letter: Letter from Sunnie P. Kim, Founder, CEO, NanoIVD, Inc., May 18, 2012
  NASAA Letter: Letter from Jack Herstein, President, North American Securities Administrators Association, Jul. 3, 2012
  NCA Letter: Letter from National Crowdfunding Association, May 11, 2012
  NSBA Letter: Letter from David R. Burton, General Counsel, National Small Business Association, Jun. 12, 2012
  Ohio Division of Securities Letter: Letter from Andrea L. Seidt, Commissioner, Ohio Division of Securities, Jan. 9, 2013
  Old Takoma Letter: Letter from Patricia Baker, Executive Director, Old Takoma Business Association, May 24, 2013
  P2PVenture.org Letter: Letter from Frederic Baud, President P2PVenture.org, France, Sept. 1, 2012
  Parker Letter: Letter from Joe Parker, CEO, Apr. 12, 2012
  Pearfunds Letter: Letter from Hector Vizcarrondo, Co-founder & CEO, Pearfunds, LLC, Jul. 30, 2012
  Pena Letter: Letter from Fred Pena, May 10, 2012
  Petazzoni Letter: Letter from Enrico Petazzoni, Feb. 15, 2013
  Philipose Letter 1: Letter from Roy Philipose, Jun. 28, 2012
  Philipose Letter 2: Letter from Roy Philipose, Jun. 30, 2012
  PMIRARQ Letter: Letter from Steven A. Cinelli, Founder & CEO, PMIRARQ, Jul. 26, 2012
  PPM Logix Letter: Letter from Mike Stapleton, PPM Logix, May 22, 2012
  Priore Letter: Letter from Robert Priore, May 2, 2012
  PREA Letter: Letter from Paul White, Professional Real Estate Advisors Inc., Jul. 22, 2013
  Projectheureka Letter: Letter from Anthony and Erika Endres, Projectheureka LLC, Sep. 10, 2013
  Ramos Letter: Letter from Robert Ramos, Aug. 14, 2013
  RDA Letter: Letter from Harry Shamir, Principal, RDA Co., Apr. 16, 2012
  RentalCompare Letter: Letter from Darryl Aken, RentalCompare, Apr. 24, 2013
  Replay Games Letter: Letter from Paul Trowe, Replay Games, Sept. 4, 2012
  Rey Media Letter: Letter from David Rey, Rey Media, Apr. 24, 2013
  RFPIA Letter 1: Letter from T.W. Kennedy, BE., CEO, Kennedy Associates, Apr. 20, 2012
  RFPIA Letter 2: Letter from T.W. Kennedy, B.E., Regulated Funding Portal Industry Association, Jul. 25, 2012
  RFPIA Letter 3: Letter from T.W. Kennedy, B.E., Regulated Funding Portal Industry Association, Aug. 18, 2012
  RFPIA Letter 4: Letter from T.W. Kennedy, B.E., Regulated Funding Portal Industry Association, Aug. 18, 2012
  RFPIA Letter 5: Letter from T.W. Kennedy, B.E., Regulated Funding Portal Industry Association, Jul. 9, 2013
  Risingtidefunding.com Letter: Letter from Neal C. McCane, CFA, Co-Founder, risingtidefunding.com, Sept. 26, 2012
  Richter Letter: Letter from Paul W. Richter, PW Richter PLC, Feb. 7. 2013
  Roberts Letter: Letter from Ward Roberts, May 25, 2012
  RocketHub Letter 1: Letter from Alon Hillel-Tuch, Co-Founder & CFO, RocketHub.com, May 1, 2012
  RocketHub Letter 2: Letter from Alon Hillel-Tuch, Founder & CFO, RocketHub.com, Nov. 14, 2012
  Rocketjet Letter: Letter from Daniel E. Nelson, Ph.D., JD, Chairman, Rocketjet Corporation, Apr. 13, 2012
  Romano Letter: Letter from Robert Romano, Apr. 12, 2012
  Schumer Letter: Letter from Jacob J. Schumer, Staff Editor, Vanderbilt Journal of Entertainment and Technology Law, Sept. 4, 2012
  Schwartz Letter: Letter from Andrew A. Schwartz, Associate Professor of Law, University of Colorado, Jun. 13, 2013
  Shefman Letter: Letter from Michael Shefman, Aug. 21, 2013
  Sidman Letter 1: Letter from Charles L. Sidman, MBA, Ph.D., Manager, Crowdfunding Investment Angels, Nov. 30, 2012
  Sidman Letter 2: Letter from Charles L. Sidman, MBA, Ph.D., Manager, Crowdfunding Investment Angels, Mar. 8, 2013
  Sjogren Letter: Letter from Karl M. Sjogren, Apr. 25, 2013
  Sklar Law Letter: Letter from Navid More, Associate Attorney, Sklar Law, P.C., Jun. 24, 2012
  Skweres Letter: Letter from Mary Ann Skweres, Independent Film Professional, Jun. 3, 2012
  Spinrad Letter 1: Letter from Paul Spinrad, Jul. 26, 2012
  Spinrad Letter 2: Letter from Paul Spinrad, Jan. 2, 2013
  STA Letter: Letter from Charles V. Rossi, President, The Securities Transfer Association, Inc., Sept. 17, 2012
  Stafford Letter: Letter from Darrell M. Stafford, Apr. 11, 2012
  Start.ac Letter: Letter from Rod Turner, CEO and Founder, Start.ac CrowdFunding business, Jun. 12, 2012
  Stephenson Letter: Letter from Andrew D. Stephenson, Esq., Washington, May 14, 2012
  Sutter Securities Letter: Letter from Robert A. Muh, Chief Executive Officer, Sutter Securities Incorporated, Oct. 25, 2012
  Sykes Letter: Letter from Chad Sykes, Apr. 15, 2012
  Tally Letter: Letter from John Tally, May 28, 2012
  TechnologyCrowdFund Letter 1: Letter from Robert B. Nami, CEO/President, TechnologyCrowdFund.com, May 1, 2012
  TechnologyCrowdFund Letter 2: Letter from Robert B. Nami, President/CEO, TechnologyCrowdFund.com, May 30, 2012
  TechnologyCrowdFund Letter 3: Letter from Robert B. Nami, President/CEO, TechnologyCrowdFund.com, Jun. 5, 2012
  TechnologyCrowdFund Letter 4: Letter from Robert B. Nami, President/CEO, TechnologyCrowdFund.com, Jun. 7, 2012
  TechnologyCrowdFund Letter 5: Letter from Robert B. Nami, CEO/President TechnologyCrowdFund, Jun. 28, 2012
  TechnologyCrowdFund Letter 6: Letter from Robert B. Nami, CEO/President TechnologyCrowdFund, Jan. 16, 2013
  The Growth Group Letter: Letter from Elliott Dahan, Managing Partner, The Growth Group, May 1, 2012
  The Motley Fool Letter: Letter from Ilan L. Moscovitz and John Maxfield, The Motley Fool, Jun. 27, 2012
  Tomkinson Letter: Letter from Paul Tomkinson, Sept. 21, 2012
  Totsie Productions Letter: Letter from Kevin J. Tostado, Producer, Totsie Productions, Jan. 20, 2013
  Tri Valley Law Letter: Letter from Marc A. Greendorfer, Tri Valley Law, Apr. 27, 2012
  Verdant Ventures Letter: Letter from Ross Randrup, Managing Member, Verdant Ventures LLC, Jun. 17, 2012
  Vermont Investors Letter: Letter from Sebastian Sweatman, Vermont Investors Forum, Apr. 25, 2012
  Vim Funding Letter: Letter from Shane M. Fleenor, Vim Funding, Inc., Creator of Funding Launchpan, Co-founder and CLO, Apr. 27, 2012
  Vogele Letter: Letter from John Vogele, Dec. 26, 2012
  VS Technology Letter: Letter from Michael Van Steenburg, CEO of VS Technology Inc., Aug. 31, 2012
  VTNGLOBAL Letter: Letter from Peter Ojo, CEO, VTNGLOBAL, May 31, 2012
  West Letter: Letter from Perry D. West, Esq., Apr. 13, 2012
  Whitacre Letter: Letter from William L. Whitacre, Esq., Apr. 18, 2012
  Whitaker Letter: Letter from John R. Fahy, Partner, Whitaker Chalk Swindle Schwartz PLLC, Nov. 8, 2012
  Windhom Letter: Letter from Stevario Windhom, Jun. 13, 2012
  Winfiniti Letter: Letter from Dan Grady, CEO, Winfiniti, Inc., Apr. 11, 2012
  Williams Letter: Letter from John P. Williams, Feb. 7, 2013
  Williams K. Letter: Letter from Keith Williams, Mar. 2, 2013
  Wright Letter 1: Letter from Martin Wright, Aug. 7, 2012
  Wright Letter 2: Letter from Martin Wright, Aug. 7, 2012
  Wright Place Letter: Letter from Dr. Letitia S. Wright, May 4, 2012
  [FR Doc. 2013-25355 Filed 11-4-13; 8:45 am]
  BILLING CODE 8011-01-P
European broadcasters shun Pandora's Promise; It contradicts their prior investments
  Link to Article
  Archived Version
  Source: Atomic Insights
  Tue, 05 Nov 2013 22:59
  At the end of September 2013, Robert Stone was interviewed about Pandora's Promise by Soci(C)t(C) Fran§aise d'Energie Nucl(C)aire (SFEN). During that interview, he described his inability to convince a single European broadcaster '-- outside the UK '-- to show his documentary. According to Stone, representatives of broadcasting companies throughout the EU have told him that his film contradicts many of the other documentaries and programs that they have paid to develop and show to their viewers.
  When companies or individuals have invested large sums of money to tell a tale, even if it is untrue, it is in their best interest to do whatever they can to silence someone telling a different story, even it is absolutely true.
  One of Stone's responses to the attempted blackout has been to arrange for a worldwide release on iTunes on December 3, 2013. In today's media world, it is essentially impossible to suppress anyone who correctly points out that the emperors have no clothes or that people who claim that the small doses of radiation that members of the public received from Chernobyl have resulted in a large number of negative health effects or excess fatalities are wrong.
  At the end of the interview, Stone offers a rather profane Americanism that we use frequently when told to adhere to a party line way of thinking. I won't repeat it here because I do not like effect of having the 'F' word show up in searches on this site, but suffice it to say that I have heard '-- and used '-- the phrase many times during my long career.
  I am, after all, a sailor.
  PS '' For anyone who resides in the United States, and not the European Union, Pandora's Promise is scheduled to air on CNN on November 7 at 9:00 pm EST and on November 8 at 12:00 am.
Global warming 'pause' may last for 20 more years and Arctic sea ice has already started to recover | Mail Online
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 22:57
  Study says warmer temperatures are largely due to natural 300-year cyclesActual increase in last 17 years lower than almost every predictionScientists likened continuing pause to a Mexican wave in a stadiumBy David Rose
  PUBLISHED: 19:32 EST, 2 November 2013 | UPDATED: 20:00 EST, 2 November 2013
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  The 17-year pause in global warming is likely to last into the 2030s and the Arctic sea ice has already started to recover, according to new research.
  A paper in the peer-reviewed journal Climate Dynamics '' by Professor Judith Curry of the Georgia Institute of Technology and Dr Marcia Wyatt '' amounts to a stunning challenge to climate science orthodoxy.
  Not only does it explain the unexpected pause, it suggests that the scientific majority '' whose views are represented by the UN Intergovernmental Panel on Climate Change (IPCC) '' have underestimated the role of natural cycles and exaggerated that of greenhouse gases.
  Pause: How the Earth's average temperature defied scientists' predictions by remaining almost the same
  The research comes amid mounting evidence that the computer models on which the IPCC based the gloomy forecasts of a rapidly warming planet in its latest report, published in September, are diverging widely from reality.
  The graph shown above, based on a version published by Dr Ed Hawkins of Reading University on his blog, Climate Lab Book, reveals that actual temperatures are now below the predictions made by almost all the 138 models on which the IPCC relies.
  The pause means there has been no statistically significant increase in world average surface temperatures since the beginning of 1997, despite the models' projection of a steeply rising trend.
  According to Dr Hawkins, the divergence is now so great that the world's climate is cooler than what the models collectively predicted with 'five to 95 per cent certainty'.
  Curry and Wyatt say they have identified a climatic 'stadium wave' '' the phenomenon known in Britain as a Mexican wave, in which the crowd at a stadium stand and sit so that a wave seems to circle the audience.
  Recovery: A new study suggests global warming is at a halt and Arctic seas are starting to recover
  In similar fashion, a number of cycles in the temperature of air and oceans, and the level of Arctic ice, take place across the Northern hemisphere over decades. Curry and Wyatt say there is evidence of this going back at least 300 years.
  According to Curry and Wyatt, the theory may explain both the warming pause and why the computer models did not forecast it.
  It also means that a large proportion of the warming that did occur in the years before the pause was due not to greenhouse gas emissions, but to the same cyclical wave.
  'The stadium wave signal predicts that the current pause in global warming could extend into the 2030s,' said Wyatt. This is in sharp contrast with the IPCC's report, which predicts warming of between 0.3 and 0.7C by 2035.
  Wyatt added: 'The stadium wave forecasts that sea ice will recover from its recent minimum.' The record low seen in 2012, followed by the large increase in 2013, is consistent with the theory, she said.
  Even IPCC report co-authors such as Dr Hawkins admit some of the models are 'too hot'.
  He said: 'The upper end of the latest climate model projections is inconsistent' with observed temperatures, though he added even the lower predictions could have 'negative impacts' if true.
  But if the pause lasted another ten years, and there were no large volcanic eruptions, 'then global surface temperatures would be outside the IPCC's indicative likely range'.
  Professor Curry went much further. 'The growing divergence between climate model simulations and observations raises the prospect that climate models are inadequate in fundamental ways,' she said.
  If the pause continued, this would suggest that the models were not 'fit for purpose'.
  Share or comment on this article
Exclusive: Justin Bieber invests in new social network - The Term Sheet: Fortune's deals blogTerm Sheet
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 22:55
  By Dan PrimackNovember 4, 2013: 10:28 AM ET
  FORTUNE -- A new teen-focused social network called Shots Of Me will launch later this week, from the team that previously developed popular social mobile games under the RockLive brand. And its new lead investor is perhaps the world's most famous teenager: Justin Bieber.
  Fortune has learned that Bieber recently led a $1.1 million seed round for the company, whose other investors include venture capitalist Shervin Pishevar, boxer Floyd Mayweather and angel investor Tom McInerney.
  "We got to know Justin after he began playing our games and tweeting about it," says RockLive CEO John Shahidi, who founded the company several years back with his brother Sam. "He's been very involved in our products, helping us test things and providing feedback'... When we told him that we were looking to create a social network for teens that really addresses what they aren't getting on other networks, and which tries to deal with things like cyber-bullying, his eyes just lit up."
  Shahidi declined to provide too many details about Shots Of Me, which will be released into the Apple store later this week. He did say, however, that it will not have a gaming focus. "We've really enjoyed making games, and have made a lot of money doing so, but this is something new."
  RELATED: Justin Bieber did not invest with Steve Nash
  It should be interesting to see how Bieber's influence will affect downloads and usage. He currently has 46.5 million Twitter followers, which is more than anyone else in the world (save for fellow singer Katy Perry, with whom he is effectively tied). RockLive has never used traditional marketing methods '' no PR firm or press releases, for example '' instead relying on digital word of mouth from users (in its past games, users were encouraged/enabled to share accomplishments without leaving the actual game).
  RockLive has now raised a total of $2.7 million in seed funding, and is beginning to pitch VC firms on its first institutional funding round.
  Sign up for Dan's daily email newsletter on deals and deal-makers: GetTermSheet.com
Google, Yahoo et al have the power to fight back against the NSA | Dan Gillmor | Comment is free | theguardian.com
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 22:53
  Reports indicate that the NSA has been secretly intercepting data from internet giants like Google. Photograph: Jeff J Mitchell/Getty Images
  It is dawning, at long last, on the major American technology companies that they are under attack '' from their own government, not just from foreign powers and criminals. They'd already been co-opted by spies and law enforcement, forced to obey secret orders targeting their customers and users. Or, in some cases, they'd willingly collaborated with the government's mass surveillance schemes.
  Now they are realizing that their own government considers them outright adversaries. They understand, especially in the wake of the Washington Post's report about western spy services hacking into the intra-corporate networks of internet giants Google and Yahoo, that no amount of cooperation will ever satisfy the people who wage a relentless campaign to spy on anything and everything that moves. (The NSA, of course, has issued a denial of sorts, but it's more of a non-denial denial of the Washington Post report).
  For the users of cloud services and computing/communications technologies, the evidence mounts that we have to be skeptical (I would go as far as to say highly skeptical) of what the tech companies are telling us. We can appreciate their avowed good intentions, but they have created an architecture that obliges us to believe they may be selling us out at just about every opportunity, even if they are not.
  For the companies themselves, a fairly stark choice is emerging: protect us, or risk losing us. If they chose the former, they will need to change the way they do business. Or they can lead a political movement to radically change societal norms and laws in ways that restrict collection of data and punish its misuse. Ideally, they should do both.
  Changing the way they do business will be wrenching for some of them. The internet companies '' cloud providers in particular '' rely on a business model that obliges them to do to users what governments want to do to everyone: watch and store everything we do and say.
  In a practical sense, here's what that means for Google. The company utterly relies on its ability to store vast amounts of data about how we all use the internet, including email, in plain text on its own servers. More than any large company in history, Google is about data-mining: extracting meaning and value from what we collectively do when we use its immense networks.
  Google does offer more security than some other cloud-based services. Gmail is encrypted by default, so what you do when you're logged in is (probably) protected between your computer and Google's servers. The company is moving to encrypt everything moving from one server to another '' to prevent the NSA, GCHQ and others from continuing to hack that data. But once the information arrives on Google's servers, it is decrypted so that Google can mine it for value.
  To truly protect their users, Google and other tech companies would have to create a system that keep the information secret even from themselves. There would be a downside for the users, at least at first: We might lose some of the value that is created by the company's ability to learn from what we all do. Perhaps the tech industry could deploy a serious number of its high-paid engineers and designers to work on solutions that meet all of our needs.
  If Google et al decided to make our security paramount, in an ecosystem where we users were no longer the product being sold, they'd have to ask us to pay for the services they provide. I would do so, gladly, if I could get an assurance of security. The reality, however, is that I can't imagine Google doing this, because the data collection and manipulation is so deep in the company's DNA.
  I fear, in any case, that we've become so accustomed, even addicted, to the easy-to-use convenience of Google and its peers that not enough of us will opt for genuine safety. I hope the marketplace will come up with more products and services that are easy to use, robust in function and designed for security from the ground up; maybe the just-announced DarkMail will be part of the solution. I hope some nation (Iceland?) decides to offer genuine protections to companies that want to genuinely protect their customers.
  This is not just a technical issue. It's about the DNA of our societies, too. And that's why I hope Google, the tech company I still trust the most, will launch one of its famous "moon shots" '' mega-risky projects aimed at mega-change '' in the cultural and political realms.
  President Obama has said he wants a serious national conversation about surveillance and data, but his administration has done everything in its power to prevent that from happening. Some moves in Congress to tweak the current system are welcome but insufficient.
  Google should take the lead in organizing a who's who of the technology industry to put some of its vast wealth to work in Washington and other national capitals, media, academic institutions and everywhere else that makes sense '' to push for fundamental changes in the way we collect and use data, in order to protect us from ourselves and each other in a world where surveillance potential is increasingly embedded into everything we touch.
  The tech companies could start by loudly and publicly '' and financially '' supporting Lavabit, a company that shut down rather than agree to obey a government order to screw its customers, in its legal appeals.
  The tech industry seems to think it can win back our trust by quietly objecting to what it decides to call "overreach" and by lobbying behind the scenes. No, it can't, because there's no reason why we should believe a word of it, even if we want (as I do) to believe it.
  We need talk, yes, that deep and essential conversation about our future. We we also need action. When the tech billionaires and the companies they control create the anti-surveillance, pro-security equivalent of the National Rifle Association '' supporting pro-liberty candidates and targeting anti-liberty politicians for defeat '' I'll start to believe they're serious about this.
  Your move, Larry Page. Please, please make the right one.
Absolutions II | a.nolen
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 22:53
  This morning I saw that The Guardian has jumped on Jacob Appelbaum's bandwagon with an editorial by Dan Gillmor titled:
  Google, Yahoo et al have the power (and money) to fight back against the NSAThe tech billionaires should create the anti-surveillance, pro-security equivalent of the National Rifle Association
  This hit The Guardian's (online) front page just a few days after Appelbaum's weird tweet predicting Google'' the tech company Gillmor trusts the most'' turning all ''white knight'' and saving us from an Orwellian State.
  It is dawning, at long last, on the major American technology companies that they are under attack '' from their own government, not just from foreign powers and criminals. They'd already been co-opted by spies and law enforcement, forced to obey secret orders targeting their customers and users. Or, in some cases, they'd willingly collaborated with the government's mass surveillance schemes.
  Now they are realizing that their own government considers them outright adversaries. They understand, especially in the wake of the Washington Post's report about western spy services hacking into the intra-corporate networks of internet giants Google and Yahoo, that no amount of cooperation will ever satisfy the people who wage a relentless campaign to spy on anything and everything that moves. (The NSA, of course, has issued a denial of sorts, but it's more of a non-denial denial of the Washington Post report).
  So, gee, Larry Page and Sergey Brin are just 'one of us'? DiFi wouldn't class them in the 'Merkel' category?
  Why, Mr. Gillmor, should these tech firms grow a pair now? You admit yourself that no practical alternative exists for these mega-corps' products. (That whole monopoly thing'...)
  I think, Dan, that you're paid to spin Google's terrible violation of their customers' trust in Google's favor. I think you're on board with operatives like Appelbaum who are trying to help US intelligence clean up the Snowden mess. I look forward to calling out more of your accomplices in the coming weeks, as the ''tech firms must be saved'' talking point makes the rounds of mainstream media. Funny how early The Guardian got on board'...
Dollars for Docs - ProPublica
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  Archived Version
  Tue, 05 Nov 2013 22:46
  From http://projects.propublica.org/docdollars. (C) Copyright 2013 Pro Publica Inc.
  Payment Category
  Payment period
  With 2 Million records, this database represents:$2.1 billionin disclosed payments
  15companies
  ~ 47%of total market share
  Payments in Your StateClick on a state to see payments made to practitioners and institutions there. See notes below.
  Alabama$26,650,785Alaska$497,019Arizona$31,322,594Arkansas$13,093,875California$245,426,008Colorado$31,726,642Connecticut$28,799,062Delaware$3,806,129District of Columbia$8,182,279Florida$172,940,919Georgia$54,733,386Hawaii$3,252,737Idaho$7,522,721Illinois$69,778,363Indiana$36,318,156Iowa$10,547,297Kansas$25,066,858Kentucky$26,341,044Louisiana$23,284,061Maine$3,763,637Maryland$46,752,272Massachusetts$98,217,577Michigan$49,094,722Minnesota$26,689,687Mississippi$9,346,971Missouri$50,048,268Montana$2,672,796Nebraska$15,869,287Nevada$12,858,667New Hampshire$5,995,299New Jersey$57,268,034New Mexico$7,189,701New York$144,101,323North Carolina$73,390,960North Dakota$5,098,812Ohio$83,344,844Oklahoma$20,539,751Oregon$21,551,614Pennsylvania$99,168,664Rhode Island$12,539,542South Carolina$38,831,666South Dakota$3,100,279Tennessee$48,252,057Texas$163,304,438Utah$26,170,810Vermont$1,845,993Virginia$33,482,489Washington$36,097,167West Virginia$6,493,809Wisconsin$23,546,140Wyoming$470,491Puerto Rico$12,438,331[Unknown State]$611,157Company DisclosuresThe totals listed here cover different time periods and spending categeories, and aren't directly comparable. See notes below. See what each company discloses >>
  CompanyTotal DisclosedAbbVieDisclosed: July to Sept. 2012$6.9MAllerganDisclosed: July 2011 to Sept. 2012Ranges*AstraZenecaDisclosed: Jan. 2010 to Sept. 2012$236.1MCephalonDisclosed: Jan. 2009 to Dec. 2012$89.7MEli LillyDisclosed: Jan. 2009 to June 2012$490.6MEMD SeronoDisclosed: Jan. 2011 to Sept. 2012$4MForestDisclosed: Jan. to Dec. 2012$95.6MGlaxoSmithKlineDisclosed: April 2009 to Sept. 2012$238.6MJohnson & JohnsonDisclosed: Jan. 2010 to Sept. 2012$54.6MMerckDisclosed: July 2009 to Sept. 2012$224.3MNovartisDisclosed: Oct. 2010 to Sept. 2012$54.2MPfizerDisclosed: July 2009 to Sept. 2012$538.2MUCBDisclosed: Jan. to Sept., 2012$7.2MValeantDisclosed: Jan. 10, 2010 to Sept. 2012Ranges*ViiVDisclosed: Jan. 2010 to Sept. 2012$18.4MNotes: Disclosures made or altered since Jan. 2013 are not listed or reflected on this website. Because they are reported in ranges, some of Valeant's payments and all of Allergan's payments are excluded from state and national totals. Also, Valeant did not disclose any payments between Sept. 27, 2010 and Jan. 1, 2011.
  Local Stories Based on This DataSee recent stories that use our data below. Interested in being notified when we update our app? Find out how.
  See more stories +
  Our StoriesWe've identified 22 doctors who've earned at least $500,000 since 2009.
  New data show drugmakers' payments to hundreds of thousands of doctors, and some have made well over $500,000.
  Background StoriesReporters, Use Our DataHave questions about how you can best use Dollars for Docs for your own localized reporting? Contact Nicole Collins Bronzan at communications@propublica.org.
  Additional reporting and development by Jennifer LaFleur, Joe Kokenge, Liz Day, David Frackman, Jeff Larson and Jason Das. Pharmacy icon from The Noun Project.
Climate Change Reconsidered
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 22:41
  Read Climate Change Reconsidered II: Physical Science for free online by using the links below. These were updated onOctober 17, 2013; the updates consisted of completing the source citations for figures, copyediting, and formatting. No substantive changes were made to the content, but these updates did change pagination, so when citing the book please use the correct version for proper page references.
  Forward and PrefaceExecutive SummaryChapter 1. Global Climate ModelsChapter 2. Forcings and FeedbacksChapter 3. Solar Forcing of ClimateChapter 4. Observations: TemperatureChapter 5. Observations: The CryosphereChapter 6. Observations: The HydrosphereChapter 7. Observations: Extreme WeatherAppendix 1:Acronyms Appendix 2:Authors Directory
  The Summary for Policymakers was written in collaboration with the lead authors and approved by them. Because it is aimed at a larger popular audience than the book, it adds a discussion of the scientific method and the precautionary principle, a brief summary and critical analysis of each of the IPCC's main lines of argument, and a brief set of recommendations for policymakers. We also recommend you review the separate Executive Summary.
  CCR II: Physical Science is an independent, comprehensive, and authoritative report on the current state of climate science. It is the fourth in a series of scholarly reports produced by the Nongovernmental International Panel on Climate Change (NIPCC), an international network of climate scientists sponsored by three nonprofit organizations: Center for the Study of Carbon Dioxide and Global Change, Science and Environmental Policy Project (SEPP), and The Heartland Institute.
  Previous volumes in the Climate Change Reconsidered series were published in 2008, 2009, and 2011. Those volumes along with separate executive summaries for the second and third reports are available for free online on this site.
  Whereas the reports of the United Nations' Intergovernmental Panel on Climate Change (IPCC) warn of a dangerous human effect on climate, NIPCC concludes the human effect is likely to be small relative to natural variability, and whatever small warming is likely to occur will produce benefits as well as costs.
  CCR-II consists of three parts: a Summary for Policy Makers (SPM), part one titled Physical Science, and part two titled Impacts, Adaptation, and Vulnerabilities. The SPM and Part One were released on September 17-18, 2013 in Chicago, Illinois USA. Additional release events took place the following weeks in Washington, DC, New York, Florida, St. Louis, England, Germany, Holland, and California. See the calendar feature in the right sidebar of this site for more event information.
  Read More
  In 2011, the Nongovernmental Panel on Climate Change (NIPCC) published Climate Change Reconsidered: 2011 Interim Report, a 400-page report containing summaries and analysis of scientific research published since the original 2009 edition of Climate Change Reconsidered. While not as comprehensive as the 2009 report, the Interim Report contains reviews of nearly 1,000 new research studies covering subjects including computer models, forcings and feedbacks, paeloclimate and recent temperatures, and more.
  According to the report, ''natural causes are very likely to be [the] dominant'' cause of climate change that took place in the twentieth and at the start of the twenty-first centuries. ''We are not saying anthropogenic greenhouse gases (GHG) cannot produce some warming or have not in the past. Our conclusion is that the evidence shows they are not playing a substantial role.''
  Clickhere to view the Executive SummaryClick here for free PDFs of the entire book or individual chapters.Click herefor Reviews of this book
  This 880-page rebuttal of the Fourth Assessment Report of the Intergovernmental Panel on Climate Change (IPCC), three years in the making, was released in June 2009 by The Heartland Institute. Coauthored and edited by S. Fred Singer, Ph.D., and Craig Idso, Ph.D. and produced with contributions and reviews by an international coalition of scientists, it provides an independent examination of the evidence available on the causes and consequences of climate change in the published, peer-reviewed literature examined without bias and selectivity. It includes many research papers ignored by the IPCC plus additional scientific results that became available after the IPCC deadline of May 2006.
  Clickhereto view the Executive SummaryClick here for free PDFs of the entire book or individual chapters.Click herefor Academic References to this bookClick herefor Reviews of this book
  In 2008, the Nongovernmental International Panel on Climate Change (NIPCC) released its first publication titled Nature, Not Human Activity, Controls the Climate. Written by 24 scientist from around the world and edited by distinguished climate scientists S. Fred Singer, the 50-page report offered an independent examination of the causes and consequences of climate change based on a review of in the published, peer-reviewed literature '' examined without bias and selectivity. It included many research papers ignored by the Intergovernmental Panel on Climate Change (IPCC), plus additional scientific results that became available after the IPCC deadline of May 2006.
  The foundation for NIPCC was laid five years earlier when a small group of scientists from the United States and Europe met in Milan during one of the frequent UN climate conferences. But it got going only after a workshop held in Vienna in April 2007, with many more scientists, including some from the Southern Hemisphere. The NIPCC project was conceived and directed by Dr. S. Fred Singer, professor emeritus of environmental sciences at the University of Virginia.
  NIPCC serves as the ''Red Team'' to the IPCC's ''Green Team.'' Whereas the IPCC is pre-programmed by its mission and organization to produce reports to support the hypotheses of anthropogenic warming and the control of greenhouse gases, NIPCC has no institutional bias at all. It is what it's name suggests: an international group of independent scientists seeking the truth about climate.
  Click here for a free PDF of the entire report
What are Lybrido and Lybridos? | ISSM
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  Archived Version
  Tue, 05 Nov 2013 22:38
  Lybrido and Lybridos are two drugs intended to treat hypoactive sexual desire disorder (HSDD) in premenopausal women. Both are being studied in clinical trials and have not yet been approved by any regulatory agency.
  Lybrido contains testosterone and sildenafil, which is the same active ingredient in the erectile dysfunction drug Viagra. It helps activate desire in the brain while improving blood flow to the genitals, helping a woman's body respond to sexual cues.
  Lybridos contains testosterone and buspirone, a type of anxiety medication. It also helps increase a woman's desire, but does so by easing some of the inhibitory responses in the brain.
  If the clinical trials are successful and the drugs are approved, they may be available in some markets by 2016.
Lybrido | emotionalbrain.nl
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 22:37
  Lybrido was the first product we developed for the treatment of HSDD. It proved effective for women with low sex drive and motivation as a result of insensitivity to sexual cues.
  Lybrido increases central sexual motivation and physiological sexual response, such as swelling of vaginal erectile tissue and lubrication.
  However, in our studies we found that Lybrido was not effective in the subgroup of women who suffer from HSDD as a result of inhibitory mechanisms. We depart from the assumption that these women can be aroused, but negative associations with sex '' as a result of past experiences, for instance '' trigger an inhibitory reflex in the brain.
  For the effective treatment of this second group, we subsequently developed Lybridos.
Lustopwekkende pil op weg naar laatste testfase - De Standaard
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  Archived Version
  Tue, 05 Nov 2013 22:37
  Een lustopwekkende pil voor vrouwen, bedacht door de Nederlander Adriaan Tuiten, wordt deze week door de Amerikaanse medicijnautoriteit FDA onder de loep genomen. Dat meldt De Volkskrant.
  Tuiten doorliep met zijn pil al verschillende stadia van de erkenningsprocedure van de FDA, de Amerikaanse Food and Drug Administration die over de effectieve toepassing van medicijnen beslist.
  Eigenlijk gaat het om twee pillen: Lybrido en Lybridos, die voor twee groepen vrouwen bedoeld zijn: Lybrido voor wie al lang, soms levenslang, geen seksueel verlangen (meer) ervaart; Lybridos voor wie in haar seksuele beleving geremd is, bijvoorbeeld door een traumatische ervaring.
  Laatste fase
  Tuiten en zijn collega's van het Almeerse onderzoeksinstituut Emotional Brain hopen dat de FDA groen licht geeft voor een proef met 1.200 vrouwen. Dit experiment, klinische fase 3, is normaal gesproken de laatste fase voordat een nieuw middel in de verkoop kan. Tuiten hoopt dat de pil in 2016 op de markt komt.
  Volgens de onderzoeker worstelt (C)(C)n op de vijf vrouwen met weinig lustgevoelens. Als slechts een klein deel van hen de pil probeert, is de potentile markt volgens hem enorm. 'Minstens zo groot als die van Viagra. We schatten 6 miljard euro omzet binnen tien jaar.'
  De pil krijgt ook kritiek. Zo wordt er gesproken van een onnodige medicalisering van seks.
  Geen wondermiddel
  Isabelle Demets, consulente bij het Centrum voor Seksuele Voorlichting Gent, ziet er geen graten in. Wel waarschuwt ze ervoor dat een pil geen wondermiddel is. 'Een pil alleen is niet voldoende', zei ze vanmorgen in 'Hautekiet' op Radio 1.
  'Het is belangrijk te kijken naar de oorzaak van het gebrek aan zin in seks. Prestatiedruk en goede communicatie tussen de partners spelen zeker een rol bij veel vrouwen. Maar als er dan een pilletje bijkomt, zie ik daar geen probleem in', zegt Demets.
  'Al moet men in het achterhoofd houden dat een pil alleen niet voldoende is. Het maakt deel uit van een groter geheel.'
Monsanto prepares to build legal medical marijuana empire with GMO seeds and frakenweed
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  Archived Version
  Tue, 05 Nov 2013 22:35
  As legally allowed medical marijuana becomes more widespread, it is no surprise that many are realizing there is legal money to be made off of this traditionally illegal cash crop. Even Illinois has adapted medical marijuana laws, and soon it will be legal to buy weed in Chicago as long as you have a prescription. With so many dollar signs hanging in the air, ready to be snatched, it is no surprise to see agriculture giant Monsanto may be getting poised to jump into selling genetically modified marijuana as well.
  Is Monsanto Evil?
  A bee on a sunflower
  Monsanto has been getting a lot of bad press recently due to the way it has dominated the food agriculture business and for being suspected of playing a role in the mass death of honeybees. Monsanto is a publicly traded Missouri-based company, and is the leading provider of genetically altered seeds for US agriculture. Monsanto was also recently named the world's ''Most Evil Corporation'' by the NaturalNews website. Monsanto garnered 51% of the votes with second runner up, British Petrolium, or BP getting only 9% of votes.
  The Monsanto GMO seeds are genetically modified to produce plants that are resistant to chemical herbicides, and the most commonly known one is Round-Up. The herbicides kill all other plants, but the genetically altered plants are able to resist the herbicide and are able to planted closer together than traditional crops allowing farmers to gain greater yields from the same amount of farmland. These seeds are known as being ''Round-Up Ready,'' and farmers are required to purchase new seed each season for their crops. The company has pursued litigation against small farmers in the past for growing plants from seeds that were not properly purchased. In one case, a farmer received an eight year prison sentence for conspiracy to commit fraud against Monsanto because he saved seed from one growing season and used it the next without purchasing new seed from the company.
  The genetically altered seeds are also suspected in playing a large role in the 2012 epidemic that swept through commercial bee colonies. During this epidemic, nearly 50% of the nation's bee population was wiped out, with farmers in California being hit the hardest. It is suspected that the neonicotinoids that are bred into the seeds are causing the bees to die after coming in contact with plants that sprouted from the genetically altered seeds.
  Monsanto and the Medical Marijuana War
  As the largest producer of GMO plants, moving into medical marijuana may seem a logical next step for the agriculture giant. US labs already use strains of genetically modified cannabis for testing and research, and the growing demand for legally obtained medical marijuana is sure to spike in the near future. It looks like Monsanto is already ahead of the game due to their research into RNA interference.
  The company is investing millions of dollars into this new technology dubbed ''RNAi.'' With RNAi, it is possible to manipulate everything from the color of the plant to making the plant indigestible to insects. With medical marijuana, RNAi could be used to create larger, more potent plants effectively cornering the market and exceeding the legal demand for the plant. In Canada, this scenario is one step closer to becoming reality due to new laws that will allow large-scale growers to distribute their plants via mail order. The genetically manipulated marijuana may reach consumers sooner than thought possible due to these changes.
  While the company maintains that its products are safe for human consumption, it has been widely debated that this isn't truly the case. While moving into medical marijuana may be a winning move for Monsanto stockholders, it may also be a strong case of ''buyer beware'' for the end consumers of the product.
The Madness of Law Enforcement's Escalating Brutality - Reason.com
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  Archived Version
  Tue, 05 Nov 2013 22:24
  U.S. GovernmentLaw enforcement excesses grab an ever-growing share of headlines. Doors kicked in, people killed, dogs shot, phone lines tapped, curfews imposed'--they're all examples of official overreaching at that unpleasant intersection of private activity and state disapproval. For some people, the implication of such abuses is that more scrutiny and the right people in charge will make law enforcement an enterprise which people need not fear.
  RELATED ARTICLESMORE ARTICLES BY J.D. TuccilleBut what if that's not the case? It may be that lawmakers have assigned law-enforcers goals so frustratingly elusive that even angels couldn't resist the temptation to escalate tactics to insane extremes, trampling liberty and decency along the way.
  Deranged escalation resulted in the misguided marijuana raid on the home of Berwyn Heights, Maryland, Mayor Cheye Calvo, during which his dogs were killed. When even a government official like Calvo can't protect his pets from police overstepping, you know we've gone over a cliff.
  A similar venture into law enforcement madness resulted in the death of one police officer, and injuries to five others, when Ogden, Utah, resident, Matthew David Stewart, defended himself against the home invasion. Stewart later hanged himself in jail when it became clear that the legal system wasn't about to admit police errors or recognize his right to self-defense.
  But that leap into the void was probably inevitable given the government's obsession with achieving the impossible: eliminating marijuana consumption. Almost eighty years after Reefer Madness, decades into the War on Drugs, a 2008 survey by the World Health Organization still says that 42.4 percent of Americans have smoked grass.
  After several consecutive lifetimes of failure, entering the homes of average citizens and even of low-level government officials with guns blazing because somebody tried to grow marijuana or just deliver a package of forbidden weed to an unsuspecting addressee may suddenly take on a false patina of sanity to prohibitionists driven mad.
  In fact, there have been a lot of laws that are essentially unenforceable because a large segment of the population is unwilling to obey them. They involve activities in which there's no victim'--nobody to file a complaint or cooperate with police.
  The hidden secret of law enforcement is that it's largely dependent on public cooperation. When laws have less than near-universal support'--when they're a majority preference jammed down the throats of the minority'--they beg for defiance. Cops then are "forced" to become arm-twisters, trying to intimidate the minority into submission through increasingly brutal tactics, or else they just give up.
  Prohibition is infamous on this count. Thirteen years of illegal liquor brought us mass disobedience, corruption, and organized crime. A paper prepared in 1972 for the National Commission on Marihuana and Drug Abuse concluded, "[t]he law could not quell the continuing demand for alcoholic products. Thus, where legal enterprises could no longer supply the demand, an illicit traffic developed, from the point of manufacture to consumption."
  You'd think that history lesson would stick'--but it hasn't. Lawmakers still send the police to force people to stop doing things they want to do, even when there's nobody to complain and little interest in compliance.
  So we see police breaking up friendly card games with headline-grabbing raids, like the Largo, Florida, incident in December 2012 that involved cops in riot gear bursting in on a poker tournament that involved no actual gambling. Of course, the games continue, only now a bit further underground.
  People turn to the Internet for their gambling fix. What's the government going to do about that?
  Try something else crazy, it turns out'--like arresting executives of companies based in countries where online gambling is perfectly legal who merely change planes in the United States. That's like Saudi Arabia busting a Fleshbot employee because naughty pictures published on American Web sites are frowned on in Islamic countries.
  That enthusiasm for enforcing the unenforceable at all costs should have all of us'--even gun control advocates'--thanking the Supreme Court for (apparently) taking outright gun bans off the table with the Heller decision.
  Why?
  J.D. Tuccille is managing editor of Reason 24/7.
State Innovation Models Initiative: Model Design Awards | Center for Medicare & Medicaid Innovation
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  Archived Version
  Tue, 05 Nov 2013 22:21
  The 16 States that will receive Model Design funding will produce a State Health Care Innovation Plan. States will use these Health Care Innovation Plans to apply for an anticipated second round of Model Testing awards. States receiving Model Design awards under the State Innovation Models initiative will also have six months to submit their State Health Care Innovation Plans to CMS.
  Note:Descriptions and project data are estimates provided by the state and are based on budget submissions required by the State Innovation Models initiative application process.
  CaliforniaFunding Amount: Over the next 6 months, the State of California will receive up to $2,667,693 to develop their State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: California intends to utilize existing state and national initiatives including capitated payment models, accountable care organizations, bundled episode payments, the Coordinated Care Initiative for dual-eligible Medi-Cal and Medicare beneficiaries, and the state's Section 1115 Medi-Cal Bridge to Health Care Reform Waiver to inform their model design. California's design process will involve a broad range of advocacy groups that will address its diverse and geographically spread population in order to develop a model that reflects California's complex health care and financing environment.
  ConnecticutFunding Amount: Over the next 6 months, the State of Connecticut will receive up to $2,852,335 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Connecticut will collaborate with public and private stakeholders to design a transformed health care delivery system that incorporates promotion of integrated care models; use of the Health Insurance Exchange to inform and connect consumers to coverage; expanded supply of primary care physicians and other professionals; and increased engagement among regulators, providers and consumers. The resulting payment and delivery system model will advance greater alignment across multiple payers on contracting and payment strategies that promote value over volume, greater consistency in quality and other performance metrics, and expanded primary care.
  DelawareFunding Amount: Over the next 6 months, the State of Delaware will receive up to $2,485,118 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Delaware proposes to build upon a strong local foundation for innovation in order to develop a system-level transformative healthcare plan that can serve as a scalable model for the nation. Through the collaborative planning process, Delaware will design a model to accelerate the adoption of payment and service delivery models across public and private payers; enhance health data collection and analytic capacity to support care coordination and outcomes-based payment models; and integrate workforce planning, behavioral health and public health initiatives.
  HawaiiFunding Amount: Over the next 6 months, the State of Hawaii will receive up to $937,691 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Hawaii proposes to develop a state innovation model informed by accountable care arrangements, patient-centered medical homes and bundled payment methodologies. Specific planning initiatives will include examining standardized definitions and payment approaches for patient-centered medical homes and care management services; analyzing opportunities for reducing waste and eliminating unnecessary variation in administrative procedures among plans; identifying and addressing differences among plans in how licensed providers are reimbursed; and methods for reimbursing telehealth services. The resulting integrated health care model will incentivize standardized efficiency, accessibility, and quality outcomes.
  IdahoFunding Amount: Over the next 6 months, the State of Idaho will receive up to $3,000,000 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Idaho seeks to mature the capabilities of current health care improvement initiatives of Medicaid and other organizations such as Blue Cross, Regence BlueShield, PacificSource, Idaho Primary Care Association, Idaho Chapters of the American Academy of Pediatrics and American Academy of Family Physicians, Idaho Hospital Association, Idaho Medical Association, Governor's Office, Idaho Legislature, Idaho Department of Insurance, the Idaho Health Data Exchange and the North Idaho Health Network. The design project activities will address the needed resources to enhance communication and coordination of care across the health care continuum; opportunities for improved patient care management through patient-centered medical homes; and mechanisms to link the local health care system through partnerships with hospitals, primary care providers, and county health and social service agencies. The multi-stakeholder development process will result in a plan that will serve as the blueprint for integrating Idaho's patient-centered medical homes and move the state towards an accountable, integrated and sustainable health care delivery and payment system.
  IllinoisFunding Amount: Over the next 6 months, the State of Illinois will receive up to $2,088,530 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Illinois aims to develop a plan that will build upon the delivery and payment system reforms already underway in the state, including changes implemented under Illinois' Care Coordination Innovations Project, and the CMS Coordinated Care for Medicare-Medicaid Enrollees Demonstration, as well as innovations being spearheaded by private insurers. The planning activities will include the development and integration of three models: a Provider-Driven Model; a Plan-Provider Partnership Model; and a Plan-Provider-Payer Model. These models will feature robust coordination among health plans, providers, and payers with the goal of enhancing care management and ultimately expanding the payer base.
  IowaFunding Amount: Over the next 6 months, the State of Iowa will receive up to $1,350,711 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Iowa seeks to develop a transformative health care plan by addressing mechanisms to implement integrated care delivery models, developing strategies for payment alignment among Iowa's key health care payers, and establishing incentives to move towards value-based purchasing and unified quality outcomes. Specific activities will include expansion of the multi-payer ACO methodology to address integration of long term care and behavioral health services; designing strategies that encourage personal health and well-being; and assuring an adequate workforce. The goal of Iowa's model will be to hold total health care cost growth to less than two percent, and reduce total cost of care for those participating in integrated models.
  MarylandFunding Amount: Over the next 6 months, the State of Maryland will receive up to $2,371,299 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Maryland seeks to create a model that both integrates patient-centered medical care with community-based resources through a statewide expansion of Community-Integrated Medical Homes (CIMH), and enhances the capacity of local health entities to monitor and improve population health through the use of new data tools and geographic information system (GIS) mapping capabilities. During the Model Design period, the state will engage both public and private payers to establish the governance structure for the CIMHs and set programmatic standards. Simultaneously, the state will facilitate the participation of local health improvement coalitions to refine the tools and resources necessary to rapidly implement the new model.
  MichiganFunding Amount: Over the next 6 months, the State of Michigan will receive up to $1,653,705 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Michigan's proposed design process will focus on transforming service delivery and payment models in four foundational areas: Patient/family-centered health homes; coordination and accountability of the Medical Neighborhood; a care-bridge to behavioral health and long-term care; and integration between and among healthcare and community resources, including the Pathways Community Hub model. The state will facilitate alignment of program elements and outcome metrics across payers, prioritize investments in health information exchange and data analytic capacity, incorporate commitment to population health in line with the National Quality Strategy, and identify policy and other levers to support future implementation. Michigan aims to develop the infrastructure to prepare the state for rapid testing, roll-out, and monitoring of the plan following the design period.
  New HampshireFunding Amount: Over the next 6 months, the state of New Hampshire will receive up to $1,605,378 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: New Hampshire's plan will lay out a framework for aligning consumer access across delivery system ''silos,'' payer support for outcomes-based long term care services, and global accountability for cost-effectiveness and outcomes. A central tenet of the transformation activities will target opportunities for improved coordination across systems for individuals who are either in need of or at-risk for needing long-term support services; this population will be targeted due to the complex health needs and the cross-cutting nature of the services and payments needed to coordinate their care. Through this process, New Hampshire will leverage ongoing activities in the development of the new system and align the ongoing state and national quality initiatives with the new system.
  OhioFunding Amount: Over the next 6 months, the State of Ohio will receive up to $3,000,000 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Ohio will develop a plan to improve overall health system performance through statewide implementation of innovative payment and delivery models. Ohio proposes a planning process that engages public and private stakeholders to formalize a comprehensive plan to build upon ongoing transformation activities, with potential refinements based on learning to date and stakeholder feedback. The goal of the project will be to create a roadmap for expanding the capacity and availability of qualified medical homes to most Ohioans, and to define and administer episode-based payments for acute medical events across Medicaid/CHIP, Medicare, and commercially insured patients.
  PennsylvaniaFunding Amount: Over the next 6 months, the Commonwealth of Pennsylvania will receive up to $1,560,135 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: The Pennsylvania plan builds upon current private and public sector payer and provider initiatives to advance new care delivery models and payment methodologies. The plan places strong emphasis on the need for innovative models on transitions of care, telemedicine and care management. Through the promotion of accountable provider entities responsible for population based care, the state aims to develop a model that deploys community-based care teams to provide more appropriate services to ''super-utilizers'' and enhance access to public health preventive services by better integrating the services into the provider community. The model will also motivate alignment of patient, provider, and payer interest through gain-sharing models. Infrastructure to support the model design will incorporate expanded health information technology to facilitate health record data sharing, advanced telemedicine services particularly in rural areas, and objective measurement of healthcare workforce data to make improvements to existing training.
  Rhode IslandFunding Amount: Over the next 6 months, the State of Rhode Island will receive up to $1,631,042 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Rhode Island intends to develop a model that builds upon the patient-centered medical home initiative and focuses on a community-centered delivery system. The model will leverage the opportunities provided by the state's Health Benefits Exchange and Medicaid initiatives. Planning activities will facilitate a multi-stakeholder process to review current state payment and delivery system reform initiatives; identify data sources and baseline data for outcomes measures and financial analysis; and identify policy lever changes available and needed to effectuate the State Health Care Innovation Plan. The resulting plan will define strategy and mechanisms for moving Rhode Island's health care delivery system to a value-driven, community-based, and patient centered system.
  TennesseeFunding Amount: Over the next 6 months, the State of Tennessee will receive up to $756,000 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Tennessee proposes to develop and integrate specific and scalable purchasing strategies into the TennCare Medicaid managed care model. Specifically, the design process aims to accelerate efforts to hold health care providers accountable for both cost and quality of care by identifying and rewarding the best-performing providers in accordance with federally-recognized quality metrics. The project identify evidence-based payment and service delivery models and decide how one or more of these models could best be used in Tennessee of effectiveness of patient-centered medical homes, ACOs, and other integrated care models.
  TexasFunding Amount: Over the next 6 months, the State of Texas will receive up to $2,895,219 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Through the Designing the Texas Innovative Health Care Model project, Texas seeks to develop a common understanding and consensus among participants (payers, providers, and other stakeholders) around the design of innovative models as well as the elements needed to successfully implement such models. Specific issues to be addressed are gaps in health information technology and information exchanges (HIT/HIEs), administrative, clinical and financial data sources and requirements, and performance measures needed to design and test alternative payment systems that incorporate quality-based outcomes. Texas also will work towards aligning various initiatives taking place across the state to transform the delivery and payment of health care. Texas plans to leverage the resources and activities of additional quality-improvement initiatives underway including: the Texas Institute of Health Care Quality and Efficiency established through recent legislation to support implementation and evaluation of innovative payment and delivery systems across payers; the formation of federally recognized accountable care organizations (ACOs) and other advanced quality-based entities around the state; and HIT infrastructure.
  UtahFunding Amount: Over the next 6 months, the State of Utah will receive up to $942,458 to develop its State Health Care Innovation Plan. Funding will be subject to successful completion of the terms and conditions for the State Innovation Model initiative.
  Description: Utah proposes to design an innovative statewide initiative to facilitate improved physician/patient communication and care coordination, with the goal of improving health care quality and lowering costs. The state will convene a multi-stakeholder group that will address strategies for healthcare transformation in five key areas: expanded health information technology; adequate healthcare workforce; wellness and healthy lifestyle promotion; payment reform; and medical malpractice and dispute resolution.
  BackgroundThe State Innovation Models Initiative is providing up to $300 million to support the development and testing of state-based models for multi-payer payment and health care delivery system transformation with the aim of improving health system performance for residents of participating states. The projects will be broad based and focus on people enrolled in Medicare, Medicaid and the Children's Health Insurance Program (CHIP).
  The Innovation Center created the State Innovation Models initiative for states that are prepared for or committed to planning, designing, testing, and supporting evaluation of new payment and service delivery models in the context of larger health system transformation. The Innovation Center is interested in testing innovative payment and service delivery models that have the potential to lower costs for Medicare, Medicaid, and the Children's Health Insurance Program (CHIP), while maintaining or improving quality of care for program beneficiaries. The goal is to create multi-payer models with a broad mission to raise community health status and reduce long term health risks for beneficiaries of Medicare, Medicaid, and the Children's Health Insurance Program (CHIP).
  Additional Details
Environmental scientists tout nuclear power to avert climate change - CNN.com
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  Archived Version
  Tue, 05 Nov 2013 22:08
  James Hansen says environmentalists and world leaders must accept nuclear power now to avoid catastrophic climate change.
  STORY HIGHLIGHTS
  Top enviro-scientists call on world leaders to embrace nuclear powerOnly nukes can make enough clean power to slow climate change, they sayNuclear energy is too expensive and risky, says Natural Resources Defense CouncilScientist: Al Gore supports safer, better nuclear power, "but he won't come out and say that"For more on the future of nuclear power as a possible solution for global climate change, watch CNN Films' presentation of "Pandora's Promise," Thursday, November 7, at 9 p.m. ET/PT.
  (CNN) -- Four top environmental scientists raised the stakes Sunday in their fight to reverse climate change and save the planet.
  Climate and energy scientists James Hansen, Ken Caldeira, Kerry Emanuel and Tom Wigley have released an open letter calling on world leaders to support development of safer nuclear power systems.
  Wait -- pro-nuclear environmentalists? Isn't that an oxymoron? Apparently, not so much anymore.
  Embracing nuclear is the only way, the scientists believe, to reverse the looming threat of climate change which they blame on fossil fuels. Depending who you ask, they're either abandoning -- or leading -- traditional environmentalists who for a half-century have rejected clean-burning nuclear power as too expensive or too dangerous. Opponents cite disasters at Fukushima, Chernobyl and Three Mile island.
  Related: Fukushima update
  The fear is that time is running out. Without nuclear, the scientists believe global energy consumption will overtake the planet's ability to reverse the buildup of carbon dioxide pollution from burning oil, coal and other fossil fuels. At risk, said Hansen, are disintegrating polar ice sheets and rising sea levels which will threaten coastal regions.
  The letter is among the scientists' strongest public statements backing nuclear power. It also comes as CNN plans to air "Pandora's Promise," a documentary about environmentalists and longtime nuclear opponents who've done complete 180s on nukes.
  By releasing the letter, the scientists are "putting their reputations on the line to do something that the ultra-greens regard as treason," said Stanford University Nobel-winning physicist Burton Richter.
  Nuclear power is burgeoning in some parts of the world and shrinking in others. Asia is embracing it -- except Japan -- which is still struggling to figure out how to safely deal with the dangerously radioactive Fukushima nuclear power plant.
  The Japanese disaster left Germany so unnerved that they've chosen to phase out their 17 nuclear facilities by 2022.
  "We've got four top guns in the environmental movement telling [German Chancellor] Angela Merkel, 'You're wrong to shut down nuclear,'" said Richter. "I think that's a relatively big deal."
  Are we witnessing the birth of a mutiny within the environmental movement? Will typical 21st-century environmentalists eventually embrace the power of the atom? A leading environmental group opposed to nuclear power says no.
  "I don't think it's very significant that a few people have changed their minds about nuclear power," said Ralph Cavanagh of the Natural Resources Defense Council. Nuclear fuel may burn cleaner, the NRDC says, but comes with too many safety issues and too high of a price tag.
  The letter admits "today's nuclear plants are far from perfect." However, "... there is no credible path to climate stabilization that does not include a substantial role for nuclear power."
  Read the letter
  The four scientists say they have no connection to "Pandora's Promise," which blames resistance to nuclear energy on groundless fears rooted in the Cold War, Chernobyl in 1986 and 1979's Three Mile Island.
  Related: Chernobyl's local health problems
  Map: Closest nukes to your home
  Nuclear power is dying a slow death in the market place.Ralph Cavanagh, Natural Resources Defense Council
  In the documentary, which debuts on CNN Thursday at 9 p.m. ET/PT, climate change activist and author Mark Lynas says he knew publicly supporting nuclear energy would put his entire career at risk. "I'd have been much better just to keep my mouth shut," he admits in the film. "But I couldn't do that."
  Cavanagh said the "movie attempts to establish the proposition that mainstream environmentalists are pouring into nuclear advocacy today. They aren't. I've been in the NRDC since 1979. I have a pretty good idea of where the mainstream environmental groups are and have been. I've seen no movement."
  Selling nuclear energy to environmentalists is a tough pitch. Hansen acknowledged that many of them won't easily buy into it. Parts of the community operate like "a religion of sorts, which makes it very difficult," Hansen said. "They're not all objectively looking at the pros and cons."
  The NRDC hasn't rejected nuclear power out of hand, Cavanagh said. It constantly evaluates nuclear power and "everything else," he said. "I think that's our obligation." Is it possible to be both an environmentalist and a supporter of nuclear power? "You can be," Cavanagh said.
  Hansen has been spreading his message to the community's top influencers.
  He tells of a recent meeting with Al Gore where he tried to sell the former vice president on how advanced nuclear technology might stabilize climate change. Gore invited two anti-nuclear advocates to the meeting, Hansen said, and by the time it was all over, Gore was unmoved. "I mean, Al essentially understands that we had better try to develop safer, better nuclear power," said Hansen, "but he won't come out and say that."
  Here's what Gore did say publicly about it during a recent Reddit "Ask Me Anything" chat: nuclear energy "will continue to play a limited role, and IF the ongoing [research and development] produces cheaper, safer, smaller reactors, they may yet play a more significant role."
  Decarbonizing
  Among nuclear energy supporters, France remains a hero nation. In the 1970s, it chose to invest heavily in nuclear power creating a system that boasts some of the cheapest energy and cleanest air on the planet.
  Germany puts out about 18% of its power with nuclear. But with the upcoming nuke phase-out, there are doubts about whether Germany can offset its nuclear output with wind and other clean energy sources.
  Michael Limburg, vice president of the European Institute for Climate and Energy, told CNN in September that the government's energy targets are "completely unfeasible."
  "Of course, it's possible to erect tens of thousands of windmills but only at an extreme cost and waste of natural space," he said. "And still it would not be able to deliver electricity when it is needed."
  There are 65 commercially operating nuclear plants in the U.S., including 104 reactors. Five new reactors are currently being built, in Georgia, South Carolina and Tennessee. In the past year, utilities have permanently shut down four others and plan to take a fifth out of service in 2014. At least two other planned projects have been shelved.
  "Nuclear power is dying a slow death in the market place, which is what matters in determining its future," said Cavanagh.
  As an alternative, the NRDC is touting efficiency. Energy-saving technology is becoming so successful, according to a new NRDC report, that efficiency has "significant potential to dramatically reduce power plant emissions." Total U.S. energy use peaked in 2007 and has been trending downward ever since, the NRDC says.
  On the other hand, scientists in "Pandora's Promise" claim energy consumption globally could double by 2050 -- and perhaps triple or quadruple by 2100 -- as growing nations like China, India and Brazil start to want more energy.
  A United Nations report released last month re-confirmed Hansen's fears. The study concluded that the planet is heating up, the oceans are rising and there's more evidence that neither development is natural.
  Hansen, who was among the initial wave of scientists warning about climate change in the 1980s, said Friday he fears most its "irreversible effects."
  "Once we get to a certain point and the ice sheets start to disintegrate, then you can't stop it."
  Then Hansen paused. "And we're getting very close to that point."
  If we stay on the current path, he said, "those are the consequences we'll be leaving to our children. The best candidate to avoid that is nuclear power. It's ready now. We need to take advantage of it."
  CNN's Matt Smith and Oliver Joy contributed to this report.
VIDEO-I-Team: Few Metro Riders Report Suspicious Bags | NBC4 Washington
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  Tue, 05 Nov 2013 21:55
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  '); nbcVideoPageUtils.player442('videoStill'+nbcVideoPageUtils.videoStillSeq, videoIDString, width, height, thisTitle, playertype); nbcVideoPageUtils.videoStillSeq+=1; } } else { jQuery('#featuredPlayerContainer').html(''); nbcVideoPageUtils.player442('featuredPlayer'+nbcVideoPageUtils.videoStillSeq,videoIDForThePlatform,625,352); nbcVideoPageUtils.videoStillSeq+=1; s.pageName = nbcVideoPageUtils.currentClipTitle; //s.tl(); } } });} nbcVideoPageUtils.mobileStart = function() { nbcVideoPageUtils.hasMobileStarted = true; var now = jQuery.now(); // Parameter string for HTML5 Omniture Beacon //var hlsAdditionalTrackingValues="|trackVars=eVar11,eVar12,eVar13,eVar14,eVar27,eVar36,eVar37,eVar38,eVar39,eVar40,eVar41,eVar42,eVar43,eVar45,eVar47,eVar48,eVar50,prop2,prop8,prop9,prop20,prop42,prop43,prop44,prop45,prop46,prop50,products,eVar9,eVar10|trackEvents=event20,event21,event22,event23,event24,event25,event26,event27,event28,event29,event30,event31,event81,event82,event70,event71,event72,event73,event74,event75,event76,event77,event78,event79,event80|prop2=|prop8=|prop9=|eVar9="+nbc.siteKey+"|eVar10="+nbc.callLetters+"|prop20="+nbcVideoPageUtils.RSID+"|eVar36=Video|eVar27=Flash|eVar37="+nbcVideoPageUtils.currentClipTitle+"|eVar39=Video Player|eVar41=|eVar42=|eVar45="+nbc.brand+"|eVar47=normal|prop50="+nbcVideoPageUtils.currentClipTitle+"|eVar48=fullplayer|eVar42=|a.media.name=eVar40|mediaCategoryVars=eVar36|mediaIdVars=eVar50|trackMilestones=25%25,50%25,75%25|pageName=" + nbcu.pageName; player = new Player("featuredPlayer"); player.fp.bgcolor = "0x131313"; player.fp.wmode = "opaque"; player.logLevel = "warn"; player.allowFullScreen = "true"; // Cypress Omniture Plugin //player.pluginOmniture = "type=tracking|priority=1|URL=/includes/omnitureMedia.js|account="+ mmModule.omni +"|jsInstanceName=nbcu|visitorNamespace=nbcuniversal|dc=122|host=oimg.nbcuni.com|secureHost=osimg.nbcuni.com" + hlsAdditionalTrackingValues; if(nbc.htmlPreroll == true) { try { player.pluginTremor = "type=adcomponent|URL=http://objects.tremormedia.com/embed/sjs/html5/plugins/theplatform/tpAcudeoPlugIn.js|policy="+nbc.tremorHTMLKey+"|contentData.videoDescriptionUrl="+nbcVideoPageUtils.videoSocialShare+"|contentData.AdUnit1stLevel="+nbc.gptParams.suitename+"|contentData.AdUnit2nd-5thLevel="+nbc.gptParams.gptZone+"|contentData.videoplatform=html5|contentData.feature="+nbc.gptParams.pageData.feature+"|contentData.contentid="+nbcVideoPageUtils.videoMediaId+"|contentData.pagetype="+nbc.gptParams.pageData.pagetype+"|contentData.sponsor="+nbc.gptParams.pageData.sponsor+"|contentData.pt="+nbc.omniture.playerType+"|contentData.stage="+nbc.gptParams.pageData.stage+"|contentData.sensitive="+nbc.gptParams.pageData.sensitive+"|contentData.nopreroll="+nbcVideoPageUtils.runpreroll+"|contentData.adtest="+nbc.gptParams.pageData.adtest+"|contentData.TIMESTAMP="+now; console.warn("nbcVideoPageUtils.mobileStart | Tremor HTML5 plugin active."); } catch(e) { alert("nbcVideoPageUtils.mobileStart | Tremor HTML5 plugin failure"); } } player.pluginConviva="type=reporting|url=http://livepassdl.conviva.com/thePlatform/ConvivaThePlatformPlugin.js|customerId=c3.TP-NbcUniversal|priority=3|cdnName=AKAMAI|serviceUrl=http%3A%2F%2Flivepass.conviva.com"; player.playerURL = location.href; // DO NOT TOUCH player.backgroundColor = "0x131313"; player.controlBackgroundColor = "0x131313"; player.controlColor = "0xBEBEBE"; player.controlFrameColor = "0x545759"; player.controlHoverColor = "0xBEBEBE"; player.controlSelectedColor = "0x00CCFF"; player.frameColor = "0x545759"; player.pageBackgroundColor = "0x131313"; player.playProgressColor = "0x00CCFF"; player.scrubberColor = "0xBEBEBE"; player.scrubberFrameColor = "0x00CCFF"; player.scrubTrackColor = "0xBEBEBE"; player.textBackgroundColor = "0x383838"; player.textColor = "0xBEBEBE"; player.loadProgressColor = "0x5D9070"; player.layoutUrl = "/templates/nbc_mobileplayer_layout"; player.skinUrl = nbc.fullDomain + '/assets/pdk449/pdk/skins/glass/glass.json'; player.showControlsBeforeVideo=true; // player.releaseUrl = "http://link.theplatform.com/s/Yh1nAC/clAU8uFm7yvfj2f8obA6MT06FQXbWr2e?mbr=true&manifest=m3u&assetTypes=LegacyRelease"; player.releaseUrl = "http://link.theplatform.com/s/Yh1nAC/"+nbcVideoPageUtils.forcedCorrectPid+"?manifest=m3u&format=SMIL"; player.autoPlay = false; player.useDefaultPlayOverlay = true; player.bind("featuredPlayer"); U.log("VIDEO PAGE FEATURE | "+ player.releaseUrl); U.log("VIDEO PAGE FEATURE | iOS player configuration complete!"); }NBCUOmniture.initialize('nbcu');nbcVideoPageUtils.videoReplay = function(targetScope) { nbcVideoPageUtils.countdownValue = 4; try { U.log("Attempting to clear timer."); clearTimeout(startTimer); clearInterval(ecCountdown); } catch(e) { U.log(e); U.log("Timer not present, moving on..."); } if(targetScope == null) { targetScope == "*"; U.log("nbcVideoPageUtils.videoReplay: WARNING: Scope not defined, defaulting to wildcard.") } jQuery('#endcard').fadeOut(); if($('.shareLink').hasClass('active')){ $('.shareLink').removeClass('active'); $('.linkBox').fadeOut('fast'); $('.linkBox .zclip').remove(); } if($('.shareEmbed').hasClass('active')){ $('.shareEmbed').removeClass('active'); $('.embedBox').fadeOut('fast'); $('.embedBox .zclip').remove(); } tpController.clickPlayButton(targetScope);}nbcVideoPageUtils.resetPreroll = function() { var content = { id:nbcVideoPageUtils.videoReleaseId, title:nbcVideoPageUtils.currentClipTitle, site:nbc.siteKey, zone:nbc.zone, descriptionUrl:location.href, sect:nbc.section, sub:"", contentgroup:nbcVideoPageUtils.currentClipAdCampaign, pid:nbcVideoPageUtils.currentClipContentCode, hascompanion:"companion", companionexists:true, pt:'fullplayer', videoDescriptionUrl:nbcVideoPageUtils.videoSocialShare, catetory:'fullplayer' } try { if(console) { console.warn("Attempting to re-write Tremor plugin data..."); } AcudeoSetContentData(content); } catch(e) { if(console) { console.warn("nbcVideoPageUtils.resetPreroll | Call to AcudeoSetContentData(content) | " + e); } }}// START SOCIALIZE SHARE BAR ON ENDCARDfunction socializeEndcardShare(choseVideoUrl,choseOldSchoolUrl,choseCmsId,choseVideoTitle) { var uaEndcard = new gigya.socialize.UserAction(); var videoSummary = $(".feature_summary_top").find(".summary").text() // If oldschool url is not loaded from bottom list of videos // Then assumed it's the right-rail list of videos if (choseOldSchoolUrl == null || choseOldSchoolUrl == ""){ choseOldSchoolUrl = $("#featuredSummaryShare").find("span.featureContentOldSchoolUrl").html(); } var activityContext = new Object(); activityContext["ACTION_CONTEXT"] = "video_hub_endcard"; activityContext["ACTION_CONTENT_ID"] = choseCmsId; activityContext["ACTION_CONTENT_TITLE"] = encodeURI(choseVideoTitle); activityContext["ACTION_CONTENT_LINK"] = encodeURI(choseOldSchoolUrl); activityContext["ACTION_CONTENT_DESCRIPTION"] = encodeURI(videoSummary); activityContext["ACTION_ACTIVITY_FEED_ID"] = "www.nbcwashington.com_2"; activityContext["USER_ACTION"] = uaEndcard; uaEndcard.setLinkBack(choseOldSchoolUrl); uaEndcard.setTitle(choseVideoTitle); // Define Share Bar plugin's Parameters var breadCrumbSection = $("#videoHeaderBreadcrumb a:nth-child(3)").text(); if(breadCrumbSection == "sounddiego"){ var twitterHandle = "SoundDiegoblog"; } else if(nbc.market == "nbcmiami"){ var twitterHandle = "nbc6"; } else{ var twitterHandle = nbc.market; }; var endcardShareParams ={ userAction:uaEndcard, shareButtons:[{provider:"facebook-like",tooltip:"Recommend this on Facebook",action:"recommend",width:"160",font:"arial"},{provider:"twitter-tweet",via:twitterHandle,defaultText:window.document.title,countURL:encodeURI(choseOldSchoolUrl)},{provider:"google-plusone",size:"medium"}], containerID:'socialEndcardButtons' // location of the Share Bar plugin } // Load Share Bar plugin showShareBar(endcardShareParams,activityContext);}// END SOCIALIZE SHARE BAR ON ENDCARDnbcVideoPageUtils.goToNextClip = function(evt) { console.warn("nbcVideoPageUtils.goToNextClip: Is it an ad?"+evt.data.baseClip.isAd); if(evt.data.baseClip.isAd == false) { U.log("start timer "+startTimer); if( startTimer == 1 ) { if(jQuery('#feature_rr_list > li.next_playing').length > 0) { nextUpThumbnail = jQuery('#feature_rr_list > li.next_playing img').attr('src'); jQuery('div.nextUpThumbnail').css({'background-image':'url('+nextUpThumbnail+')'}); nextUpCopy = jQuery('#feature_rr_list > li.next_playing span.feature_rr_item_desc').html(); jQuery('div.nextUpInfo').html(nextUpCopy); jQuery("#endcard").fadeIn("fast"); socializeEndcardShare(); startTimeMS = (new Date()).getTime(); nbcVideoPageUtils.countdownValue = 4; timerStep = 5000; startTimer = setTimeout("nbcVideoPageUtils.triggerNextClip()",5000); ecCountdown = setInterval("nbcVideoPageUtils.endcardCountdown()",1000); } else { jQuery('div.nextUp').hide(); jQuery('div.countdownContainer').hide(); jQuery("#endcard").fadeIn("fast"); socializeEndcardShare(); } } else { if(jQuery('#feature_rr_list > li.next_playing').length > 0) { nextUpThumbnail = jQuery('#feature_rr_list > li.next_playing img').attr('src'); jQuery('div.nextUpThumbnail').css({'background-image':'url('+nextUpThumbnail+')'}); nextUpCopy = jQuery('#feature_rr_list > li.next_playing span.feature_rr_item_desc').html(); jQuery('div.nextUpInfo').html(nextUpCopy); startTimeMS = (new Date()).getTime(); timerStep = 5000; startTimer = setTimeout("nbcVideoPageUtils.triggerNextClip()",5000); } else { jQuery('div.nextUp').hide(); jQuery('div.countdownContainer').hide(); } jQuery("#endcard").fadeIn("fast"); socializeEndcardShare(); forceEventHandlers(); /* if(timerPaused == false){ timerEventsOn(); }*/ embeddedPlayerHTML = ''+'var nbcLP={};nbcLP.aRandomNumber=Math.floor(Math.random()*10000);nbcLP.currentPageLoc=encodeURIComponent(window.location.href);nbcLP.currentSiteLoc=encodeURIComponent(window.location.host);nbcLP.defaultWidth=652;nbcLP.defaultHeight=367;nbcLP.cmsID="'+videoReleaseID+'";nbcLP.vidPid="'+nbcVideoPageUtils.currentClipPlatformPid+'";nbcLP.vidSec="TK";nbcLP.vidSubSec="TK";nbcLP.vidFrame=document.getElementById("nbcLP'+videoReleaseID+'");nbcLP.vidFrame.style.border="none";nbcLP.vidFrame.width=nbcLP.defaultWidth;nbcLP.vidFrame.height=nbcLP.defaultHeight;nbcLP.vidFrame.scrolling="no";nbcLP.vidFrame.src="http://'+nbc.env+nbc.domain+'/templates/nbc_partner_player?cmsID="+nbcLP.cmsID+"&videoID="+nbcLP.vidPid+"&width="+nbcLP.defaultWidth+"&height="+nbcLP.defaultHeight+"&sec="+nbcLP.vidSec+"&subsec="+nbcLP.vidSubSec+"&turl="+nbcLP.currentSiteLoc+"&ourl="+nbcLP.currentPageLoc+"&rand="+nbcLP.aRandomNumber;'+'ipt>'; // embeddedPlayerHTML = 'View more videos at: http://nbcwashington.com.
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4 On Your Side investigates traffic stop nightmare | KOB.com
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 21:45
  Updated: 11/05/2013 7:21 AM | Created: 11/04/2013 10:35 PMBy: Chris Ramirez, KOB Eyewitness News 4
  This 4 On Your Side investigation looks into the actions of police officers and doctors in Southern New Mexico.
  A review of medical records, police reports and a federal lawsuit show deputies with the Hidalgo County Sheriff's Office, police officers with the City of Deming and medical professionals at the Gila Regional Medical Center made some questionable decisions.
  The incident began January 2, 2013 after David Eckert finished shopping at the Wal-Mart in Deming. According to a federal lawsuit, Eckert didn't make a complete stop at a stop sign coming out of the parking lot and was immediately stopped by law enforcement.
  Eckert's attorney, Shannon Kennedy, said in an interview with KOB that after law enforcement asked him to step out of the vehicle, he appeared to be clenching his buttocks. Law enforcement thought that was probable cause to suspect that Eckert was hiding narcotics in his anal cavity. While officers detained Eckert, they secured a search warrant from a judge that allowed for an anal cavity search.
  The lawsuit claims that Deming Police tried taking Eckert to an emergency room in Deming, but a doctor there refused to perform the anal cavity search citing it was "unethical."
  But physicians at the Gila Regional Medical Center in Silver City agreed to perform the procedure and a few hours later, Eckert was admitted.
  What Happened
  While there, Eckert was subjected to repeated and humiliating forced medical procedures. A review of Eckert's medical records, which he released to KOB, and details in the lawsuit show the following happened:
  1. Eckert's abdominal area was x-rayed; no narcotics were found.
  2. Doctors then performed an exam of Eckert's anus with their fingers; no narcotics were found.
  3. Doctors performed a second exam of Eckert's anus with their fingers; no narcotics were found.
  4. Doctors penetrated Eckert's anus to insert an enema. Eckert was forced to defecate in front of doctors and police officers. Eckert watched as doctors searched his stool. No narcotics were found.
  5. Doctors penetrated Eckert's anus to insert an enema a second time. Eckert was forced to defecate in front of doctors and police officers. Eckert watched as doctors searched his stool. No narcotics were found.
  6. Doctors penetrated Eckert's anus to insert an enema a third time. Eckert was forced to defecate in front of doctors and police officers. Eckert watched as doctors searched his stool. No narcotics were found.
  7. Doctors then x-rayed Eckert again; no narcotics were found.
  8. Doctors prepared Eckert for surgery, sedated him, and then performed a colonoscopy where a scope with a camera was inserted into Eckert's anus, rectum, colon, and large intestines. No narcotics were found.
  Throughout this ordeal, Eckert protested and never gave doctors at the Gila Regional Medical Center consent to perform any of these medical procedures.
  "If the officers in Hidalgo County and the City of Deming are seeking warrants for anal cavity searches based on how they're standing and the warrant allows doctors at the Gila Hospital of Horrors to go in and do enemas and colonoscopies without consent, then anyone can be seized and that's why the public needs to know about this," Kennedy said.
  Search Warrant Concerns
  There are major concerns about the way the search warrant was carried out. Kennedy argues that the search warrant was overly broad and lacked probable cause. But beyond that, the warrant was only valid in Luna County, where Deming is located. The Gila Regional Medical Center is in Grant County. That means all of the medical procedures were performed illegally and the doctors who performed the procedures did so with no legal basis and no consent from the patient.
  In addition, even if the search warrant was executed in the correct New Mexico county, the warrant expired at 10 p.m. Medical records show the prepping for the colonoscopy started at 1 a.m. the following day, three hours after the warrant expired.
  "This is like something out of a science fiction film, anal probing by government officials and public employees," Kennedy said.
  No Comment
  KOB reached out to the attorneys representing the defendants in the lawsuit and all declined to comment on the situation. The attorneys said it's their personal policy not comment on pending litigation.
  4 On Your Side Investigative Reporter Chris Ramirez cornered Deming Police Chief Brandon Gigante.
  "As the police chief what reassurances could you give people when they come through your town that they won't be violated or abused by your police officers?" Ramirez asked Chief Gigante.
  "We follow the law in every aspect and we follow policies and protocols that we have in place," Chief Gigante replied.
  "Do you think those officers in this particular case did that?" Ramirez asked.
  Gigante didn't answer, instead he referred Ramirez to his attorney.
  The Lawsuit
  David Eckert is suing The City of Deming and Deming Police Officers Bobby Orosco, Robert Chavez and Officer Hernandez.
  Eckert is also suing Hidalgo County Hidalgo County Deputies David Arredondo, Robert Rodriguez and Patrick Green.
  Eckert is also suing Deputy District Attorney Daniel Dougherty and the Gila Regional Medical Center including Robert Wilcox, M.D and Okay Odocha, M.D.
  KOB welcomes a lively and courteous discussion as long as you follow the rules of conduct set forth in our Terms of Use. Comments are not pre-screened before they post. You agree that anything you post may be used, along with your name and profile picture, in accordance with our Privacy Policy and the license you have granted pursuant to our Terms of Use.
VIDEO-Slave Training-N.J. mall gunman kills himself, authorities say - CBS News
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 21:40
  Updated 5:25 a.m. ET
  PARAMUS, N.J. A gunman fired at least six rounds into an escalator near closing time in a popular northern New Jersey mall Monday evening before taking his own life, authorities said.
  Bergen County, N.J. prosecutor John Molinelli told reporters early Tuesday the body of Richard Shoop, 20, of Washington Township, N.J., was found behind a construction storage area of the Westfield Garden State Plaza Mall in Paramus.
  It doesn't appear Shoop entered the mall to shoot anyone because had ample opportunity to but didn't, Molinelli says, adding that Shoop's motive seems to have been self-inflicted suicide or suicide-by-police - ending his life at the hands of officers.
  Molinelli says Shoop's family told police Shoop had a history of drug abuse, and relatives believe MDMA was his drug of choice.
  A note was recovered at Shoops' home, Molinelli says, but authorities aren't calling it a suicide note or disclosing its content.
  Shoop's body and the gun were still at the scene early Tuesday, Milinelli said. The weapon looks like an AK-47 assault rifle but may have been a modified handgun.
  Shoop appears to have stolen it from his brother, Molinelli said.
  Shoop wore a black outfit with a black motorcycle helmet, and fired the rounds into an escalator.
  Shoppers and mall workers, who'd hid in stores and anywhere else they could when the shots rang out, were leaving throughout the night via a Chili's restaurant at a parking lot adjacent to the mall. It was unlikely any were still in the mall, Molinelli said.
  The mall was to be closed Tuesday.
  A woman who works at a store in the mall told CBS New York station WCBS-TV she saw a man carrying a rifle.
  "I saw him walk past our door, and he paused for a second and just looked inside the store, and he fired two more (shots)," she said. "He was all dressed in black from head to toe with a helmet, I would say with a motorcycle helmet. I just froze. I didn't want to run, because he might maybe come after me. I just stood there."
  A witness tweeted that the shooting occurred by Nordstrom department store on the second floor.
  "As I was closing the store, I heard these loud fire-cracking noises. I never heard a gunshot before," an employee at the Michael Kors store who gave his name as Adam told WCBS radio. "I had a customer that shopped before, and she was running back into the store and saying, 'Someone has a gun.' So automatically, I ... started locking the gate and told the staff to go to the back with the customers even in the store."
Paramus Mall Shooting: Richard Shoop,Aspiring ACTOR '' ''I don't want to shoot anyone here, just let me go.'' | American Everyman
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 21:38
  by Scott Creighton
  UPDATE:Witness claims Shoop was with 4 other guys who were armed and was only interested in shooting the security cameras mounted near the ceiling. Sounds to me like those guys whacked Richard and left him behind to take the fall.
  UPDATE: Bergen County OEM deputy administrator on News12 ''...at this time we have deci_ _ _, uh we have determined that it is not an active shooting incident.''
  UPDATE: Now they are saying his body was found ''behind a construction storage area behind the mall''
  '--'--''
  '.... and 6 hours later, the 20 year old actor is dead in the basement'....
  Was this a drill someone took live after the fact? They thought the shooter had left and didn't find his body for 5 hours after the mall closed. Did someone take an unannounced active shooter drill in a mall in Jersey live by planting the dead body of the guy playing the ''shooter'' role in the basement?
  Late last night another active shooter incident took place, this time in a Paramus New Jersey mall. It occurred around closing time so the lock-down didn't effect business too badly. Some guy, Richard Shoop, an aspiring actor, ran around in the mall wearing a motorcycle helmet so no one could see his face and people reported hearing multiple gunshots during the rampage in which no one was hurt. Hours later they found in the utility area of the mall, deep in the basement somewhere, dead of an apparent self-inflicted gunshot wound. Odd thing is, only one bullet casing was found. Would that be the one that killed the ''shooter''?
  Curiously, it's reported that Richard Shoop confronted a customer in the mall and just walked away from her while another witness said he heard him say he didn't want to shoot anyone.
  A 20-year-old man suspected of firing multiple shots and causing a lockdown at New Jersey's largest shopping mall has been found dead of a self-inflicted wound, authorities said Tuesday.
  Bergen County Prosecutor John Molinelli said the body of Richard Shoop, 20, of Teaneck was found in a back area of the Garden State Plaza mall in Paramus. He said Shoop killed himself with the same weapon he used at the mall and that a note was found.
  There were no other injuries.
  Paramus Police Kenneth Ehrenberg said Shoop's body was discovered around 3:20 a.m. Tuesday deep within a lower level of the mall that is not a public area. Shoop did not work at the mall, he said, and police are still seeking a motive for the shooting.
  Chaos erupted shortly before the mall's 9:30 p.m. closing time on Monday when authorities said a man dressed in black and wearing what is believed to be a motorcycle helmet fired shots. There were no injuries.
  Witnesses said the sound of gunfire sent customers and employees rushing hysterically for the exits and hiding places at the mall, which will be closed on Tuesday.
  Jessica Stigliano, 21, of Ridgefield, who'd been in the food court, told The Associated Press that she had thought, ''Not many people run for their life, but that's what I'm doing right now.''
  Bergen County spokeswoman Jeanne Baratta told the AP that SWAT teams concentrated their search in the northeast corner of the 2.2 million-square-foot mall, near a Nordstrom store, believing the suspect might still be in the mall.
  She said authorities found one bullet casing.'' AP
  ''One witness said he heard the shooter say that he ''didn't want to shoot anyone.'' Another woman who works in the mall, Anthea Brown, 26, saw the shooter and said: I just froze, I didn't know what to think. He just look at me and kept on moving.'' Heavy.com
  According to witnesses, the shooter was firing his ''long gun'' into the ceiling while moving through the mall.
  ''Clarice Forbes, of Paterson, who also works at Talbots, said the man walked by the store while shooting a rifle into air...
  '... Alaa Hegazi, a contractor working in the mall, said the shooter told him, ''I don't want to shoot anyone here, just let me go.'' Paramus Patch
  So here we have an active shooter incident in which the shooter seemed angry at the ceiling and told folks in the mall who were scared that he wasn't going to hurt anyone. He runs his little routine right at closing time so as not to effect mall business to adversely. Apparently he left the building and was later found in the basement, 6 hours later, shot once in the head, victim of his own weapon. The ONLY victim.
  Did someone get this guy off Explore Talent (dot) com website and hire him for what he thought was a PR stunt for the release of the new Call of Duty Ghosts which came out at midnight last night? Did he figure out something was up and try to leave?
  He damn sure didn't want to hurt anyone while he was there and it seems like he had a bit of a future planned out being a ''big star'' in New York and Hollywood. So why would he just flip out and decide to scare people for no reason in Jersey and then kill himself?
  Check out this comment someone left on a NJ (dot) com story:
  He ''wasn't that active'' and he had ''already gone home'''... how exactly did the cops know that?
  The story is simply ridiculous.
  Like this:LikeLoading...
  Filed under: American Gladio, Paramus mall shooting, Scott Creighton
VIDEO-Johnny 'The Witness' - YouTube
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 21:38
VIDEO-The Wall Street Code (Marije Meerman, VPRO) - YouTube
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 21:23
VIDEO-Cancellations of Healthcare Insurance Policies are "Not A Bug" of Obamacare - YouTube
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 21:02
VIDEO-Don't Be A Denier! - YouTube
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 21:02
AUDIO- Stop Stealing to Pay for Hobbies! - YouTube
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 20:57
DutchNews.nl - State-owned railway group NS uses Ireland to dodge Dutch taxes
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 20:38
  State-owned railway group NS uses Ireland to dodge Dutch taxesSaturday 01 September 2012
  The state-owned Dutch railway company NS has managed to cut its Dutch tax bill by at least '‚¬250m since 1999 by routing the cost of new trains through Ireland, the Volkskrant reported at the weekend.
  The tax dodge means the treasury has lost out on income generated by a company it owns, the paper points out. The finance ministry, meanwhile, is said to be 'unhappy' about the arrangement, which it has been aware of from the beginning.
  In effect, NS's Irish subsidiary, NS Financial Services, has spent '‚¬1.7bn on new trains which it then rents to the NS in the Netherlands. None of the trains has ever been used on the Irish railways, the paper said.
  Dividends
  This allows the Dutch operation to avoid tax. In Ireland, railway companies have paid an average 9% tax on their profits in recent years. In the Netherlands, NS would have to pay 25% profit tax on the train rental. Some of the 'missing' cash does end up with the treasury in the form of dividends.
  In a statement, the NS said the tax route had been developed to allow it to 'better compete in the market'. Other large transport firms also use Ireland to reduce their tax liabilities and there is nothing illegal about this, the NS said.
  The Volkskrant points out that there is effectively no competition on the Dutch railways and NS operates all intercity and most local train services.
  Morals
  Political party leaders were quick to react to the news. CDA leader Sybrand Buma told a Tros radio programme it showed a 'lack of morals'. Labour leader Diederik Samsom said the NS had used a 'bizarre construction which just is not right', and an SP spokesman said the situation is 'unacceptable'.
  Caretaker tax minister Frans Weekers told the paper through a spokesman: 'Of course, we would rather have seen these activities take place in the Netherlands.'
  Economist Martin Holterman, who is an expert on the Dutch railways, told the Volkskrant the NS is busy 'playing at being a company'. But the NS is not a company but a government service, he said.
  Is the NS right to try to cut its tax bill? Have your say using the comment form below.
  (C) DutchNews.nl
  Readers' comments (16)
Peak Obesity?
  Link to Article
  Archived Version
  Source: Zero Hedge
  Tue, 05 Nov 2013 19:00
  Obesity rates have increased at least slightly so far in 2013 across almost all major demographic and socioeconomic groups, according to Gallup's latest study. The largest upticks between 2012 and 2013 were among those aged 45 to 64 and those who earn between $30,000 and $74,999 annually - which 'coincidentally' is perfectly in the cohort that is 'disincentized' to work by the growing shadow of bought votes and entitlements. So, the question then becomes, is the considerable spike in 2013 that is so evident below the "peak" in obesity rates as the government is forced to introduce more haircuts on its foodstamp program? Time will tell...
  US Obesity rate is spiking (along with the Fed's balance sheet and stocks...)
  (h/t @Not_Jim_Cramer)
  Via Gallup:
  The U.S. obesity rate thus far in 2013 is trending upward and will likely surpass all annual obesity levels since 2008, when Gallup and Healthways began tracking. It is unclear why the obesity rate is up this year, and the trend since 2008 shows a pattern of some fluctuation.
  ...
  Blacks, those who are middle-aged, and lower-income adults continue to be the groups with the highest obesity rates. The healthcare law could help reduce obesity among low-income Americans if the uninsured sign up for coverage and take advantage of the free obesity screening and counseling that most insurance companies are required to provide under the law.
  With the biggest rise in the cohorts that are dominated by the disincentized-to-work..."the single mom is better off earnings gross income of $29,000 with $57,327 in net income & benefits than to earn gross income of $69,000 with net income and benefits of $57,045."
  So one wonders... with the foodstamp program being cut - will that mean higher obesity rates or lower?
  Average:Your rating: NoneAverage: 3.6(11 votes)
Ted's Tidbits: The Zen TV Experiment
  Link to Article
  Archived Version
  Source: Dave says...
  Tue, 05 Nov 2013 18:44
  Ted's Tidbits: The Zen TV ExperimentThe Zen TV ExperimentPosted on Thursday, December 17, 2009 'ž
  If you watch television, you should take a look at this post. It's a repost of an article that first appeared in Adbusters Magazine on the effects of television on individuals and society. It proposes four experiments to attempt at home. I did this, and I recommend you do it to.
  1) Watch TV for 10 minutes and count the technical events.What is a technical event? We've all seen TV cameras in banks and jewelry stores. A stationary video camera simply recording what's in front of it is what I will call ''pure TV.'' Anything other than pure TV is a technical event: the camera zooms up, that's a technical event; you are watching someone's profile talking and suddenly you are switched to another person responding, that's a technical event; a car is driving down the road and you also hear music playing, that's a technical event. Simply count the number of times there is a cut, zoom, superimposition, voice-over, appearance of words on the screen, fade in/out, etc.
  For this test, I watched the first 10 minutes of this episode of my namesake show. In that 10 minutes I counted 223 technical events, and then I realized I didn't count any audio effects!
  2) Watch any TV show for 15 minutes without turning on the sound.For this, I simply muted the volume on the same show and watched the remainder.
  3) Watch any news program for 15 minutes without turning on the sound.It took a while for me to find a recording of an actual news program online (I needed 15 contiguous minutes, and the news sites only offer clips) but I finally found this on Hulu.
  4) Watch television for one half hour without turning it on.I must admit that I haven't done this yet. I want to do the experiment, but I just haven't been able to bring myself to waste a half hour sitting in front of a turned off television.
  Well, the point is that television is messing with your mind. All the technical events that occur in a normal TV show make for a very disjointed set of scenes that we have trained our brains to assemble into a narrative.
  Television inhibits your ability to think, but it does not lead to freedom of mind, relaxation or renewal. It leads to a more exhausted mind. You may have time out from prior obsessive thought patterns, but that's as far as television goes. The mind is never empty, the mind is filled. What's worse, it is filled with someone else's obsessive thoughts and images.
  Watching the TV without the sound makes it more difficult to connect with the story and therefore easier to observe all the technical events occurring. Switching to a news program you realize that there are fewer technical events.
  With fewer technical events the news show appears realistic relative to other shows in the TV environment. Further, it appears super-realistic relative to the commercial shows in this environment. As earlier, we witnessed the joining of technical events in a coherent narrative. Here, we witness the reduction of worldly events into a narrative.
  I admit I haven't yet stared at a blank TV for a half hour, but I imagine two things would occur to me. First, I would realize just exactly how long a half hour feels, and I would be bothered by the things I could be doing with that time. Second, I would see the TV for what it is, an object, instead of what it is not, a companion.
  If one is alone in one's room and turns on the TV, one actually doesn't feel alone anymore. It's as if companionship is experienced, as if communication is two-way.
  This does make for an interesting, if not disturbing, academic discussion, but it is not fruitful unless a behavioral change occurs. I encourage you to make your own resolutions. As for me, I am making a deliberate effort to watch less TV. This is actually something I started doing a while back when we canceled our cable. There are still some shows I enjoy watching, and I will continue to watch them. I don't think I'm going to start watching any new shows, and I'm definitely going to stop watching shows I find myself complaining about. To do otherwise would just be stupid. Tonight, for example, I elected to write this blog post instead of watching The Office or some other show.
  Maybe one day I'll stop watching TV altogether (although I have no plans to cease watching the Dallas Cowboys, no matter how frustrating of an experience that may be). I don't want to bind myself to a statement I won't be able to live up to. At least for now, I feel encouraged to read more.
  Please enable JavaScript to view the comments powered by Disqus.
  comments powered by Copyright (C) 2013 Ted C. Howard
  Ted's Tidbits: The Zen TV ExperimentThe Zen TV ExperimentPosted on Thursday, December 17, 2009 'ž
  If you watch television, you should take a look at this post. It's a repost of an article that first appeared in Adbusters Magazine on the effects of television on individuals and society. It proposes four experiments to attempt at home. I did this, and I recommend you do it to.
  1) Watch TV for 10 minutes and count the technical events.What is a technical event? We've all seen TV cameras in banks and jewelry stores. A stationary video camera simply recording what's in front of it is what I will call ''pure TV.'' Anything other than pure TV is a technical event: the camera zooms up, that's a technical event; you are watching someone's profile talking and suddenly you are switched to another person responding, that's a technical event; a car is driving down the road and you also hear music playing, that's a technical event. Simply count the number of times there is a cut, zoom, superimposition, voice-over, appearance of words on the screen, fade in/out, etc.
  For this test, I watched the first 10 minutes of this episode of my namesake show. In that 10 minutes I counted 223 technical events, and then I realized I didn't count any audio effects!
  2) Watch any TV show for 15 minutes without turning on the sound.For this, I simply muted the volume on the same show and watched the remainder.
  3) Watch any news program for 15 minutes without turning on the sound.It took a while for me to find a recording of an actual news program online (I needed 15 contiguous minutes, and the news sites only offer clips) but I finally found this on Hulu.
  4) Watch television for one half hour without turning it on.I must admit that I haven't done this yet. I want to do the experiment, but I just haven't been able to bring myself to waste a half hour sitting in front of a turned off television.
  Well, the point is that television is messing with your mind. All the technical events that occur in a normal TV show make for a very disjointed set of scenes that we have trained our brains to assemble into a narrative.
  Television inhibits your ability to think, but it does not lead to freedom of mind, relaxation or renewal. It leads to a more exhausted mind. You may have time out from prior obsessive thought patterns, but that's as far as television goes. The mind is never empty, the mind is filled. What's worse, it is filled with someone else's obsessive thoughts and images.
  Watching the TV without the sound makes it more difficult to connect with the story and therefore easier to observe all the technical events occurring. Switching to a news program you realize that there are fewer technical events.
  With fewer technical events the news show appears realistic relative to other shows in the TV environment. Further, it appears super-realistic relative to the commercial shows in this environment. As earlier, we witnessed the joining of technical events in a coherent narrative. Here, we witness the reduction of worldly events into a narrative.
  I admit I haven't yet stared at a blank TV for a half hour, but I imagine two things would occur to me. First, I would realize just exactly how long a half hour feels, and I would be bothered by the things I could be doing with that time. Second, I would see the TV for what it is, an object, instead of what it is not, a companion.
  If one is alone in one's room and turns on the TV, one actually doesn't feel alone anymore. It's as if companionship is experienced, as if communication is two-way.
  This does make for an interesting, if not disturbing, academic discussion, but it is not fruitful unless a behavioral change occurs. I encourage you to make your own resolutions. As for me, I am making a deliberate effort to watch less TV. This is actually something I started doing a while back when we canceled our cable. There are still some shows I enjoy watching, and I will continue to watch them. I don't think I'm going to start watching any new shows, and I'm definitely going to stop watching shows I find myself complaining about. To do otherwise would just be stupid. Tonight, for example, I elected to write this blog post instead of watching The Office or some other show.
  Maybe one day I'll stop watching TV altogether (although I have no plans to cease watching the Dallas Cowboys, no matter how frustrating of an experience that may be). I don't want to bind myself to a statement I won't be able to live up to. At least for now, I feel encouraged to read more.
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  comments powered by Copyright (C) 2013 Ted C. Howard
Margin Debt: Correlation or Causation
  Link to Article
  Archived Version
  Source: SurlyTrader
  Tue, 05 Nov 2013 18:43
  Margin debt is at its historic highs since 1990. What might this imply? Possibly that the exuberence in the equity markets has become frothy:
  The two time series do not have a spurious correlation. Markets go up means that investors want to join in even if he/she does not have the money to buy. Margin goes up, margin users are buying, buyers push up prices. This merry-go-round happens until it runs out of steam'...or until the Federal Reserve chairman decides to take away the punch bowl.
Customers caught on cameras: Minority Report-style eyeball scanners to identify shoppers in UK
  Link to Article
  Archived Version
  Source: RT - News
  Mon, 04 Nov 2013 15:41
  Published time: November 04, 2013 13:56A man carries his shopping after visiting a Tesco store in south London (AFP Photo / Carl Court)
  Face-scanners equipped with a hidden camera have been installed in 450 Tesco petrol stations in the UK to spy on supermarket shoppers and promptly target them with personalized ads.
  Almost as in the Tom Cruise sci-fi blockbuster, Minority Report, where eyeball scanners were used to identify people, the OptimEyes screens are fitted with a camera that scans queuing customers. After the device detects their age and sex, it chooses which ads to play in 100-second loops.
  For instance, energy drinks could be promoted to young customers in morning 10-second ad spots, or beauty items, should the cameras spot some ladies waiting to pay.
  Chief executive of Amscreen, which developed the hi-tech technology, says secret cameras won't intrude into people's privacy, though.
  "The OptimEyes does not store images or recognize people, but just works out gender and sorts customers into one of three age brackets," Simon Sugar told The Grocer.
  "Yes, it's like something out of Minority Report but this could change the face of British retail and our plans are to expand the screens into as many supermarkets as possible," he added.
  It's hoped that OptimEyes could reach a weekly audience of five million adults.
  "The ability to tailor content based on time and location means this can be extremely useful and timely for interacting with our customers," category director for Tesco petrol stations, Peter Cattell, told the industry magazine.
  Although it yet remains to be seen how effective the ground-breaking technology proves to be, Amscreen already has plans to expand the screens into as many supermarkets as possible, and probably not just around the UK.
Edward Snowden Against British Intel and the NSA
  Link to Article
  Archived Version
  Source: DavidShurter.com
  Tue, 05 Nov 2013 18:35
  http://www.cnn.com/2013/11/03/world/europe/edward-snowden-manifesto/index.html?hpt=hp_t1
  So here we have the British Intel- which, by the way- is HEAVILY involved with the cult activity that has been happening in America- working the the National Security Agency to infiltrate and spy on normal people in society.
  The problem that I have with this is that considering Jimmy Saville and all of his activities, how can anyone honestly say that these groups DIDN'T KNOW about what was happening with that jerk and his friends? What they know about normal people is bad enough, but then when they find out about crimes- and you can't tell me that PEOPLE DIDN'T KNOW- they do what American law officials are guilty of and they do their best to HIDE and PROTECT these events.
  Cult and ritual abuse have been around for a long time-both in the US and the UK, and it is just interesting that a group of treasonous eavesdroppers- who obviously know more than they should- are HELL BENT on keeping this information quiet and hidden from the public. It isn't what these groups MIGHT know that is the problem- it is what they MUST KNOW and how they have reacted with regards to that information that is the issue.
  How much did these groups know about Jimmy Saville and situations like that surrounding him- and WHY HAVEN'T THEY COME FORTH? Eavesdropping on people, saying you are looking for terrorists- but ignoring a bunch of satanic cult members abusing and trafficking children makes NO SENSE. As always- there doesn't seem to be any truth or accountability with regards to this mess, and that- FIRST AND FOREMOST- needs to change in my opinion.
  Posted by admin on November 4, 2013
  http://davidshurter.com/?p=3845
Smart Grid: It's been a very big (and very global) week for smart grid wins
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 18:32
  Continued on page 2 >>1
  There's plenty to read in this week's smart grid wins roundup, from Silver Spring Network's intelligent street lighting project in Copenhagen to Opower's business partnership signing with Tokyo area utility TEPCO, and other projects. Also, check out the milestones, honors and awards, acquisition and funding stories.
  PROJECTS AND DEVELOPMENTS
  Utility Partners of America, which helps utilities install and upgrade water, gas and electric meters embedded with time and money-saving technology, is installing more than 41,000 automated electric meters ranging from residential to commercial polyphase meters on behalf of Durango, Colorado-based La Plata Electric Association (LPEA). The project is expected to be completed by the end of 2014. Read more >>
  Silver Spring Networks announced it has been selected to deliver the networking platform for a citywide intelligent street lights project in Copenhagen, Denmark. Under a new partnership with Citelum, the global leader in lighting, traffic management, and other urban electrical systems, Silver Spring is expected to begin networking 20,000 street lights in Copenhagen in 2014. Citelum and Silver Spring expect to provide multiple LED lamp options, with a single networking platform for Copenhagen's smart city network. Read more >>
  GE Energy Storage will participate in a load-shifting project at Discovery Science Center in Santa Ana, Calif., a non-profit education organization. The 500-kilowatt-hour GE storage and Princeton Power Systems (PPS) inverter control system is engineered to shift 10-20 percent of the science center's daily electrical load from peak hours to less expensive off-peak time periods. The system also will provide backup power in the event of power outages. Read more >>
  Energy management software company BuildingIQ announced that NV Energy has successfully implemented a new program using its integrated energy efficiency and automated demand response solution. NV Energy has enrolled some of its largest customers in Las Vegas, including casinos, government and commercial buildings. Read more >>
  Customer engagement solutions company Opower has signed a business partnership with Tokyo Electric Power Company (TEPCO). TEPCO, the largest utility in Japan, supplies power to nearly 20 million residential customers. Opower also announced that it has opened an office in Tokyo. Opower's big data platform analyzes smart meter data and offers customers more personalized and timely insights about their energy consumption. In the future, TEPCO customers will be able to access the Opower platform via TEPCO's customer web portal.Read more >>
  PV solution and service provider Conergy has expanded its market position in Asia with a large-scale power plant totaling 22 megawatts. Conergy secured its first major order in the Republic of the Philippines '' the largest in this emerging solar market so far. Conergy is building the 350,000 square meter solar project in San Carlos City, Negros Occidental for San Carlos Solar Energy Inc. Read more >>
  ACQUISITIONS
  Demansys Energy LLC, a demand-side energy innovator focused on the smart grid, has purchased a controlling interest in CPvT Energy Asia Pvt. Ltd, based in Singapore. CPvT, which was a fully-owned subsidiary of vTrium Energy Pte Ltd, Singapore prior to the Demansys acquisition of shares, has pioneered demand response in Asia by offering customers a turnkey method of entering into lucrative demand response programs with the local utility. Read more >>
  MILESTONES
  Itron announced that BC Hydro, which serves 1.9 million electricity customers throughout British Columbia, Canada, has entered the next phase of network migration for its smart metering program. BC Hydro has achieved a major milestone in the testing of Itron and Cisco's jointly developed IPv6 network architecture, bringing the utility one step closer to realizing the benefits of an open IP-based multi-application network. Read more >>
  Next page: funding, honors and awards >>
Dirty Munich Home's Nazi Loot Estimated at $1.35 Billion - Bloomberg
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 16:16
  By Angela Cullen, Alex Webb and Catherine HickleyNovember 04, 2013 6:00 PM ESTGeneral Dwight Eisenhower views confiscated art recovered from the Nazi's after the end of World War II, 1945. Source: Universal History Archive/Getty Images
  Cornelius Gurlitt rarely visited the Munich apartment which German customs officials entered two years ago in the hopes of nailing a suspected tax evader.
  What they discovered was even rarer: a stash of 1,500 artworks that may be worth 1 billion euros ($1.35 billion) if confirmed to be by artists such as Pablo Picasso, Max Beckmann and Marc Chagall. The works originally may have been seized by the Nazis from German museums and private collectors. They were found amid piles of garbage and outdated food packets, according to a report in Focus magazine.
  Prosecutors in the city of Augsburg have scheduled a news conference today to discuss the investigation. Representatives of Jewish families, from whom hundreds of thousands of works were stolen, called on the authorities to publish a list as soon as possible to help them identify missing art.
  ''Without a list, we can't do anything,'' said David Rowland of Rowland & Petroff in New York, who represents the heirs of Curt Glaser, an art critic and collector. ''They should put a list on the Internet with photos.''
  The drab, beige apartment block at the center of the investigation is about 250 meters (820 feet) from the English Garden, in the affluent northern Munich neighborhood of Schwabing favored by rich intellectuals. Gurlitt is not listed in the Munich telephone directory and prosecutors declined to give his contact details.
  ''If only we'd known sooner,'' said Asma Omar, a 23-year-old student at the school for dietitians opposite the apartment block. ''It's crazy that all this art was right there and we're here every day. I mean, a billion euros of art with all the history that goes with it? Astonishing.''
  'Degenerate' ArtMeike Hoffmann, an art historian, is helping prosecutors identify the works, according to Berlin's Free University, where Hoffmann works at the ''Degenerate Art'' research unit.
  The Nazis seized more than 20,000 modern artworks that they saw as contrary to Aryan ideals from German museums. In 1937, Propaganda Minister Joseph Goebbels staged the exhibition ''Degenerate Art,'' which first opened in Munich, where it attracted more than 2 million people.
  Paintings were hung crowded together, some with no frames, alongside slogans denigrating the artists for ''insulting German womanhood'' and revealing ''sick minds.''
  Hard CurrencyThe Nazis auctioned the seized artworks from 1938. The museums which owned the art before World War II have no legal recourse to claim the works because a Nazi law allowing their seizure without compensation has never been repealed.
  The Munich apartment is where Gurlitt kept the artworks handed down by his father, Hildebrand, according to Focus. Based in Hamburg before World War II, Hildebrand Gurlitt (1895-1956), was one of just four art dealers permitted by the Nazi authorities to sell artworks seized as ''degenerate'' from German museums from the end of 1938 to 1941.
  Though they were instructed to sell them abroad for hard currency, the four passed many on to fellow German dealers or kept them for themselves, according to the Free University's ''Degenerate Art'' website.
  Cornelius Gurlitt was held by officials investigating possible money laundering during a random check on a train from Switzerland to Munich. He was returning from Bern, where he had sold an artwork to the Galerie Kornfeld auction house, Focus said. The auction house denied the transaction.
  ''The last business and personal contact between Galerie Kornfeld and Cornelius Gurlitt goes back to 1990,'' the company said in an e-mailed statement yesterday. Gurlitt sold works confiscated during the Third Reich that his father had purchased cheaply in Berlin in 1938, and ''whose trade can't be challenged today,'' the auction house said.
  Overwhelming Art''The number of works is overwhelming,'' Monika Tatzkow, a provenance researcher and author of several books on Nazi-looted art, said in an interview from Berlin. If confirmed as genuine, ''it shows that a lot of time has to pass for some of this art to emerge from shady sources.''
  ''The federal government is supporting the Augsburg prosecutors with experts in the field of so-called degenerate art,'' German chancellor Angela Merkel's spokesman Steffen Seibert said in a Berlin news conference. ''Of course we can't comment on the investigation. The government has been kept informed of this case for several months now.''
  Hildebrand Gurlitt ''is well known as a red-flag name,'' said Robert Edsel, whose book ''The Monuments Men,'' an account of the taskforce assigned to rescue European cultural artifacts during World War II, has been made into a film by George Clooney to be released in February. Edsel spoke by telephone from Dallas yesterday.
  Degenerate Thefts''If you see any work of art that he was involved with in terms of provenance, if his name crops up, there's a high likelihood that it was stolen or that it has come out of one of Germany's museums as one of the degenerate art pieces,'' Edsel said.
  Customs authorities in Munich declined to comment on the report, citing confidentiality rules.
  ''As important a story as this is -- why have the Bavarian authorities been sitting on them for two years?'' said Anne Webber, co-chair of the Commission for Looted Art in Europe, a London-based organization which helps families recover art seized by the Nazis. ''Bavaria needs to publish a list of these works as soon as possible.''
  Matisse PortraitThe works include a painting entitled ''Portrait of a Lady'' by Henri Matisse that once belonged to Jewish art collector Paul Rosenberg, Focus said.
  Rosenberg -- whose granddaughter is Anne Sinclair, the journalist and estranged wife of former International Monetary Fund Managing Director Dominique Strauss-Kahn -- was forced to leave his collection behind when he fled the Nazis, Focus said. Gurlitt kept the artworks and sold some as a source of income over the years, the magazine reported.
  Works by Emil Nolde, Franz Marc, Paul Klee, Oskar Kokoschka, Ernst Ludwig Kirchner, Max Liebermann and Albrecht Duerer were also discovered in the raid, it said.
  ''This is not the end of it,'' Edsel said. ''As the World War II generation passes over the next five years, we're going to see more of this stuff coming out: paintings on walls, in attics from World War II veterans of all sides. We're going to find more of these. I don't know necessarily of this sort of scale, but we're going to see more of it.''
  Muse highlights include Martin Gayford on European art, Greg Evans on U.S. television, Amanda Gordon's Scene Last Night and Philip Boroff on U.S. theater.
  To contact the reporters on this story: Angela Cullen in Frankfurt at acullen8@bloomberg.net; Alex Webb in Munich at awebb25@bloomberg.net: Catherine Hickley in Berlin at chickley@bloomberg.net.
  To contact the editor responsible for this story: Manuela Hoelterhoff at mhoelterhoff@bloomberg.net.
VIDEO-B.C. school bans kindergarteners from touching each other | CTV British Columbia News
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 16:11
  CTV British ColumbiaPublished Monday, November 4, 2013 10:09PM PSTLast Updated Monday, November 4, 2013 10:12PM PST
  A Langley elementary school has banned kindergarten students from touching each other at recess, a policy some parents think is both unnecessary and unworkable.
  Mom Julie Chen said she was shocked when she received a letter sent home with Coghlan Fundamental Elementary students on Friday outlining the new hands-off rule.
  ''I can't imagine little kids not being able to hug each other or help each other on the playground,'' Chen told CTV News. ''No tag, no hugging, no touching at all.''
  The letter blames the ban on playground injuries that have resulted from games and other forms of hands-on play during recess.
  It calls on parents to talk to their children about the ban and encourage them to play imaginary games that don't involve fighting.
  ''We will have a zero-tolerance policy with regards to hands-on play, resulting in the missing of playtime and trips to the office for those who are unable to follow the rules,'' it reads.
  School district spokesman Ken Hoff said Coghlan Fundamental was simply responding to parents' complaints about rough play during recess, and that students won't be severally penalized for slipping up.
  ''It wasn't meant to be an instantaneous situation where the hammer is just going to drop if a child touches another child,'' Hoff said. ''I think what it was meant to convey is we are taking the issue seriously.''
  Hoff said the school intends to start from a zero-touching approach and gradually reintroduce appropriate playground behaviour.
  Parents like Chen feel it's still too extreme.
  ''I get that kids have to have rules but at some point, where do we draw the line?'' she said. ''I am not going to tell my daughter she can't touch her friends at school. I am going to teach her boundaries.''
  With a report from CTV British Columbia's Shannon Paterson
VIDEO-Global Public Square
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 16:05
  By Fareed Zakaria
  The revelations about the U.S. National Security Agency and its spying on foreign '' even allied leaders '' has been embarrassing for the Obama administration at a time when it hardly needs more bad news. Last week, European leaders reacted angrily to claims that the United States had been eavesdropping on calls, including listening in on German Chancellor Angela Merkel's cell phone.
  The revelations prompted Merkel to warn relations with the U.S. had been severely shaken. But is all this more than just an embarrassment? And should it raise alarms abroad and at home?
  At first glance, this is a story that is less about ethics and more about power '' the great power gap between the United States and other countries, even rich European ones. The most illuminating response to the revelations came from Bernard Kouchner, formerly the foreign minister of France. He said in a radio interview: "Let's be honest, we eavesdrop too. Everyone is listening to everyone else." Kouchner went on to add "we don't have the same means as the United States, which makes us jealous."
  America spends tens of billions of dollars on intelligence collection. It's hard to get the data to make good comparisons, but it's safe to assume that Washington's intelligence budget dwarfs that of other countries just as it does with defense spending.
  It has seemed particularly strange that this rift should develop between the United States and its closest allies in Europe. But it was predictable and in fact, in a sense, predicted.
  More from GPS: Intelligence situation unacceptable
  In 2002, the British diplomat Robert Cooper wrote an influential essay in which he argued that Europe had become a "postmodern" international system in which force was no longer a serious option. Instead, economic interdependence and cooperation were the governing ideas of statecraft. And certainly when one looks at the European Union, this does seem to describe its reality. The prospect of war between France and Germany '' which had gone to war three times between 1870 and 1950 '' seems utterly impossible.
  But outside of Europe, the world is not post-modern. Cooper argues that the solution is "double standards." Within Europe, one set of rules. Outside it, he recommends ''rougher methods of an earlier era '' force, preemptive attack, deception, whatever is necessary.''
  ''Among ourselves we keep the law, but when operating in the jungle, we must use the laws of the jungle,'' Cooper wrote in Re-Ordering the World.
  This is what was violated by the NSA activities. Washington was playing by the laws of the jungle, but inside Europe's system. Partly this is because the distinction is not easy to maintain: what if you're looking for terrorists within Europe, that is, people who still play by the laws of the jungle '' or even worse.
  More from CNN: 5 things to know
  America as a global power is operating all over the world, trying to tackle some of the nastiest threats out there. Perhaps it doesn't have the luxury to retreat to a garden and renounce nasty tactics. If it did, it's not likely that China, Russia, Iran '' not to mention al Qaeda '' would follow suit.
  But precisely because Washington has to get its hands dirty, it should be smart about this. The rewards of spying on friendly heads of government are probably outweighed by the risks. And most troubling, it's not clear that many of these specific activities were clearly thought through and directed by the White House. Nor do they appear to have been vetted by Congress. At least, not thoroughly enough.
  In the wake of 9/11, America got scared and dropped any sense of constraints on its intelligence activities. It is not an accident that the eavesdropping on Chancellor Merkel began in 2002. But the fact that technology now allows the NSA to do anything doesn't mean it should do everything. We need a better and clearer set of rules for intelligence activity. And we need confidence that these rules are being followed and observed.
Business Insider
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 13:22
  The stock market is at an all-time high. Tech startups with no revenue have billion-dollar valuations. And engineers are demanding Tesla sports cars just to show up at work.
  Here's the evidence that we're in a new tech bubble, heading for a crash, just like the dot com bust of 1999.
  Interest rates are effectively at 0%.Before we get into specific evidence that the tech sector is inflated, it's worth restating the macro-economic context: Interest rates are basically at zero and have been for some time. When borrowers are paying close to zero interest on loans, that makes money cheap to get. This chart shows the Fed's target rate for interest since 1970.People with money generally have a choice: save it in interest-paying, risk-free bank accounts or invest it in riskier assets that may pay more money over time. When interest is at zero, virtually any other kind of investment is likely to pay more because the risk-free alternative is so lousy. So investment asset bubbles get created. Stocks tend to go up.
  The stock market is at a peak, which is exactly what you'd expect in a zero-interest environment.Yahoo Finance / Jim Edwards
  We've had five years of solid growth in stocks. People who have invested in stocks in the last five years now feel very, very rich. What could possibly go wrong?The market moves up and down, in cycles, as this chart of the S&P 500 stocks shows.
  We're due for a downturn.
  (BlackRock CEO Laurence D. Fink, whose company manages $4.1 trillion in assets, agrees that the Federal Reserve is creating ''bubble-like markets.'')
  In the tech sector specifically, there has been a recent run-up in deal prices.This chart was published by PriceWaterhouseCoopers, which tracks merger and acquisition activity in the tech sector.It notes that "software deal volume tripled that of the second quarter."
  The driving force?
  High stock prices and corporate giants who are rich with cash and need to invest it, PwC says.
  It's not just tech asset prices that are high. Salaries are high, too.While unemployment generally may be high, in the tech sector it is very low.
  REUTERS/Edgar Su
  Tech companies, led by Mark Zuckerberg at Facebook, are lobbying Congress to relax immigration rules so they can hire more foreign talent because they believe domestic talent has gotten too scarce and too expensive. It's driving up wages bills like crazy. Matt Allen, a tech recruiter at Vertical Move, told me recently:We're experiencing first hand greater insanity than the dot-com days when Interwoven Software was pulling out BMW Z3's for engineers who joined. Instead, we're seeing sign-on bonuses for individuals five-years out of school in the $60,000 range. Candidates queuing-up six, eight or more offers and haggling over a few thousand-dollar differences among the offers. Engineers accepting offers and then fifteen minutes before they're supposed to start on a Monday, emailing (not calling) to explain they found something better elsewhere.
  That suggests that wages in tech are in a bubble.
  Want an example?
  Twitter svp/technology Chris Fry got a $10 million pay packet. He only joined the company last year.Twitter
  Twitter's Chris Fry comes with a high price.
  Fry is paid more in annual compensation that Jack Dorsey, the chairman of Twitter's board and the founder of the company.That's how much the price of wages has risen in the tech world. Fry is not a one-off event. Facebook's vp/engineering, Mike Schroepfer, got $24.4 million in 2011, Reuters noted:
  One start-up offered a coveted engineer a year's lease on a Tesla sedan, which costs in the neighborhood of $1,000 a month, said venture capitalist Venky Ganesan. He declined to identify the company, which his firm has invested in.
  It's not just wages that are expensive. Company valuations are rising too. Supercell, the game company, just raised $1.5 billion in new funding at a valuation of $3 billion. Supercell has real revenue '-- $178 million in Q1 alone. But you've got to question the logic of the people doing the deal: Investor Masayoshi Son, the founder of Softbank, believes he has a "300-year vision" of the future.
  Even the CEO of Supercell thought he was joking when he first heard about it.
  Companies with broken business models are highly valued.Jason / Goldberg / Facebook
  Fab CEO Jason Goldberg
  Fab.com, the design retailer, recently raised $165 million in new investment this year, for a total of $336 million in all venture funding. It did so despite laying off 440 employees after deciding that the flash sales model '-- in which customers are asked to suddenly purchase a daily deal '-- doesn't work. It was Fab's second business model "pivot" '-- the company started life as a gay community site.We're not saying Fab is going out of business. We're saying that Fab's backers have been fabulously generous.
  Companies without meaningful revenue are highly valued.Pinterest just raised $225 million in new investment funding, a stake that values the company at $3.8 billion. That valuation is fictional, of course. It's based on the notion that the company could be sold or go public at that price. That price is 10 times what investors have actually plowed into the company.To be clear, Pinterest is showing every sign of turning into a great company. It has already solidified a role for itself as a key referrer of online retail and e-commerce traffic.
  But still, this is a company that currently is rumored to make only between $9 million and $45 million in revenue.
  Companies with no revenue at all are highly valued.Snapchat / Apple iTunes
  Snapchat is rumored to be raising a new round of funding that values the company at $3.6 billion on paper.This company has zero revenues.
  Zero.
  And it's not easy to see how it might make money: It's defining product deletes itself after just a few seconds.
  The last time we saw companies with no revenue receiving high valuations from investors was right before the 1999/2000 dot com crash.
  Yahoo is again paying top dollar for companies with no meaningful revenue, just like it did in 1999.Wikimedia, CC
  Tumblr's David Karp and Yahoo's Marissa Mayer
  Yahoo recently paid $1.1 billion to acquire Tumblr, the social blog network. Tumblr's revenues are so small Yahoo isn't required to mention them in its financial statements '-- they just don't move the needle.Again, to be clear, Tumblr is actually an excellent product with 50 million users. But for Yahoo to make money on this deal Tumblr will have to generate profits after sales of greater than $1.1 billion.
  My sources tell me that with the right adtech, Tumblr could generate several hundred million in ad sales revenue over the years. But they don't believe Yahoo will ever get its money back on the deal.
  This is significant because Yahoo does not have a good track record when it comes to buying in a bubble. In 1999, right before the last tech crash, it bought Broadcast.com for $5.9 billion in stock and GeoCities for $3.57 billion. Neither business had meaningful revenue and both have since been shuttered.
  Companies are making dumb decisions: This startup chose beef jerky over a 401 (k) plan.The New Yorker recently wrote:Hunter Walk, an entrepreneur who recently co-founded an early-phase venture firm called Homebrew, told me about a startup where he'd previously worked. The company had needed to figure out whether to spend its limited budget on beef jerky to keep around the office or 401k plans for the staff. ''We put it to a vote: 'Do you want a 401k or jerky?' '' he explained. ''The vote was unanimously for jerky. The thought was that well-fed developers could create value better than the stock market.''
  Correction: Walk now tells me that the beef jerky incident happened in 2001. The New Yorker presents the anecdote as if it were current. Nonetheless, there are plenty of companies making dumb decisions. For instance ...
  Companies are making dumb decisions (part 2): There are more Facebook ad agencies than regular ad agencies.Facebook has about 300 so-called Preferred Marketing Developers. They all do one of just four things: Place ads on Facebook, manage Facebook pages for companies, provide social media analytics, and create marketing apps for Facebook. They are basically ad agencies, in the sense that advertising clients hire them to promote their brands via Facebook.
  But there are more Facebook PMDs than there are major ad agencies in the U.S., even though the non-Facebook ad business is many times the size of Facebook. Not all of these companies will survive, and a few have recently realized that there is not enough money to support them all. Even Facebook has moved to cull the herd.
  Serious investors are beginning to suspect a tech bubble has formed, and that a crash is coming.Art Cashin, the the director of floor operations for UBS Financial Services, has been around the block. He recently worried that he he was seeing things that reminded him of 1999:"I do worry a little bit that we're beginning to hear things that are reminiscent of the 1999-2000 period'--the number of hits, the number of eyeballs," said Cashin, ...
  "I think if we hold to the old tried-and-true'--how many dollars are coming in'--then we might be better served," Cashin said. " But people are extrapolating, in some way, in a manner similar to the way they did in 1999-2000."
  "For an old fogy like me," the trend of extrapolating future earnings based on users and viewers "gets the warning flags flying," Cashin said.
  Andreessen Horowitz is pulling up the ladder.Andreessen Horowitz is is the sine qua non of Silicon Valley investor groups. It had stakes in Facebook, Twitter, Pinterest, Groupon and Zynga. Now it is saying it will no longer invest in early stage consumer-oriented startups.They're done.
  Andreessen is interested more in later stage and business-to-business-oriented companies. Companies with actual prospects of real revenue, in other words.
  This, arguably, is the kind of "flight to quality" you often see when asset prices and stocks start falling. What does Andreessen know that we don't?
  One of the most legendary tech investors, Tim Draper, thinks we're at the end of the curve.Timothy Draper is the founder of Draper Fisher Jurvetson, a venture capital outfit that has invested in dozens of tech startups. He's been around since the days when Hotmail was the big new thing. He recently told The New Yorker that he believed tech venture capital may have reached the top of its cycle:
  ''I'll draw you the cycle,'' he said, taking my notepad and pen. He scrawled a large zigzag across the page. ''This is a weird shark's tooth that I kind of came up with. We'll call it the Emotional Market of Venture Capital, or the Draper Wave.'' He labeled all the valleys of the zigzag with the approximate years of low markets and recessions: 1957, 1968, 1974, 1983, and on. The lower teeth he labeled alternately ''PE,'' for private equity, and ''VC,'' for venture capital. Draper's theory is that venture booms always follow private-equity crashes. ''After a recession, people lose their jobs, and start thinking, Well, I can do better than they did. Why don't I start a company? So then they start companies, and interesting things start happening, and then there's a boom.'' Eventually, though, venture capitalists get ''sloppy'''--they assume that anything they touch will turn to gold'--and the venture market crashes. Then private-equity people streamline the system, and the cycle starts again. Right now, Draper suggested, we're on a venture-market upswing. He circled the last zigzag on his diagram: the line rose and then abruptly ended.
  "Abruptly ended"?
  Let's hope he's wrong.
Employment Non-Discrimination Act - Wikipedia, the free encyclopedia
  Link to Article
  Archived Version
  Tue, 05 Nov 2013 13:13
  The Employment Non-Discrimination Act (ENDA) is legislation proposed in the United States Congress that would prohibit discrimination in hiring and employment on the basis of sexual orientation or gender identity by civilian, nonreligious employers with at least 15 employees.
  ENDA has been introduced in every Congress since 1994 except the 109th. Similar legislation has been introduced without passage since 1974.[1] The bill gained its best chance at passing after the Democratic Party broke twelve years of Republican Congressional rule in the 2006 midterm elections. In 2007, gender identity protections were added to the legislation for the first time. Some sponsors believed that even with a Democratic majority, ENDA did not have enough votes to pass the House of Representatives with transgender inclusion and dropped it from the bill, which passed the House and then died in the Senate. President George W. Bush threatened to veto the measure. LGBT advocacy organizations and the LGBT community were divided over support of the modified bill.
  In 2009, following Democratic gains in the 2008 elections, and after the divisiveness of the 2007 debate, Rep. Barney Frank introduced a transgender-inclusive version of ENDA. He introduced it again in 2011, and Sen. Jeff Merkley introduced it in the Senate. President Barack Obama supports the bill's passage.
  Evidence of employment discrimination on the basis of sexual orientation and gender identityEditIn states that have anti-discrimination policies in place, LGB complaints are equivalent to the number of complaints filed based on sex and fewer than the number of complaints filed based on race.[2][3][4]
  The Williams Institute estimates the number of LGBT employees as follows: 7 million private sector employees, 1 million state and local employees, and 200,000 employees of the federal government. Thirty percent of state and local LGBT employees live in California and New York. In comparison, LGB people make up only one half of one percent of state and local employees in Montana, North Dakota and Wyoming combined.[5] This suggests that the need for policies to address discrimination may vary markedly from state to state. Surveys that seek to document discrimination on the basis of perceived sexual orientation and/or gender identity are often conducted with a pool of self identified LGBT people, making it difficult to ascertain the impact of this type of discrimination on non-LGBT individuals.
  One source of evidence for hiring discrimination against openly gay men comes from a field experiment that sent two fictitious but realistic resumes to roughly 1,700 entry-level job openings. The two resumes were very similar in terms of the applicant's qualifications, but one resume for each opening mentioned that the applicant had been part of a gay organization in college. The results showed that applicants without the gay signal had an 11.5 percent chance of being called for an interview; openly gay applicants had only a 7.2 percent chance. The callback gap varied widely according to the location of the job. Most of the overall gap detected in the study was driven by the Southern and Midwestern states in the sample '-- Texas, Florida, and Ohio. The Western and Northeastern states in the sample (California, Nevada, Pennsylvania, and New York) had only small and statistically insignificant callback gaps.[6]
  Transgender people may experience higher rates of discrimination than the LGB population. A survey of transgender and gender non-conforming people conducted by the National Center for Transgender Equality found 90 percent of respondents experienced harassment, mistreatment, or discrimination on the job or took actions like hiding who they are to avoid it.[7] In comparison, a review of studies conducted by the Williams Institute in 2007 found that transgender people experienced employment discrimination at a rate 15 to 57 percent.[8]
  It is unclear whether LGBT individuals earn more or less than the general population. In a survey conducted by Harris Interactive, 38 percent of LGBT people report incomes less than $35,000, compared to 33 percent of all U.S. adults over age 18.[9] Some organizations believe that no such gap exists, and that LGBT people may in fact have higher incomes than non-LGBT families. The American Family Association (AFA) argues that homosexuals as a class enjoy privileged, rather than disadvantaged, economic and cultural positions in society and that their household income is above average.[10]
  ProvisionsEditThe current version of the bill under consideration in Congress prohibits private employers with more than 15 employees from discriminating on the basis of sexual orientation or gender identity. Religious organizations are provided an exception from this protection, similar to that found in the Civil Rights Act of 1964. Non-profit membership-only clubs, except labor unions, are similarly exempt.
  All versions of the bill, irrespective of the military's changing policies with respect to service by open gays and lesbians, have provided an exclusion for the military as an employer of members of the armed forces, though not as an employer of civilians.[11]
  Since the 111th Congress, the legislation has included language to prevent any reading of the law as a modification of the federal definition of marriage established in the Defense of Marriage Act (1995).[12] Since the 110th Congress, a related provision aimed at non-marital legal relations like civil unions and domestic partnerships prevents requiring an employer to treat unmarried and married couples similarly.[13]
  Legislative activityEditOn May 14, 1974, the fifth anniversary of the Stonewall Rebellion, Reps. Bella Abzug (D-NY) and Ed Koch (D-NY) introduced H.R. 14752, the "Equality Act", which would have added sexual orientation to the protected classes specified in the Civil Rights Act of 1964, prohibited discrimination in employment and access to public accommodations and facilities.[14]
  Senate vote on Employment Nondiscrimination Act of 1996.[15] Both yes
  One yes, one didn't vote
  One yes, one no
  Both no
  In the early 1990s, supporters of the legislation decided to focus on employment. Rep. Gerry Studds introduced the Employment Non-Discrimination Act on June 23, 1994.[16] The legislation failed in 1994 and 1995.[17] In 1996, the bill failed on a 49-50 vote in the Senate and was not voted on in the House.[18][19] Its level of support in the Senate may have represented an attempt by some to compensate for their recent support of the Defense of Marriage Act (DOMA), which prohibited the federal government from recognizing same-sex marriages.[citation needed] These early versions of ENDA did not include provisions to protect transgender people from discrimination[20] and ENDA was not introduced in the 109th Congress.
  110th CongressEditIn the 110th United States Congress there were two versions of the bill, both of which provided employment protections similar to Title VII of the Civil Rights Act of 1964.[21] Reps. Barney Frank, Chris Shays, Tammy Baldwin, and Deborah Pryce introduced H.R. 2015 on April 24, 2007. It included gender identity within its protections. It defined gender identity as "gender-related identity, appearance, or mannerisms or other gender-related characteristics of an individual, with or without regard to the individual's designated sex at birth." It allowed employers to require adherence "to the same dress or grooming standards for the gender to which the employee has transitioned or is transitioning."[22]
  House vote on Sexual Orientation Employment Nondiscrimination Act of 2007 by congressional district.[23] Democratic aye
  Republican aye
  Abstention or no representative seated
  Democratic no
  Republican no
  When that bill died in committee, Frank introduced H.R. 3685 on September 27, 2007, which did not include gender identity and contained exemptions concerning employer dress codes. It was endorsed by the Education and Labor Committee on October 18 and the House of Representatives passed it on November 7, 2007, by a vote of 235 to 184, with 14 members not voting.[24] Frank introduced a separate piece of legislation to prohibit discrimination in employment on the basis of gender identity.[25]
  Some LGBT activist organizations refused to support H.R. 3685 because of its failure to cover gender identity.[26][27] An exception was the Human Rights Campaign, which received wide criticism from the LGBT community for supporting a non-inclusive ENDA.[28] The LGBT activist organizations that refused to support H.R. 3685 argued that not including transgender people undermined the underlying principle of ENDA.[29] They claimed that failure to include gender identity/expression weakened the protection for the portion of the LGBT population that most needed its protections: gender non-conforming people, who they claimed are discriminated against in greater numbers than their gender-conforming compatriots[citation needed]. Others argued that this was ENDA's best chance of passing Congress in thirty years, that civil rights victories have historically been incremental, that concerns about the legislation's protections were unfounded, and that forgoing a chance to provide immediate workplace protections to millions of lesbians, gays and bisexuals was politically and morally wrong.[30]
  111th CongressEditOn June 24, 2009, Frank introduced H.R. 3017 to ban workplace discrimination based on sexual orientation and gender identity,[31] with 114 original cosponsors, up from 62 cosponsors for the trans-inclusive bill of 2007."[31] The lead Republican cosponsor was Rep. Ileana Ros-Lehtinen (R-FL).[32]Republican Main Street Partnership members Mark Kirk (R-IL), Mike Castle (R-DE), Todd Russell Platts (R-PA), Judy Biggert (R-IL), and Leonard Lance (R-NJ) were among the original cosponsors.[33] The bill was referred to the House Education and Labor Committee, which held a hearing on the legislation on September 23, 2009.[34] At the end of the 111th Congress, H.R. 3017 had 203 cosponsors in the House.[35]
  On August 5, 2009, Sen. Jeff Merkley introduced ENDA legislation (S. 1584) that included gender identity,[36] with 38 original cosponsors including Sens. Ted Kennedy (D-MA), Susan Collins (R-ME), Olympia Snowe (R-ME) and Chris Dodd (D-CT).[37] Sen. Merkley said "It's certainly possible that this could be passed by year's end, though the [congressional] schedule is very crowded."[38] As of March 13, 2010, S. 1584 had 45 co-sponsors and was pending before the Health, Education, Labor, and Pensions (HELP) Committee,[36] which held a hearing on the legislation on November 5, 2009.[39]
  112th CongressEditOn April 6, 2011, Frank introduced an ENDA bill (H.R. 1397) in the House to ban workplace discrimination based on sexual orientation and gender identity.[40]
  On April 14, 2011, Sen. Jeff Merkley introduced an ENDA bill (S. 811) in the Senate.[41] The bill had 39 original cosponsors. On June 19, 2012, the Senate Committee on Health, Education, Labor & Pensions held a hearing on the bill, the first such hearing to include testimony by a transgender witness.[42]
  113th CongressEditOn April 25, 2013, Rep. Jared Polis (D-Colo.) introduced an ENDA bill in the House (H.R. 1755) and Sen. Jeff Merkley (D-Ore.) introduced an ENDA bill in the Senate (S. 815).[43]
  On July 10, 2013, the Senate Health, Education, Labor & Pensions Committee approved ENDA by a 15-7 vote. Senator Lamar Alexander announced he would offer 3 amendments when the Senate takes up the measure.[44]
  A cloture vote in the Senate was held on November 4, 2013, with 61 voting in favor and 30 against, allowing the Senate to avoid a filibuster and to hold a vote in the following days.[45][46] Republican Senators Kelly Ayotte, Sen. Susan Collins, Sen. Orrin Hatch, Sen. Dean Heller, Sen. Mark Kirk, Sen. Rob Portman, and Sen. Pat Toomey voted for cloture.[47]
  ArgumentsEditIn favor of ENDAEditMost proponents of the law[who?] intend it to address cases where gay, lesbian, bisexual, and transgender employees have been discriminated against by their employers because of their sexual orientation or gender identity. Currently, these employees are unable to find protection in the courts because sexual orientation is not considered to be a suspect class by the federal courts and by many U.S. states. Proponents argue that such a law is appropriate in light of the United States Constitution's guarantees of equal protection and due process to all. Advocates argue that homosexuality is not a "choice" but a personal identity, a claim supported by the American Psychology Association (APA), and that all working people have a right to be judged by the quality of their work performance and not by completely unrelated factors.[48] According to a study published in 2001 by the Williams Institute at the UCLA School of Law, reports of discrimination based on sexual orientation are roughly equal to those on race or gender.[49] The APA also states that there is significant discrimination against homosexuals in the workforce.[48]
  The Congressional Budget Office in 2002 estimated that the Equal Employment Opportunity Commission's complaint caseload would rise by 5 to 7% as a result of the proposed law.[50] Assessments of the impact of comparable state policies also show a minimal impact on caseload.[51] Regarding constitutionality, the act incorporates language similar to that of Title VII of the Civil Rights Act of 1964,[21] which has consistently been upheld by the courts.
  In 1994, Barry Goldwater, a hero among the conservative and libertarian movements, became honorary chairman of a drive to pass a federal law preventing job discrimination on the bias of sexual orientation.[52]
  In opposition to ENDAEditEd Vitagliano, director of research for the American Family Association (AFA), a conservative Christian organization, wrote in 2007 that there was "no real problem of discrimination against homosexuals."[53] He expressed concern about the impact of anti-discrimination laws on religious organizations. He cited a lack of clarity around whether the narrow exemption would apply to support staff and lay employees in addition to churches and clergy.[10] Consumer surveys show that self-identified gay individuals likely have higher incomes than the average US household,[54] and ENDA opponents argue that many gay people hold positions of cultural influence as well.[53]
  Another conservative Christian group, the Traditional Values Coalition (TVC), claims that the legislation would have a negative impact on school children by eliminating schools' ability to avoid hiring transgender teachers. The group claims that parents are not being adequately informed of the presence of transgender teachers in their children's classrooms. It argues that children should not be "subjected to [a transgender] man's bizarre sexual transformation", claiming that transgender individuals are "seriously mentally disturbed". The TVC argues that individuals cannot change their sex, even with surgery, and that it is impossible to transition from one sex to another.[55]
  Libertarians argue that laws against private sector discrimination are acts of coercion that infringe on employers' property rights and freedom of association.[56]
  The Catholic Church said ENDA goes beyond prohibiting unjust discrimination and poses several problems. It notes, for example, that the bill: (1) lacks an exception for a "bona fide occupational qualification," which exists for every other category of discrimination under Title VII of the Civil Rights Act, except for race; (2) lacks a distinction between homosexual inclination and conduct, thus affirming and protecting extramarital sexual conduct; (3) supports the redefinition of marriage, as state-level laws like ENDA have been invoked in state court decisions finding marriage discriminatory or irrational; (4) rejects the biological basis of gender by defining "gender identity" as something people may choose at variance with their biological sex; and (5) threatens religious liberty by punishing as discrimination the religious or moral disapproval of same-sex sexual conduct, while protecting only some religious employers.[57]
  Legislative historyEditCongressShort titleBill number(s)Gender identity included?Date introducedSponsor(s)# of cosponsorsLatest status103rd CongressEmployment Non-Discrimination Act of 1994H.R. 4636NoJune 23, 1994Gerry Studds(D-MA)137Died in the House Subcommittee on Select Education and Civil RightsS. 2238NoJuly 29, 1994Ted Kennedy(D-MA)30Died in the Senate Committee on Labor and Human Resources104th CongressEmployment Non-Discrimination Act of 1995H.R. 1863NoJune 15, 1995Gerry Studds(D-MA)142Died in the House Subcommittee on the ConstitutionS. 932NoJune 15, 1995Jim Jeffords(R-VT)30Died in the Senate Committee on Labor and Human ResourcesS. 2056NoSeptember 5, 1996Ted Kennedy(D-MA)3Failed in Senate (49-50)105th CongressEmployment Non-Discrimination Act of 1997H.R. 1858NoJune 10, 1997Christopher Shays(R-CT)140Died in the House Subcommittee on Employer-Employee RelationsS. 869NoJune 10, 1997Jim Jeffords(R-VT)34Died in the Senate Committee on Labor and Human Resources106th CongressEmployment Non-Discrimination Act of 1999H.R. 2355NoJune 24, 1999Christopher Shays(R-CT)173Died in the House Subcommittee on Employer-Employee RelationsS. 1276NoJune 24, 1999Jim Jeffords(R-VT)36Died in the Senate Committee on Health, Education, Labor, and Pensions107th CongressEmployment Non-Discrimination Act of 2001H.R. 2692NoJuly 31, 2001Christopher Shays(R-CT)193Died in the House Subcommittee on Employer-Employee RelationsEmployment Non-Discrimination Act of 2002S. 1284NoJuly 31, 2001Ted Kennedy(D-MA)44Died in the Senate108th CongressEmployment Non-Discrimination Act of 2003H.R. 3285NoOctober 8, 2003Christopher Shays(R-CT)180Died in the House Subcommittee on Employer-Employee RelationsS. 1705NoOctober 2, 2003Ted Kennedy(D-MA)43Died in the Senate Committee on Health, Education, Labor, and Pensions110th CongressEmployment Non-Discrimination Act of 2007H.R. 2015YesApril 24, 2007Barney Frank(D-MA)184Died in the House Subcommittee on the Constitution, Civil Rights and Civil LibertiesH.R. 3685NoSeptember 27, 2007Barney Frank(D-MA)9Passed the House (235''184), died in the Senate111th CongressEmployment Non-Discrimination Act of 2009H.R. 3017YesJune 24, 2009Barney Frank(D-MA)203Died in the Judiciary, House Administration, Education and Labor, and Oversight and Government Reform committees. Hearings held September 23, 2009 in Education and Labor committee.H.R. 2981YesJune 19, 2009Barney Frank(D-MA)12Died in the House Judiciary CommitteeS. 1584YesAugust 5, 2009Jeff Merkley(D-OR)45Died in the Senate Health, Education, Labor, and Pensions Committee Hearings held November 5, 2009.112th CongressEmployment Non-Discrimination Act of 2011H.R. 1397YesApril 6, 2011Barney Frank(D-MA)171Referred to the Education and the Workforce, House Administration, Oversight and Government Reform, and Judiciary committees.S. 811YesApril 14, 2011Jeff Merkley(D-OR)43Referred to the Health, Education, Labor, and Pensions committee.113th CongressEmployment Non-Discrimination Act of 2013H.R. 1755YesApril 25, 2013Jared Polis(D-CO)193Referred to the Education and the Workforce, House Administration, Oversight and Government Reform, and Judiciary committees.S. 815YesApril 25, 2013Jeff Merkley(D-OR)55Passed the Health, Education, Labor, and Pensions committee (15-7), referred to the Senate floor.ReferencesEdit^"Nondiscrimination legislation historical timeline". National Gay and Lesbian Task Force. Retrieved November 1, 2011. ^"The State of the Workplace: for Lesbian, Gay, Bisexual, and Transgender Americans". Human Rights Campaign. ^Evidence Discrimination based on sexual orientation occurs at a similar rate as sex and race at 4.7 per 10,000, as compared to discrimination based on sex at 5.4 and race at 6.5.^Ramos, Christopher. "Evidence of Employment Discrimination on the Basis of Sexual Orientation and Gender Identity: Complaints Filed with State Enforcement Agencies, 1999-2007". The Williams Institute. Retrieved April 30, 2011. ^"Estimates of LGBT Public Employees". The Williams Institute. Retrieved Accessed April 30, 2011. ^Tilcsik, A. (2011). Pride and prejudice: Employment discrimination against openly gay men in the United States. American Journal of Sociology, 117, 586''626.^Grant, Jamie M. "Injustice at Every Turn: A Report of the National Transgender Discrimination Survey.". National Center for Transgender Equality and National Gay and Lesbian Task Force. ^Badgette, M.V. Lee. "Bias in the Workplace: Consistent Evidence of Sexual Orientation and Gender Identity Discrimination". The Williams Institute. ^Witeck, Bob. "Ending Employment Discrimination in America: Lies, Damned Lies and Statistics About America's LGBT Families". ^ abVitagliano, Ed. "How ENDA Could Begin an Uncivil War". American Family Association Journal. Retrieved April 30, 2011. ^103rd Congress: "For purposes of this Act, the term 'employment or employment opportunities' does not apply to the relationship between the United States and members of the Armed Forces."; 112th Congress: "In this Act, the term 'employment' does not apply to the relationship between the United States and members of the Armed Forces."^111th and 112th Congresses: "In this Act, the term 'married' refers to marriage as such term is defined in section 7 of title 1, United States Code (commonly known as the 'Defense of Marriage Act')."^112th Congress: "Nothing in this Act shall be construed to require a covered entity to treat an unmarried couple in the same manner as the covered entity treats a married couple for purposes of employee benefits."^(October 13, 2007) U.S. Congressmember Bella S. Abzug Stonewall.org. Accessed October 20, 2007.^S 2056 - Employment Nondiscrimination Act of 1996 - Voting Record^[Congressional Record, 103rd Congress, 2d Session, 140 Cong. Rec. E 1311; Vol. 140 No. 81 (June 23, 1994).]^Wendland, Joel. (April 9, 2007) A New Beginning for ENDA The Williams Institute, UCLA School of Law. Accessed October 20, 2007.^Bull, Chris. (May 13, 1997) No ENDA in sight - Employment Non-Discrimination Act of 1996 The Advocate. Accessed October 20, 2007.^Manley, Roslyn. (June 17, 2003) New "Unified" Bill to Replace ENDA: A Left Coast Perspective TG Crossroads. Accessed October 20, 2007; MetroWeekly: Chris Geidner, "Double Defeat," September 15, 2011, accessed February 10, 2012^H.R. 3685^ abCivil Rights Act of 1964^Weiss, Jillian Todd. (April 26, 2007) The text of ENDA Transgender Workplace Diversity Blog. Accessed October 20, 2007.^H.R. 3685 (110th): Employment Non-Discrimination Act of 2007 (On Passage of the Bill)^Final Vote Results For HR 3685^Eleveld, Kerry. (September 29, 2007) ENDA to Be Separated Into Two Bills: Sexual Orientation and Gender Identity The Advocate. Accessed October 20, 2007.^http://www.thetaskforce.org/activist_center/ENDA_oct1_letter^http://nosubstitutes.org^Schindler, Paul. (October 4, 2007) HRC Alone in Eschewing No-Compromise Stand Gay City News. Accessed October 8, 2007.^Smith, Nadine (September 29, 2007). "A Moment of Truth". The Bilerico Project. Retrieved March 22, 2012. ^Aravosis, John (October 8, 2007). "How did the T get in LGBT?". Salon.com. Retrieved March 22, 2012. ^ abFrank Introduces Trans-Inclusive ENDA|News|Advocate.com:^Johnson, Chris (November 30, 2011). "Pro-LGBT Republican endorses Romney". Washington Blade. Retrieved June 25, 2009. ^Search Results - THOMAS (Library of Congress)^"Congressional hearing on ENDA: great success!". Bilerico.com. ^Search Results - THOMAS (Library of Congress):^ abSearch Results - THOMAS (Library of Congress):^"Merkley, Collins, Kennedy, Snowe Introduce Legislation To End Workplace Discrimination, August 5, 2009". U.S. Senate. Retrieved October 6, 2012. ^Harmon, Andrew (August 5, 2009). "ENDA Possible by Year's End". The Advocate. Retrieved August 5, 2009. As Speaker of the Oregon House of Representatives, Merkley successfully managed the enactment of Oregon's state version of ENDA, the Oregon Equality Act. Teigen, Kristin (August 5, 2009). "Senator Jeff Merkley Introduces the Employment Non-Discrimination Act (ENDA)". BlueOregon (Mandate Media). Retrieved March 22, 2012. ^"Employment Non-Discrimination Act: Ensuring Opportunity for All Americans". Washington Blade. June 12, 2012. ^Geidner, Chris. "ENDA Introduced -- With 92 Fewer Co-Sponsors Than at the End of the 111th Congress". MetroWeekly. Retrieved April 7, 2011. ^"Merkley, Kirk, Harkin, Collins Introduce Legislation to End Workplace Discrimination". Office of Senator Jeff Merkley. Retrieved April 14, 2011. ^Johnson, Chris. "Trans advocate testifies before Senate on ENDA". Retrieved October 6, 2012. ^Benen, Steve. "ENDA introduced with bipartisan backing". Retrieved April 25, 2013. ^"Senate panel advances trans-inclusive ENDA". Washington Blade. ^"Reid sets up Senate vote Monday for ENDA". Washington Blade. October 31, 2013. ^"Gay rights advances in Senate". Politico. November 4, 2013. ^"ENDA Prevails in the Senate, 61-30". Sate. November 4, 2013. ^ abExamining the Employment Nondiscrimination Act (ENDA): The Scientists Perspective American Psychological Association. Accessed May 22, 2010.^Rubenstein, William B. (January 30, 2002) Do Gay Rights Laws Matter?: An Empirical Assessment The Williams Institute, UCLA School of Law. Accessed October 20, 2007.^(April 24, 2002) CBO Cost Estimate: S. 1284 Employment Non-Discrimination Act of 2002 Congressional Budget Office. Accessed October 20, 2007.^"Employment Discrimination against Lesbian, Gay, Bisexual, and Transgender People in Oklahoma". The Williams Institute. Retrieved May 1, 2011. ^"Barry Goldwater, GOP Hero, Dies". Washington Post. Retrieved November 2, 2013. ^ abViagliano, Ed (September 2007). "How ENDA could begin an Uncivil war". American Family Association Journal (American Family Association). Retrieved May 22, 2010. ^CMI's 3rd Annual Gay and Lesbian Consumer Index Community Marketing, Inc. Accessed May 22, 2010/^"Why It Matters". Traditional Values Coalition. Retrieved April 30, 2011. ^"Context Matters: A Better Libertarian Approach to Antidiscrimination Law". Cato Unbound. Retrieved December 12, 2012. ^"Questions and Answers About the Employee Non-Discrimination Act". United States Conference of Catholic Bishops. Retrieved November 4, 2013. External linksEdit
  Last modified on 5 November 2013, at 02:37
Employment Non-Discrimination Act of 2013 (S. 815) - GovTrack.us
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  Tue, 05 Nov 2013 12:55
  GovTrack's Bill SummaryWe don't have a summary available yet.
  Library of Congress SummaryThe summary below was written by the Congressional Research Service, which is a nonpartisan division of the Library of Congress.
  4/25/2013--Introduced.
  Employment Non-Discrimination Act of 2013 - Prohibits employment discrimination on the basis of actual or perceived sexual orientation or gender identity by covered entities (employers, employment agencies, labor organizations, or joint labor-management committees).
  Prohibits preferential treatment or quotas.
  Allows only disparate treatment claims.
  Prohibits related retaliation.
  Makes this Act inapplicable to:
  (1) religious organizations, and
  (2) the relationship between the United States and members of the Armed Forces. Declares that this Act does not repeal or modify any federal, state, territorial, or local law creating a special right or preference concerning employment for a veteran.
  Prohibits this Act from being construed to:
  (1) prohibit an employer from requiring an employee to adhere to reasonable dress or grooming standards, or
  (2) require the construction of new or additional facilities.
  Prohibits the Equal Employment Opportunity Commission (EEOC) from compelling collection or requiring production of statistics from covered entities on actual or perceived sexual orientation or gender identity.
  Provides for enforcement, including giving the EEOC, the Librarian of Congress (LOC), the Attorney General (DOJ), and U.S. courts the same enforcement powers as they have under specified provisions of the Civil Rights Act of 1964, the Government Employee Rights Act of 1991, and other specified laws.
  Allows actions and proceedings, subject to exception, against the United States and the states.
  House Republican Conference SummaryThe summary below was written by the House Republican Conference, which is the caucus of Republicans in the House of Representatives.
  No summary available.
  House Democratic Caucus SummaryThe House Democratic Caucus does not provide summaries of bills.
  So, yes, we display the House Republican Conference's summaries when available even if we do not have a Democratic summary available. That's because we feel it is better to give you as much information as possible, even if we cannot provide every viewpoint.
  We'll be looking for a source of summaries from the other side in the meanwhile.
Employment Non-Discrimination Act | American Civil Liberties Union
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  Archived Version
  Tue, 05 Nov 2013 12:54
  Employment discrimination against lesbian, gay, bisexual and transgender workers is pervasive and harmful. It violates core American values of fairness and equality by discriminating against qualified individuals based on characteristics unrelated to the job.
  Congress needs to act to ensure that LGBT individuals have the same workplace protections that apply based on race, color, religion, sex, national origin, age, and disability. The reality remains that it is legal to fire or refuse to hire someone based on his or her sexual orientation in 29 states. Those who are transgender can be fired or denied employment solely based on their gender identity in 33 states. Such numbers demonstrate the need for the federal government to expand employment non-discrimination protections to LGBT workers.
  This view is shared by the overwhelming majority of the American public, including majorities of self-identified Democrats, Republicans, and independents. A 2011 poll found that 73 percent of likely voters support protecting LGBT people from discrimination in employment. In addition, many large and small businesses '' including many federal contractors '' have already taken these steps on their own, and report that they have very few or no costs and actually reap longer-term benefits to their bottom lines (e.g. recruiting the best and brightest, minimizing turnover costs, increasing productivity, appeal to new markets, etc.).
  While passage of ENDA is critical for LGBT people across the country, the legislation's current, sweeping religious exemption must be narrowed. ENDA's religious exemption could provide religiously affiliated organizations '' far beyond houses of worship '' with a blank check to engage in employment discrimination against LGBT people. Religious liberty guarantees use the freedom to hold any belief we choose and the right to act on our religious beliefs, unless those actions harm others or result in discrimination. ENDA's religious exemption essentially says that LGBT discrimination is different '' more legitimate '' than discrimination against individuals based on their race or sex.
  CAMPAIGN INVOLVEMENT
  Americans for Workplace OpportunityThe ACLU is part of a bipartisan campaign '' Americans for Workplace Opportunity '' that formed this summer to take advantage of a historic opportunity to pass the Employment Non-Discrimination Act 19 years after its first introduction. The steering committee of Americans for Workplace Opportunity is a diverse and bipartisan group of organizations composed of: American Civil Liberties Union, American Federation of Teachers, American Unity Fund, Human Rights Campaign, Leadership Conference on Civil and Human Rights, National Center for Transgender Equality, National Gay & Lesbian Task Force, and the Service Employees International Union. Dozens of other organizations that support ENDA will also be involved in the coalition.
Congress Needs to Pass the Employment Non-Discrimination Act
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  Tue, 05 Nov 2013 12:49
  Here in the United States, we're united by a fundamental principle: we're all created equal and every single American deserves to be treated equally in the eyes of the law. We believe that no matter who you are, if you work hard and play by the rules, you deserve the chance to follow your dreams and pursue your happiness. That's America's promise.
  That's why, for instance, Americans can't be fired from their jobs just because of the color of their skin or for being Christian or Jewish or a woman or an individual with a disability. That kind of discrimination has no place in our nation. And yet, right now, in 2013, in many states a person can be fired simply for being lesbian, gay, bisexual, or transgender.
  As a result, millions of LGBT Americans go to work every day fearing that, without any warning, they could lose their jobs -- not because of anything they've done, but simply because of who they are.
  It's offensive. It's wrong. And it needs to stop, because in the United States of America, who you are and who you love should never be a fireable offense.
  That's why Congress needs to pass the Employment Non-Discrimination Act, also known as ENDA, which would provide strong federal protections against discrimination, making it explicitly illegal to fire someone because of their sexual orientation or gender identity. This bill has strong bipartisan support and the support of a vast majority of Americans. It ought to be the law of the land.
  Americans ought to be judged by one thing only in their workplaces: their ability to get their jobs done. Does it make a difference if the firefighter who rescues you is gay -- or the accountant who does your taxes, or the mechanic who fixes your car? If someone works hard every day, does everything he or she is asked, is responsible and trustworthy and a good colleague, that's all that should matter.
  Business agrees. The majority of Fortune 500 companies and small businesses already have nondiscrimination policies that protect LGBT employees. These companies know that it's both the right thing to do and makes good economic sense. They want to attract and retain the best workers, and discrimination makes it harder to do that.
  So too with our nation. If we want to create more jobs and economic growth and keep our country competitive in the global economy, we need everyone working hard, contributing their ideas, and putting their abilities to use doing what they do best. We need to harness the creativity and talents of every American.
  So I urge the Senate to vote yes on ENDA and the House of Representatives to do the same. Several Republican Senators have already voiced their support, as have a number of Republicans in the House. If more members of Congress step up, we can put an end to this form of discrimination once and for all.
  Passing ENDA would build on the progress we've made in recent years. We stood up against hate crimes with the Matthew Shepard Act and lifted the entry ban for travelers with HIV. We ended "Don't Ask, Don't Tell" so our brave servicemen and women can serve openly the country they love, no matter who they love. We prohibited discrimination in housing and hospitals that receive federal funding, and we passed the Violence Against Women Act, which includes protections for LGBT Americans.
  My Administration had stopped defending the so-called Defense of Marriage Act, and earlier this year the U.S. Supreme Court struck down that discriminatory law. Now we're implementing that ruling, giving married couples access to the federal benefits they were long denied. And across the nation, as more and more states recognize marriage equality, we're seeing loving couples -- some who have been together for decades -- finally join their hands in marriage.
  America is at a turning point. We're not only becoming more accepting and loving as a people, we're becoming more just as a nation. But we still have a way to go before our laws are equal to our Founding ideals. As I said in my second inaugural address, our nation's journey toward equality isn't complete until our gay brothers and sisters are treated like anyone else under the law, for if we are truly created equal, then surely the love we commit to one another must be equal as well.
  In America of all places, people should be judged on the merits: on the contributions they make in their workplaces and communities, and on what Martin Luther King Jr. called "the content of their character." That's what ENDA helps us do. When Congress passes it, I will sign it into law, and our nation will be fairer and stronger for generations to come.
VIDEO-Google's Eric Schmidt Lambasts NSA Over Spying, Following New Snowden Revelations - WSJ.com
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  Archived Version
  Tue, 05 Nov 2013 11:47
  On a recent visit to Hong Kong, Google Executive Chairman Eric Schmidt spoke to Deborah Kan about allegations that the U.S. National Security Agency spied on the company's data centers, censorship in China, and the country he wants to visit next.
  HONG KONG'--Google Inc. Executive Chairman Eric Schmidt reacted to reports that the U.S. government allegedly spied on the company's data centers, describing such an act as "outrageous" and potentially illegal if proven.
  "It's really outrageous that the National Security Agency was looking between the Google data centers, if that's true. The steps that the organization was willing to do without good judgment to pursue its mission and potentially violate people's privacy, it's not OK," Mr. Schmidt told The Wall Street Journal in an interview. "The Snowden revelations have assisted us in understanding that it's perfectly possible that there are more revelations to come."
  Mr. Schmidt said Google had registered complaints with the NSA, as well as President Barack Obama and members of the U.S. Congress.
  "The NSA allegedly collected the phone records of 320 million people in order to identify roughly 300 people who might be a risk. It's just bad public policy'...and perhaps illegal," he said.
  When contacted Monday, the NSA referred to its statement last week that said recent press articles about the agency's collection had misstated facts and mischaracterized the NSA's activities.
  "NSA conducts all of its activities in accordance with applicable laws, regulations, and policies'--and assertions to the contrary do a grave disservice to the nation, its allies and partners, and the men and women who make up the National Security Agency," it said in a statement last week.
  Mr. Schmidt said in the interview that the right balance of security and privacy starts with finding the appropriate level of oversight.
  "There clearly are cases where evil people exist, but you don't have to violate the privacy of every single citizen of America to find them," he said.
  Separately, Mr. Schmidt said in order for Google to restart its China-based search engine, the Chinese government would need to change its heavy-handedness on censorship. "China's censorship regime has gotten significantly worse since we left so something would have to change before we come back," he said.
  Google in 2011 rerouted its China-based search engine to Hong Kong due to censorship concerns.
  In his role as executive chairman, Mr. Schmidt has taken to engaging governments around the world and promoting free speech on the Internet. He traveled to North Korea last January in hopes that he may be able "to convince the government it's in their interest to open up a little bit."
  "They [North Korea] need the Internet for electronic commerce and for business and they are certainly grappling with issues of food availability, education and social unrest."
  When asked where Mr. Schmidt wanted to travel next, he said Cuba was at the top of his list.
  '--Danny Yadron in San Francisco contributed to this article.
  Write to Deborah Kan at Deborah.Kan@wsj.com
CNNMoney | Business, financial and personal finance news.
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  Archived Version
  Tue, 05 Nov 2013 11:42
  University researchers say they've found an unnoticed defect in Bitcoin that could undermine the whole system, turning the decentralized currency into a centralized one.
  NEW YORK (CNNMoney)
  That's according to a research paper released Monday by Cornell University post-doctoral fellow Ittay Eyal and Professor Emin G¼n Sirer.
  The flaw is due to the nature of how bitcoins are created -- people "mine" them by solving a complex puzzle with their computers. If used correctly, the system is set up so that someone guesses correctly every 10 minutes, and the winner gets 25 bitcoins. Because people compete against one another for the digital currency, bitcoins are mostly evenly distributed.
  But bitcoin miners could exploit a weakness in the system that would give them a greater chance of getting bitcoins than rival miners: Solving a puzzle gives miners a much higher chance of solving the next one, and those solutions are typically stored in a public log called a "blockchain."
  But solutions don't have to be publicized. If you solve a puzzle and keep it secret, you can start working on the next one and let everyone else keep mining in the wrong spot.
  That unfair advantage becomes even more apparent when selfish, secretive miners group together and pool computing resources to solve puzzles. The bigger the group, the more frequently they win. If a group gets large enough, it could take control of the currency.
  Related story: London Bitcoin exchange off to a rocky start
  If that happens, bitcoins wouldn't be any different than dollars, yen and yuan -- currency whose supply is controlled by a powerful, central bank. The bitcoin control group could easily drive the value of the digital currency up or down by adding or withholding bitcoins from the system.
  That could disrupt the very reason many have decided to use the four-year old currency, which represented a $2.6 billion market as of Monday morning. Many libertarians like the idea of a currency that has no government backing or centralized authority.
  "No one wants to bring down Bitcoin," Eyal said. "But if you know you can increase your revenue by a bit, you're going to join the selfish pool."
  Despite rampant fluctuations in in valuation, the price of bitcoins barely budged after the report was made public.
  In the report, Eyal and Sirer say there already exist groups of miners that are big enough to take advantage of their selfish mining theory. And while they haven't seen anyone engage in that kind of strategy yet, it could be happening in the shadows.
  Related story: Bitcoin mania is back! But is it a bubble?
  As a solution, Eyal and Sirer suggest a bitcoin mining rule change: The total mining power of one group shouldn't be able to exceed one-quarter of the mining power of the bitcoin mining community as a whole. That tweak, which could be implemented with a simple software update, would prevent any one group from taking total control of the currency.
  There are currently 11.9 million bitcoins in circulation. Some bitcoin users tend to get more attention, such as those illicit buyers at online black markets like the recently closed Silk Road. They tend to be drawn to the anonymous nature of the currency.
  But bitcoins have also attracted some major business interests. Baidu(BIDU), a Chinese web services firm, recently started accepting bitcoin payments. And venture capital firms have begun investing in startups, like Circle Internet Financial, that make bitcoin payment tools.
  First Published: November 4, 2013: 1:02 PM ET
We're About to Lose Net Neutrality '-- And the Internet as We Know It | Wired Opinion | Wired.com
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  Tue, 05 Nov 2013 01:46
  Image: moodboard/Getty
  Net neutrality is a dead man walking. The execution date isn't set, but it could be days, or months (at best). And since net neutrality is the principle forbidding huge telecommunications companies from treating users, websites, or apps differently '-- say, by letting some work better than others over their pipes '-- the dead man walking isn't some abstract or far-removed principle just for wonks: It affects the internet as we all know it.
  Once upon a time, companies like AT&T, Comcast, Verizon, and others declared a war on the internet's foundational principle: that its networks should be ''neutral'' and users don't need anyone's permission to invent, create, communicate, broadcast, or share online. The neutral and level playing field provided by permissionless innovation has empowered all of us with the freedom to express ourselves and innovate online without having to seek the permission of a remote telecom executive.
  But today, that freedom won't survive much longer if a federal court '-- the second most powerful court in the nation behind the Supreme Court, the DC Circuit '-- is set to strike down the nation's net neutrality law, a rule adopted by the Federal Communications Commission in 2010. Some will claim the new solution ''splits the baby'' in a way that somehow doesn't kill net neutrality and so we should be grateful. But make no mistake: Despite eight years of public and political activism by multitudes fighting for freedom on the internet, a court decision may soon take it away.
  Marvin Ammori is a Future Tense Fellow at the New America Foundation and a lawyer who represents technology companies on internet policy issues. He is also the cofounder of a startup, Wearab.ly, which enables content to be distributed to wearable devices. A graduate of Harvard Law School, Ammori serves on the boards of Demand Progress, Fight for the Future, and Engine Advocacy. Fast Company named him one of the 100 Most Creative People in Business in 2012 for being Silicon Valley's ''go-to First Amendment guy'' and one of the leaders of the campaign against SOPA and PIPA.
  Game of Loopholes and RulesHow did we get here?
  The CEO of AT&T told an interviewer back in 2005 that he wanted to introduce a new business model to the internet: charging companies like Google and Yahoo! to reliably reach internet users on the AT&T network. Keep in mind that users already pay to access the internet and that Google and Yahoo! already pay other telecom companies '-- often called backbone providers '-- to connect to these internet users. [Disclosure: I have done legal work for several companies supporting network neutrality, including Google.]
  But AT&T wanted to add an additional toll, beyond what it already made from the internet. Shortly after that, a Verizon executive voiced agreement, hoping to end what he called tech companies' ''free lunch''. It turns out that around the same time, Comcast had begun secretly trialing services to block some of the web's most popular applications that could pose a competitive threat to Comcast, such as BitTorrent.
  Yet the phone and cable companies tried to dress up their plans as a false compromise. Counterintuitively, they supported telecommunications legislation in 2006 that would authorize the FCC to stop phone and cable companies from blocking websites.
  There was a catch, however. The bills included an exception that swallowed the rule: the FCC would be unable to stop cable and phone companies from taxing innovators or providing worse service to some sites and better service to others. Since we know internet users tend to quit using a website or application if it loads even just a few seconds slower than a competitor's version, this no-blocking rule would essentially have enabled the phone and cable companies to discriminate by picking website/app/platform winners and losers. (Congress would merely enact the loophole. Think of it as a safe harbor for discriminating online.)
  Luckily, consumer groups, technology companies, political leaders, and American citizens saw through the nonsense and rallied around a principle to preserve the internet's openness. They advocated for one simple, necessary rule '-- a nondiscrimination principle that became known as ''network neutrality''. This principle would forbid phone and cable companies not only from blocking '-- but also from discriminating between or entering in special business deals to the benefit of '-- some sites over others.
  Unfortunately, the FCC decision that included the nondiscrimination rule still had major loopholes '-- especially when it came to mobile networks.
  Both sides battled out the issues before Congress, federal agencies, and in several senate and presidential campaigns over the next five years. These fights culminated in the 2010 FCC decision that included the nondiscrimination rule.
  Unfortunately, the rule still had major loopholes '-- especially when it came to mobile networks. It also was built, to some extent, on a shaky political foundation because the then-FCC chairman repeatedly folded when facing pressure. Still, the adopted rule was better than nothing, and it was a major advance over AT&T's opening bid in 2005 of a no-blocking rule.
  As a result, Verizon took the FCC to court to void the 2010 FCC rule. Verizon went to court to attack the part of the rule forbidding them from discriminating among websites and applications; from setting up '-- on what we once called the information superhighway '-- the equivalents of tollbooths, fast lanes, and dirt roads.
  There and Back AgainSo that's where we are today '-- waiting for the most powerful court in the nation, the DC Circuit, to rule in Verizon's case. During the case's oral argument, back in early September, corporate lobbyists, lawyers, financial analysts, and consumer advocates packed into the courtroom: some sitting, some standing, some relegated to an overflow room.
  Since then, everyone interested in internet freedom has been waiting for an opinion '-- including everyday folks who search the web or share their thoughts in 140 characters; and including me, who argued the first (losing) network neutrality case before the DC Circuit in 2010.
  Web and mobile companies will live or die not on the merits of their technology, but on the deals they can strike with AT&T, Verizon, Comcast, and others.
  But, in their questions and statements during oral argument, the judges have made clear how they planned to rule '-- for the phone and cable companies, not for those who use the internet. While the FCC has the power to impose the toothless ''no-blocking'' rule (originally proposed by AT&T above), it does not (the court will say) have the power to impose the essential ''nondiscrimination'' rule.
  It looks like we'll end up where AT&T initially began: a false compromise.
  The implications of such a decision would be profound. Web and mobile companies will live or die not on the merits of their technology and design, but on the deals they can strike with AT&T, Verizon, Comcast, and others. This means large phone and cable companies will be able to ''shakedown'' startups and established companies in every sector, requiring payment for reliable service. In fact, during the oral argument in the current case, Verizon's lawyer said, ''I'm authorized to state from my client today that but for these [FCC] rules we would be exploring those types of arrangements.''
  Wait, it gets even worse. Pricing isn't even a necessary forcing factor. Once the court voids the nondiscrimination rule, AT&T, Verizon, and Comcast will be able to deliver some sites and services more quickly and reliably than others for any reason. Whim. Envy. Ignorance. Competition. Vengeance. Whatever. Or, no reason at all.
  So what if you've got a great new company, an amazing group of founders, a seat in a reputable accelerator program, great investors and mentors. With the permission-based innovation over ''our pipes'' desired from the likes of Comcast, Verizon and AT&T'... there's no meritocracy here.
  Of course, despite everything the judges suggested during the two-hour argument, it's possible that they offer net neutrality a reprieve. Given how sticky this morass is, there's one simple way for you to judge the opinion: If the court throws out the non-discrimination rule, permission-less innovation on the internet as we know it is done. If the nondiscrimination rule miraculously survives, then, for now at least, so too will freedom on the internet.
AP News : Limo firm hacked; politician, celeb data breached
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  Archived Version
  Mon, 04 Nov 2013 23:13
  MARTHA MENDOZAPublished: TodayAn Internet security firm says a limousine software company has been hacked, exposing credit card numbers and potentially embarrassing details about close to 1 million customers, including politicians, star athletes and corporate executives.
  Alex Holden, chief information security officer of Milwaukee-based Hold Security, says he discovered the breach at Corporatecaronline more than a month ago. He said he informed the owner of the Kirkwood, Mo.-based software company that customers' credit card numbers, pickup and drop-off information, and other personal details had been stolen.
  "The privacy implications of this are very disturbing," Holden said Monday.
  Car services buy software from Corporatecaronline and use it to streamline reservations, dispatching and payments. Owner Dan Leonard did not return a call to his company for comment Monday from The Associated Press.
  Cybersecurity blogger Brian Krebs, working with Hold Security, first reported the hack on his website krebsonsecurity.com, including details dispatchers gave to drivers heading out to pick up celebrity passengers. For example, Krebs reported a chauffeur driving Tom Hanks to a Chicago restaurant for dinner was advised the client was a "VVIP" who required "No cell/radio use" by the driver.
  A chauffeur meeting Latin American textile magnate Josue Christiano Gomes da Silva inside an airport luggage claim area with a printed sign was warned: "SUPER VIP CLIENT. EVERYTHING MUST BE PERFECT!"
  Other customers include Donald Trump, who required a new car with a clear front seat; LeBron James, who was picked up at an entrance for athletes at a Las Vegas sports arena; and Colorado Sen. Mark Udall, who was traveling to Boston with golf clubs.
  The stolen files also include records about what took place in the vehicles, including sex, vomiting and smoking marijuana, Krebs reports.
  Rep. John Conyers, D-Mich., whose data was among those breached, declined to comment Monday. But his spokesman Andrew Schreiber said he was appreciative that the matter was brought it to his attention.
  Other members of Congress also said they were uninformed.
  "This is the first we have heard about this. We were never notified, but we are looking into the claim," said Leslie Shedd, spokeswoman for Rep. Lynn Westmoreland, R-Ga.
  Holden said he found the information from Corporatecaronline customers stored on the same computer server where he earlier found stolen usernames and passwords from PR Newswire, Adobe Systems and about 100 other firms. He said most firms took immediate action when informed; Adobe and PR Newswire went public when they learned of the breaches, warning millions of customers affected.
  Holden declined to name dozens of other companies whose customers' data also appeared to have been hacked.
  "If we start mentioning the names, there might be widespread panic," he said, noting that those companies are trying to deal with the breaches. But Holden said he was concerned that Corporatecaronline was failing to act, and that he contacted credit card companies himself.
  Corporatecaronline's website boasts of robust data protection. "The only point of access to the servers is through our firewall, which is managed by our data center, 24/7, 365 days a year," it says.
  But Jonathan Mayer, a cybersecurity fellow at the Center for International Security and Cooperation at Stanford University, did some poking Monday and found the website runs on outdated software prone to vulnerabilities. He said it has code dating back to Macromedia, which was acquired by Adobe nearly eight years ago; Internet Explorer 4, which rolled out in 1997; and 13-year-old Netscape 6.
  "The point here is that you don't have to be a big target to be at risk online anymore," Mayer said. "This is the new normal, and it underscores the need for improving the regulatory framework."
  The FBI did not immediately return a call seeking comment.
  Cybersecurity firm McAfee's chief technology officer Raj Samani said Monday the hack underscores how vulnerable customers can be, even if they're trying to use complex passwords and take precautions with their privacy.
  "You can do anything you want, but in many cases you entrust your data with multiple third parties, and it's out of your hands," he said.
  ___
  Associated Press writers Alan Fram in Washington and Raphael Satter in London contributed to this report.
Ken Auletta: Can the Guardian Take Its Aggressive Investigations Global? : The New Yorker
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  Archived Version
  Mon, 04 Nov 2013 23:10
  At eight-thirty on the morning of June 21st, Alan Rusbridger, the unflappable editor of the Guardian, Britain's liberal daily, was in his office, absorbing a lecture from Jeremy Heywood, the Cabinet Secretary to Prime Minister David Cameron. Accompanying Heywood was Craig Oliver, Cameron's director of communications. The deputy editor, Paul Johnson, joined them in Rusbridger's office, overlooking the Regent's Canal, which runs behind King's Cross station, in North London. According to Rusbridger, Heywood told him, in a steely voice, ''The Prime Minister, the Deputy Prime Minister, the Foreign Secretary, the Attorney General, and others in government are extremely concerned about what you're doing.''
  Since June 5th, the Guardian had been publishing top-secret digital files provided by Edward Snowden, a former contract employee of the National Security Agency. In a series of articles, the paper revealed that the N.S.A., in the name of combatting terrorism, had monitored millions of phone calls and e-mails as well as the private deliberations of allied governments. It also revealed, again relying on Snowden's documents, that, four years earlier, the Government Communications Headquarters (G.C.H.Q.), Britain's counterpart to the N.S.A., had eavesdropped on the communications of other nations attending the G20 summit, in London.
  Such articles have become a trademark of the Guardian. In 2009, it published the first in a torrent of stories revealing how Rupert Murdoch's British tabloids had bribed the police and hacked into the phones of celebrities, politicians, and the Royal Family. In 2010, the Guardian published a trove of WikiLeaks documents that disclosed confidential conversations among diplomats of the United States, Britain, and other governments, and exposed atrocities that were committed in Iraq and Afghanistan; in August, Bradley (now Chelsea) Manning, a private in the U.S. Army, was sentenced to up to thirty-five years in prison for his role in the leak.
  Now Rusbridger was poised to publish a story about how the G.C.H.Q. not only collected vast quantities of e-mails, Facebook posts, phone calls, and Internet histories but shared these with the N.S.A. Heywood had learned about the most recent revelation when Guardian reporters called British authorities for comment; he warned Rusbridger that the Guardian was in possession of stolen government documents. ''We want them back,'' he said. Unlike the U.S., Britain has no First Amendment to guard the press against government censorship. Rusbridger worried that the government would get a court injunction to block the Guardian from publishing not only the G.C.H.Q. story but also future national-security stories. ''By publishing this, you're jeopardizing not only national security but our ability to catch pedophiles, drug dealers, child sex rings,'' Heywood said. ''You're an editor, but you have a responsibility as a citizen as well.'' (Cameron's office did not respond to requests for comment.)
  Rusbridger replied that the files contained information that citizens in a democracy deserved to know, and he assured Heywood that he had scrubbed the documents so that no undercover officials were identified or put at risk. He had also taken steps to insure the story's publication. Days earlier, Rusbridger had sent a Federal Express package containing a thumbnail drive of selected Snowden documents to an intermediary in the U.S. The person was to pass on the package to Paul Steiger, the former editor of the Wall Street Journal and the founding editor of the online, nonprofit news site ProPublica; if the Guardian was muzzled, Steiger would publish the documents on ProPublica. Besides, Rusbridger reminded Heywood, the government's reach was limited: Glenn Greenwald, the Guardian blogger and columnist with whom Snowden had shared the documents, lived in Brazil, and was edited by Janine Gibson, a Guardian editor in New York.
  ''It was a little like watching two Queen's Counsel barristers in a head-to-head struggle, two very polished performers engaging each other,'' Johnson, the deputy editor, said. The Guardian has a reputation as a leftish publication that enjoys poking the establishment; its critics object that it allows commentary to occasionally slip into its headlines and news stories. Rusbridger, who is fifty-nine, has been its editor for eighteen years. He wears square, black-framed glasses and has a mop of dark hair that sprawls across his head and over his ears. He could pass for a librarian. ''His physical appearance doesn't tell you how tough he is,'' Nick Davies, the investigative reporter whose byline dominated the Murdoch and WikiLeaks stories, said.
  After an hour, Rusbridger ushered Heywood and Oliver out with a thank-you. He had taken what he considered a cautious approach to publishing the Snowden revelations. He consulted Guardian lawyers. He called Davies back from vacation and summoned the longtime investigations editor, David Leigh, out of retirement for advice and to help analyze the documents. He sought the opinion of two associates: the centrist Guardian columnist Simon Jenkins and the liberal Observer columnist Henry Porter. ''He doesn't buckle,'' Porter, who is a close friend, said. ''He's extremely calm. He could easily head up any of the three intelligence agencies here.''
  At 5:23 P.M., roughly eight hours after the encounter in his office, Rusbridger ordered the Guardian to post the G.C.H.Q. story on its Web site and then in its print edition. Although the British government had taken no further action, the mood in the Guardian's offices was anxious. As the stories based on Snowden's revelations were taking shape, Rusbridger had hired additional security for the building and established a secure office two floors above the newsroom, just down the corridor from the advertising department, to house the documents. When he flew to New York to work with his team there on the stories, ''he couldn't talk on the phone,'' his wife, Lindsay Mackie, said. ''He couldn't say what was going on.''
  It has been the Guardian's biggest story so far. With eighty-four million monthly visitors, according to the Audit Bureau of Circulations, the Guardian Web site is now the third most popular English-language newspaper Web site in the world, behind London's Daily Mail, with its celebrity gossip and abundant cleavage, and the New York Times. But its print circulation, of a hundred and ninety thousand, is half what it was in 2002. The Guardian, which is supported by the Scott Trust, established nearly eighty years ago to subsidize an ''independent'' and ''liberal'' newspaper, has lost money for nine straight years. In the most recent fiscal year, the paper lost thirty-one million pounds (about fifty million dollars), an improvement over the forty-four million pounds it lost the year before.
  Last year, Andrew Miller, the director of the trust and the C.E.O. of the Guardian Media Group, warned that the trust's money would be exhausted in three to five years if the losses were not dramatically reduced. To save the Guardian, Rusbridger has pushed to transform it into a global digital newspaper, aimed at engaged, anti-establishment readers and available entirely for free. In 2011, Guardian U.S., a digital-only edition, was expanded, followed this year by the launch of an Australian online edition. It's a grand experiment, he concedes: just how free can a free press be?
  Rusbridger and Mackie live in a nineteenth-century house in Kentish Town, a gentrifying neighborhood in northwest London that was once home to Karl Marx and George Orwell. A pug named Angus and a cat named Retro roam the main floor, which features a long sitting room, a fireplace, and a magnificent Fazioli grand piano that Rusbridger practices on most mornings. This September, in the U.S., he published ''Play It Again: An Amateur Against the Impossible,'' a professional memoir that, amid his recounting of the Guardian's coverage of WikiLeaks founder Julian Assange and Murdoch's News of the World, describes an eighteen-month-long effort he made to master a difficult Chopin piece, Ballade in G Minor. ''He's forensic,'' Lionel Barber, the editor of the Financial Times, says. ''He's got a very penetrating mind. It's very revealing that he learned to play the Chopin piece. It's the same thing: 'I am quite prepared to spend hours and hours to learn Chopin. I'm prepared to spend hours and hours to get the story.' ''
  Rusbridger was born in 1953 in Lusaka, in what is now Zambia. He was the younger of two sons of H. G. Rusbridger, an Oxford-educated former missionary who was the Deputy Director of Education for the British colonial administration. His mother travelled to Africa as a nurse and later became an amateur artist. His father was ''very even-tempered, maybe placid,'' Rusbridger said. ''Is 'placid' pejorative? I mean 'placid' in a non-pejorative way. He was very straightforward, very solid.'' Mackie describes her husband similarly: ''He never comes home and kicks the cat.'' Emily Bell, a former Web editor at the Guardian, described Rusbridger as ''inscrutable'' and ''gnomic.'' David Leigh, who retired this year as the Guardian's investigations editor, and who is Rusbridger's brother-in-law, said, ''His style is to be blank. He speaks very quietly. He's like a duck: he appears to glide along the water, but the legs are paddling furiously.''
  The family moved to London when Rusbridger was five. At fifteen, he read the four volumes of Orwell's collected writing, and he credits Orwell for his decision to pursue journalism. He attended a boys' boarding school in Surrey and was accepted to Magdalene College, Cambridge, where he studied English literature. In the summer of his first and second years, he worked as an intern at the Cambridge Evening News. In 1976, after graduation, he was offered a full-time reporting job there. He stayed for three years, until 1979, when the Guardian hired him as a general reporter, based in London.
  Mackie, who is a few years older than Rusbridger, was also a reporter at the Guardian. Her sister was married to David Leigh, then an investigative reporter for the paper. Rusbridger approached Leigh and asked if Mackie was in a relationship.
  ''No,'' Leigh told him. ''Good luck.''
  ''This is a measure of Alan's careful approach to things,'' Leigh told me. ''He was reconnoitring before making his move.'' Mackie left the Guardian in 1981 to freelance for the paper; they married the following year.
  Rusbridger's work impressed editors, and he was asked to write a daily diary column, in which he sometimes ridiculed the powerful; in 1985, he became a feature writer. In 1986, the Sunday Observer offered him the job of television critic. Nine months later, a new opportunity appeared. Robert Maxwell, the owner of the Daily Mirror and other newspaper and publishing ventures, decided to start the London Daily News; Rusbridger accepted a job as its Washington bureau chief, and he and his family'--the couple now had two young daughters'--moved to the U.S. ''It opened my eyes to American journalism,'' he said. ''I had never read the New York Times or the Washington Post. They had ethical debates, which we didn't have in the U.K. I liked the seriousness of the U.S. press.'' He credits his stint in Washington for his decision, some years later, to appoint an ombudsman and start a corrections page at the Guardian.
  When the mercurial Maxwell closed the Daily News, six months later, Rusbridger welcomed an offer from the Guardian to return to London as a feature writer. In 1992, the editor, Peter Preston, offered him the editorship of a weekend supplement. Rusbridger introduced a mixture of life-style and other topics, including a narrative of a visit to a nudist colony. Rusbridger was dismissed by some as a middlebrow, but weekend circulation jumped. Preston then appointed Rusbridger to edit a new daily feature section, the G2. When Kurt Cobain died, the section ran an extensive account of his life and death. ''All the graybeards came and said, 'Why are we doing this?' '' he recalls. ''I said, 'Our daughters are crying. That's why we're doing this.' ''
  The Guardian was founded in 1821 as the Manchester Guardian, a weekly owned by local merchants. In 1872, C. P. Scott became the editor and, eventually, the owner. During a fifty-seven-year reign, Scott steered the paper to the left. In 1936, his son set aside money and established the Scott Trust, ''to secure the financial and editorial independence of the Guardian in perpetuity: as a quality national newspaper without party affiliation; remaining faithful to liberal tradition.'' In 1959, the newspaper dropped ''Manchester'' from the masthead; five years later, it moved to London.
  By 1993, the Guardian was a thriving six-day-a-week paper, and the trust decided to buy the Sunday Observer. The following year, Preston made Rusbridger the deputy editor. The board of the Scott Trust has final say in choosing the editor, but the tradition is for candidates to nominate themselves by writing a manifesto describing their vision for the paper, and to allow a staff vote. There were four candidates. The ballot results ratified the preference of Preston and the trust. In 1995, when Preston stepped down, Rusbridger became the editor.
  In his manifesto, Rusbridger expressed his desire to change the image of the Guardian as a left-wing newspaper. ''I tried to make sure the reporting was straight,'' he told me, while weeding out the ''mix of reporting and opinion'' and the habit of ''telling people what to think.'' The editorial page would no longer automatically support the Labour Party. ''I saw opportunity and space in the middle left,'' Rusbridger said. The shift fit his own outlook. His friend Henry Porter says, ''His basic stance is skepticism.'' David Leigh thinks of his brother-in-law as ''genuinely moderate. From an American point of view, he is very left. From a British point of view, he is not.''
  Rusbridger was intent on modernizing the Guardian'--hiring younger reporters, adding color to its black-and-white pages. Eventually, he decided to switch to new presses and publish the paper in the Berliner format, which is narrower and shorter than a broadsheet yet taller and wider than a tabloid; it is used by several other European papers, including Le Monde. Rusbridger believed that the new format would look fresh to readers; most of the U.K.'s twelve daily national newspapers were tabloids. The decision met with opposition within the paper and created an impression among some that Rusbridger was imperious. ''He delegates operationally to his journalists more than any editor I've seen,'' Ian Katz, a former deputy news editor*, said. ''But when it comes to big decisions he has a tendency to grip the reins tighter. The mood of most people was that we should go tabloid. We thought we'd do a better job than anyone else. There was this extraordinary moment when Alan said, 'This conversation is over. We're not going to go tabloid.' ''
  The new presses cost eighty million pounds, and the expenditure was a costly mistake, Tony Gallagher, the editor of the Telegraph, told me. ''At best, the press is busy one and a half to two hours a day. It's silent because no one else prints in the Berliner format. There's no way that's a good investment.'' Rusbridger said, ''The option was to build presses or rent them. We had to go full color. I don't think there was any difference in costs.''
  Meanwhile, Rusbridger was thinking about the Guardian's digital future. In 1994, a year before he became editor, he visited Silicon Valley. ''I came back and wrote a memo to Peter saying the Internet was the future,'' Rusbridger recalls. ''I told Peter this would change everything and we had to explore it.'' Emily Bell, the Observer's business editor at the time, remembers having dinner with Rusbridger and others during the Edinburgh TV festival in August, 1999, and telling him that changes he'd made to the paper's Web site were inadequate. She prodded him to move more aggressively into the online world, with more breaking news and analysis; in 2001, he placed her in charge of turning the Web site into a vibrant online paper.
  Bell, who left the paper in 2010 to become the director of the Tow Center for Digital Journalism, at the Columbia Journalism School, says that she and Rusbridger agreed that they would not erect a pay wall for their online content. ''If the core purpose of the Scott Trust is to keep the Guardian going in perpetuity, there is no choice,'' Bell says. The Guardian has only sixty thousand subscribers, far fewer than the Times, the Wall Street Journal, or the Financial Times. It was competing with the BBC, which has the largest free Web site in the world. And its newspaper sales in the United Kingdom were falling. ''The Guardian really didn't stand a chance if it didn't do something with the digital future,'' Bell says.
  Most important, Rusbridger wanted the newspaper to be known for investigative reporting. Under its previous editor, the Guardian had launched a few prominent investigations, including its coverage of Jonathan Aitken, a Tory Cabinet minister; the paper reported that Aitken had procured prostitutes and made business deals with wealthy Saudis and arms dealers, who showered him with gifts. Aitken denounced the allegations, sued the paper for publishing ''deliberate lies,'' and declared that he would ''cut out the cancer of bent and twisted journalism in our country with the simple sword of truth.''
  After Rusbridger took over, and in the final stages of a libel trial, a Guardian reporter unearthed hotel bills that proved Aitken had concocted an elaborate series of fabrications; he had perjured himself, and was sent to jail. ''Jonathan Aitken seems to have impaled himself on the simple sword of truth,'' Rusbridger said at a press conference. Rusbridger had proved that ''he was in fact made of steel,'' Leigh said; the newsroom staff presented him with a stainless-steel sword.
  Nick Davies works for the Guardian under a freelance contract and operates out of his home, just outside Brighton; he is sixty, with short-cropped white hair and a blunt manner. After graduating from Oxford, in 1974, Davies worked as a stable boy and a railway guard before joining the Guardian, in July of 1979. In 1984, he left for the Observer, and then to write books and to try other papers, before returning to the Guardian in 1989. The Guardian appealed to him because it is owned by a trust that is not driven by profits and it has a ''moral agenda,'' Davies says. ''Over and over again, the Guardian has been on what I would call the right side of the moral barricades in key moments.'' Davies cited the paper's exposure, in 2009, of corporations evading their tax liability. He insists that this liberal bias is reflected in ''the subjects we cover,'' not in the reporting. ''A moral agenda is not an excuse for distorting information to score points.''
  In June of 2009, over lunch with Rusbridger, Davies recounted a story that had not received much press coverage. In 2006, a private investigator and a reporter at Murdoch's News of the World were arrested, and both later pleaded guilty to hacking into the phones of staff of the Royal Family. News International, under which Murdoch's four London newspapers operated, calmed a potential controversy by assuring Parliament that ''a full rigorous internal inquiry'' had determined that these were isolated acts. Davies told Rusbridger that he had learned this claim was untrue; the illegal activity was widespread. But digging deeper would entail taking on Murdoch, who dominated more than a third of national newspaper circulation in Britain, and who owned a controlling interest in BSkyB, a powerful satellite-broadcasting enterprise. Rusbridger told Davies to pursue the story. ''He has a really useful piece of equipment that most editors don't have, which is a spinal column,'' Davies says of Rusbridger.
  Starting in July of 2009, Davies had filed a series of front-page stories exposing scandalous and criminal activity in and around the Murdoch empire: hush money to hacking victims; payoffs to police officials; and evidence that top editors had condoned the hacking. The stories initially attracted little attention. But Davies and the Guardian pursued the investigation; Scotland Yard was eventually compelled to reopen its case, and public outrage ensued. Senior Murdoch editors and executives resigned and others were arrested. Advertisers yanked ads from the News of the World, and Murdoch shut down the paper. ''It's now a billion dollars that's been wiped off News Corp shares,'' Rusbridger wrote in his memoir, describing the night he learned of the paper's closure. ''Emails until about 1:30 waiting for the adrenalin to subside. Realise it won't. Not for days. Or weeks.'' Murdoch offered a public apology, which Davies calls ''deeply phony.''
  Davies believes that some of the most significant stories in a newspaper are buried in brief news items. In 2010, he reminded Rusbridger of a small story in the Guardian about the arrest of Bradley Manning for leaking thousands of government documents to WikiLeaks. ''That's an amazing story,'' Davies told Rusbridger. ''I'm going to persuade them to give me all the cables.'' Davies convinced WikiLeaks that it should share the documents with the Guardian, arguing that its publication of them would attract more notice than if they were published on the WikiLeaks Web site. On Davies's advice, Rusbridger took the unprecedented step of bringing in the New York Times as a partner. A British newspaper might be blocked from publishing, but an American outlet would have First Amendment protection.
  WikiLeaks handed over hundreds of thousands of pages of documents. A Guardian team spent the summer digesting, scrubbing, and redacting them. Rusbridger was satisfied that the paper had eliminated any danger to the lives of U.S. intelligence officials or local people who co¶perated with them. He was still concerned that the release of government cables could undermine essential governance. ''Diplomacy relies on secrecy,'' he said. Nonetheless, after talking it through with colleagues, he decided to go ahead.
  The Guardian's accounts included transcripts of U.S. officials condoning the use of torture by their Iraqi allies, and diplomats making public statements that contradicted cables they were sending to their governments. Rusbridger and the Guardian were criticized for the stories. Roger Alton, the executive editor of the London Times, told me that he would not have published the WikiLeaks documents ''in that form. I thought it was taking material and throwing it at the market without looking at what damage it caused. It came from an anti-American, Julian Assange.'' An editor of a London paper praised the Guardian for publishing the documents but said that it stayed ''a little too close to Assange.'' In his memoir, Rusbridger describes tense negotiations with Assange, an ''anarchist'' who could be paranoid one moment and lucidly ''strategic'' the next. ''He's both a collaborator and a source,'' Rusbridger writes, and his challenge as an editor was to persuade the deeply suspicious Assange to keep co¶perating. But in 2010, when Sweden began investigating allegations that Assange had raped and sexually assaulted two women, Davies and the Guardian were the first to reveal the details of the charges against him.
  The Guardian's third major scoop owed nearly as much to Glenn Greenwald as to Edward Snowden. Greenwald, who is forty-six, graduated from N.Y.U. law school in 1994 and was recruited by a top corporate law firm, Wachtell, Lipton, Rosen & Katz. After eighteen months, Greenwald left. ''I'm not an institutional person,'' he told me. ''I was not looking to represent Goldman Sachs and big corporations.'' He recently told BuzzFeed, the news site, ''If I had to do that one more day, I was going to jump out the window. I knew that I didn't want to be representing rich people. I wanted to be suing them.''
  He set up a private practice and took on pro-bono civil-liberties cases. In 2004, looking to make a change, he rented an apartment in Rio de Janeiro. On his second day, at the beach, he met David Miranda, a nineteen-year-old Brazilian. They became a couple and remained in Rio. In late 2005, Greenwald started blogging, focussing on the N.S.A. and the Bush Administration's surveillance policies, which he abhorred. He has written four books, on civil liberties and Washington politics, and in 2007 was hired as a columnist for the online publication Salon. In August of 2012, the Guardian invited him to be a part-time blogger and columnist. Greenwald readily describes himself as an activist and an analyst. In his blog posts, he has encouraged readers to participate in an anti-surveillance rally in Washington, D.C., and has denounced the ''rampant, Strangelove-like megalomania in the National Security State.''
  In January of 2013, Snowden, who was working as a computer specialist for Booz Allen Hamilton, an N.S.A. contractor, made contact with the filmmaker Laura Poitras, who was working on a documentary about surveillance. She had already made two documentaries exploring the consequences of the American invasion of Iraq and the war on terror. Snowden reportedly was a fan of her work, and he sent her a series of anonymous e-mails that contained explicit information about what he said was police-state-style spying by the N.S.A. Poitras consulted, among others, Barton Gellman, a former national-security reporter for the Washington Post, whom she had met in 2010, when they were fellows at N.Y.U.'s Center on Law and Security. Poitras knew that Gellman, now a senior fellow at the Century Foundation, had written extensively about government surveillance programs. Snowden asked her to contact Greenwald, with whom she had earlier developed a friendship. Both men told Poitras that the e-mails she'd received from this unnamed source seemed legitimate.
  Greenwald told me that Snowden initially sent him a small number of encrypted documents through Poitras. In May, Snowden offered to share extensive government documentation of what the N.S.A. was doing. That month, with the Guardian's approval, Greenwald and Poitras met with Snowden in Hong Kong. For reasons he will not discuss, Gellman, who also obtained documents from Snowden, chose not to go. Nevertheless, as Gellman later wrote in the Post, Snowden offered to share with Gellman ''the full text of a PowerPoint presentation describing PRISM, a top-secret surveillance program that gathered intelligence'' from Silicon Valley companies. Snowden asked that the Post publish ''the full text'' of the PowerPoint presentation within seventy-two hours. ''I told him we would not make any guarantee about what we published or when,'' Gellman told me.
  Gellman and the Post produced some impressive N.S.A. exclusives, including the first account of PRISM, on which Poitras shared the byline. But Greenwald and the Guardian dominated coverage of the leaks. With stories of such complexity, a newspaper often delays publication while it meets with government officials, who try to persuade editors of the harm that would come from publication. The Guardian did seek comment from government officials about the revelations. But Greenwald, outraged by the content of the material, pushed to publish quickly. ''I was getting really frustrated,'' he told me. ''I was putting a lot of pressure on them and insinuating that I was going to go publish elsewhere.'' He helped produce five stories that ran on five consecutive days in June. ''I wanted people in Washington to have fear in their hearts over how this journalism was going to be done, over the unpredictability of it,'' he said. ''Of the fact that we were going to be completely unrestrained by the unwritten rules of American journalism. The only reason we stopped after five days was that even our allies were saying, 'Look, this is too much information. We can't keep up with what you're publishing.' ''
  Gellman, a fifty-two-year-old Pulitzer Prize winner and former Rhodes Scholar, took a more deliberate approach. ''It's hard to overstate the complexity of the journalistic, national security, and legal considerations in this story,'' he told me in an e-mail. ''I never saw anything like it in a couple of decades of covering defense, intelligence, and foreign policy. On first reading, I understood maybe half of any given memo or slide deck in the materials I got from Snowden. These are internal documents, dense with jargon and acronyms and references to things that are common knowledge at Fort Meade,'' the headquarters of the N.S.A. Additional research and reporting was essential, Gellman wrote. The material also raised ''legitimate and quite serious national security concerns. Neither I nor the Post would be prepared to write a story without hearing out U.S. government experts on those concerns.''
  Bill Keller, a former executive editor of the New York Times and now a columnist for the paper, described the Guardian coverage as ''a terrific story,'' adding, ''I wish the Times had had it.'' But he differed with the Guardian's decision to attach the co-byline of an opinion columnist to what are supposed to be news stories. ''If one of our columnists had come up with a story of that magnitude'--something that could not be contained in a column'--we would have turned it over to the newsroom reporting staff,'' Keller said. ''And we would say in the story, 'Nick Kristof obtained these documents.' But we would not have Nick Kristof write the story for the front page of the New York Times.'' Jill Abramson, the current editor, offered a hedged response: Greenwald ''hasn't had a byline in the Times, and I make it a practice of not making decisions based on situations I haven't yet confronted.''
  Greenwald bristled when he heard Keller's remarks. ''That to me is a really good reason why people like Edward Snowden don't want to go to the New York Times,'' he said. ''This idea that if you ever express an opinion in your life about the news topic on which you're reporting, that somehow that makes you not a real journalist'--that you wouldn't be able to write the story.'' The test for good journalism, he said, should be not ''whether you have opinions but if your reporting is reliable.''
  Greenwald's praise for Snowden has at times been unrestrained. In a July 8th column in the Guardian, he seemed to compare Snowden to ''the greatest whistleblowing hero of the prior generation,'' Daniel Ellsberg, the American military analyst who leaked the Pentagon Papers to the Times and other outlets. But unlike Ellsberg, who stayed in the U.S. and took his case to court, Snowden sought refuge in China and Russia, autocratic countries where dissidents and journalists are often imprisoned. U.S. officials have expressed concern that those governments may have copied Snowden's hard drives. The Obama Administration has called Snowden a traitor, and is intent on apprehending and trying him for treason. Keller questioned the ''lionizing tone'' of the Guardian's coverage. ''When Snowden then threw himself into the arms of the Chinese, and then the Russians, and reportedly reached out to Ecuador'--all these countries that are not exactly pillars of freedom'--it compromised the Guardian a little bit,'' Keller said.
  Greenwald believes there was no way that Snowden could have stayed in the U.S. and taken his case to the public, as Ellsberg did. These days, he says, whistle-blowers are immediately incarcerated: ''They have no opportunity to be heard from.'' Greenwald doesn't believe that the Russians or the Chinese have the documents. He has spoken to Snowden nearly ''every day for the last four months,'' he said, with the exception of two weeks that Snowden spent in a Moscow airport. They communicate through ''highly encrypted chat technology.'' Greenwald, who is now writing a book on the subject, says that, even if Russian or Chinese authorities tried to confiscate Snowden's electronic equipment, ''not even the N.S.A. can break it if they tried for five years,'' because Snowden had so skillfully encrypted it.
  The disclosures have ignited a public debate over the trade-offs between the government's need to insure security and its mandate to protect civil liberties. In July, a national poll taken by Quinnipiac University found that a majority of Americans think Snowden is a whistle-blower, not a traitor, and, while half the public thinks the N.S.A.'s surveillance policies ''keep Americans safe,'' half also believes that the N.S.A. intrudes on ''personal privacy.'' In July, by a narrow vote, the House of Representatives defeated an amendment to restrict the N.S.A.'s phone-tracking program.
  Rusbridger referred to the room where the Guardian kept Snowden's documents as ''the bunker.'' The door was kept locked, and a guard was stationed outside twenty-four hours a day. Before entering, the handful of people allowed admittance were required to put their smartphones and any other personal electronic devices on a nearby table, in case British or American intelligence agencies were to remotely transform them into recording devices. White blinds covered floor-to-ceiling windows. There were whiteboards, and on five white Formica tables sat five new laptops, unconnected to the Internet or to any other network. The trove of documents from Snowden were kept on these computers, in encrypted file containers. Accessing each container required three passwords, and no individual knew more than one.
  In early July, Rusbridger held a meeting in the bunker with Paul Johnson, the deputy editor, and Julian Borger, the diplomatic editor, to discuss the next steps in their coverage of the N.S.A. They knew that the Post and others were pursuing the story, too. The British government, concerned that the Guardian's documents might be stolen, was again pressuring Rusbridger to turn them over. That afternoon, Borger was set to fly to New York to meet with the staff at ProPublica, to discuss what they might publish jointly or, if the Guardian were censored, what ProPublica might publish alone. Rusbridger took notes in a lined black Moleskine notebook, of which he now has two hundred, each dated, and which he carries to most meetings to retain a record.
  The next day, Rusbridger and Johnson met in the bunker with James Ball, a data editor whose byline has appeared on numerous N.S.A. stories. Ball, who is twenty-seven, previously worked for WikiLeaks and is prized at the Guardian for his deep understanding of computers. That afternoon, he would be flying to New York, and then on to Brazil. His decision to leave WikiLeaks for the Guardian had displeased some of his friends, he said. ''My colleagues thought I sold out.''
  On July 12th, Rusbridger was visited again by Cabinet Secretary Heywood. According to Rusbridger, Heywood warned him, ''No newspaper is equipped to keep this secret. We want the documents back.'' Rusbridger patiently explained that there was more than a single set of documents. And even if the British and the American governments were able to muzzle the press, he said, there were bloggers like Glenn Greenwald who were beyond their reach. Heywood suggested that the government would seek a court injunction to block the Guardian from publishing more Snowden documents. As a precaution, Rusbridger spoke with Jill Abramson, at the Times; the two had worked on the WikiLeaks story when she was the Times's managing editor.
  ''Alan was not comfortable just talking on the phone,'' Abramson says, so she and the managing editor, Dean Baquet, flew to London, where they agreed that the papers would work together again. They would share the documents, agree on the subject matter of each story, but investigate separately. Either they would publish accounts of the documents on the same day or, if the Guardian were censored, the Times and ProPublica would publish.
  On July 15th, Rusbridger received a call from Craig Oliver, Cameron's communications director, again insisting that the documents be returned. Rusbridger responded that the Guardian would continue to publish the material. Even if the Guardian was censored, he was confident that the Times would be free to publish. Abramson was less certain. ''I did worry about that,'' she told me. She felt that the Obama Administration was trying aggressively to criminalize leaks. In early August, the Times was working on a story about an intercepted terror threat when James R. Clapper, the Administration's director of intelligence, asked the paper's Washington bureau to withhold certain details. Clapper warned that, if the full version were made public, the Times ''would have blood on our hands,'' Abramson recalls. The paper complied with the request. But, to emphasize that the government could not expect the Times to withhold information that is in the public interest, she travelled to Washington to meet with Clapper. During the meeting, he urged her not to publish the Snowden material. ''The First Amendment is first for a reason,'' she told him. (A spokesman for Clapper disputed this account.)
  On July 18th, Rusbridger received a call from Oliver Robbins, the U.K.'s deputy national-security adviser, alerting him that agents would be coming to the Guardian's offices to seize the hard drives containing the Snowden files. Rusbridger again explained that the files were also on encrypted computers outside England, but his reasoning did not sway Robbins. Rusbridger asked if, instead, his staff members could destroy the files themselves, and Robbins consented. That Saturday, Rusbridger told associates to take the five laptops from the bunker to the basement and to smash the hard drives and circuit boards in front of two agents from the G.C.H.Q.
  On August 18th, David Miranda, Greenwald's partner, was detained by British security officials at Heathrow Airport while returning to Brazil. Miranda had spent a week with Poitras in Berlin and was serving as a courier between her and Greenwald. ''He was carrying material that she was working on that I needed for journalistic work that she and I were doing,'' Greenwald says. The authorities, invoking the Terrorism Act, questioned Miranda for nine hours; they confiscated his computer, cell phone, video-game consoles, DVDs, and U.S.B. sticks. Greenwald called the action ''despotic.''
  The Guardian sent its lawyers to help extricate Miranda, who Rusbridger said was acting on behalf of a news outlet; he claimed that the British authorities were ''conflating terrorism and journalism.'' Reuters quoted Greenwald saying that British officials would be ''sorry'' for detaining his partner: ''I will be far more aggressive in my reporting from now on. . . . I have many documents on England's spy system.'' Asked what the implications for the British government might be, he said, ''I think they will be sorry for what they did.'' Greenwald later told me that he had been misquoted and that he never threatened the British government. ''I was stressed and angry and tired,'' he said. ''I was probably not as careful as I should have been.'' But he added, ''What I said was actually fine.''
  On September 5th, another major front-page story, co-bylined by James Ball, Julian Borger, and Greenwald, and again based on Snowden's documents, was published. It disclosed that the N.S.A. and the G.C.H.Q. ''have successfully cracked much of the online encryption relied upon by hundreds of millions of people to protect the privacy of their personal data, online transmissions and emails.'' If so, the guarantees that Internet companies have given to consumers were compromised. Relying on the Guardian's Snowden documents, the Times and ProPublica simultaneously published a collaboratively written account. Publicly, Rusbridger has expressed alarm that, by leaving open a back door to monitor Internet communications, the U.S. and the U.K. may prompt less open governments, such as China and Iran, to move to a walled, state-operated Internet; the result would undermine the ideal of a worldwide, open communications system.
  Greenwald told me that the Snowden material was far from exhausted. ''The majority of what is extremely newsworthy has yet to be published,'' he said. ''There's thousands and thousands of unbelievably revealing and fascinating documents. It's going to take a long time for everything to be reported that should be reported.''
  The Guardian's coverage of Murdoch, WikiLeaks, and Snowden's files has brought acclaim and an international audience. Its online readership has tripled since 2009, and two-thirds of its readers are now located outside the U.K. That expansion is essential to the publication's financial strategy. ''We need to be global,'' Andrew Miller, the Guardian Media Group's C.E.O., told me. ''At the moment, I believe we could not survive in the U.K. with the oversupply'' of newspapers and the omnipresence of the BBC. That awareness has led the Scott Trust to embrace Rusbridger's strategy of pouring resources into a digital Guardian. ''We can either cut our way out,'' Rusbridger says he told the trust, ''or we can think, What is our future? There is no disagreement that print will shrink.'' By 2011, the trust had decided to invest more heavily in its online presence, starting with its U.S. effort.
  The offices of Guardian U.S. occupy an entire floor of a loft in SoHo. There are nearly sixty staff members, half of whom are journalists. They report to Janine Gibson, the editor-in-chief, who presided over most of the team producing the paper's N.S.A. stories and has worked most closely with Greenwald. Gibson arrived in New York in July of 2011, after thirteen years at the paper; nine Guardian reporters were already in the U.S. The site has thrived. Today, a third of the Guardian's worldwide audience is American; after one N.S.A. story this summer, readership reached seven million daily visitors, and in June the U.S. site attracted more unique visitors'--twenty-seven million'--than its British counterpart.
  Rusbridger visited the New York office in late June. The atmosphere earlier in the month, when the Guardian broke several N.S.A. stories, ''was amazing,'' he said. A few days later, Rusbridger was seated at a conference table in his London office with Tony Danker, the international director, discussing the Guardian's expansion in Australia and beyond. His desk was heaped with papers, books, and folders. Rusbridger told Danker that staff members were still adjusting to their broadened mandate. Employees think of the Guardian ''like a family newspaper,'' he said. ''There have been only ten editors of the Guardian since 1821. It's taken time for us to think of ourselves as a global newspaper.''
  Danker, who previously worked for the consulting firm McKinsey & Co. and for the government of the Labour Prime Minister Gordon Brown, told me, ''I think we do things differently than others do.'' The Guardian, he added, is ''a newspaper of protest,'' ''an outsider brand'' with a ''liberal'' view of the world. ''My job now is to think, What's next internationally?'' He mentioned ''five or six places where we're actively looking,'' including India, which has a weak Internet infrastructure but a vast English-speaking population. Rusbridger was encouraged by the start of the Australian online edition, which went live in May with a staff of fewer than twenty. In just five days, Rusbridger said, its traffic eclipsed that of Murdoch's national newspaper, the Australian. ''We're being a digital disrupter,'' he said, smiling. ''We're doing to that market what the Huffington Post is trying to do to us.''
  But the paper remains dependent on the Scott Trust. One day, I accompanied Rusbridger as he visited with Andrew Miller, who supervises the business side of the newspapers as well as the company's other holdings, which include a profitable online car-selling company, Auto Trader. Their conversation centered on the soon-to-be-released financial results for fiscal year 2012-13, which ended on March 31st. Miller said he was encouraged by the numbers: digital-ad revenues rose twenty-nine per cent, to fifty-six million pounds, an increase exceeding the decline in print revenue. The company was on track to reduce costs by twenty-five million pounds by March, 2016, including voluntary staff reductions. In fiscal 2012, Rusbridger volunteered to take a pay cut'--his second'--reducing his salary from four hundred and thirty-eight thousand pounds to three hundred and ninety-five thousand pounds this year; Miller also voluntarily cut his pay.
  Rusbridger called the numbers from the recent fiscal year a ''huge improvement.'' Still, the Guardian lost more money this past year than it did in fiscal 2007-08. To run its print and online operations, the Guardian employs sixteen hundred people worldwide, including five hundred and eighty-three journalists and a hundred and fifty digital developers, designers, and engineers. ''The toughest critique of Alan is that he has not faced up to the Guardian's costs,'' a longtime executive at the paper said. The newsroom ''is too big for a digital newspaper.'' Miller admits that he does not foresee the newspaper earning a profit anytime soon. Rusbridger said, ''The aim is to have sustainable losses.'' Miller defines that as getting ''our losses down to the low teens in three to five years.'' But at some point, if the Guardian does not begin to make money, the trust's liquid assets, currently two hundred and fifty-four million pounds, would be depleted.
  Jeff Jarvis, an Internet evangelist who teaches journalism at the City University of New York and who advises Rusbridger, says that eventually the Guardian will have to generate more revenue from its digital edition, abandon its print newspaper, or reduce the number of days it publishes. ''Every day they wait is dollars gone,'' he said. As for printing only on certain days, he says, ''Die Zeit, in Germany, is a good model. One day a week in print and the rest digital.''
  Rusbridger can envisage a paperless Guardian in five to ten years. He also ''can imagine,'' he says, printing on only certain days. For the moment, with digital dollars composing only a quarter of the company's revenues, ''if you want to support the kind of journalism we do, you can't kiss goodbye seventy-five per cent of your revenues,'' he said. ''But all that will change.''
  Eventually, Rusbridger predicts, between the Guardian's worldwide reach and a more aggressive effort to reach its younger, liberal, well-educated audience, ad dollars will pour in. ''It will work for us because of scale and innovation,'' Rusbridger told me. ''With a rigid pay wall, you end up with a small, (C)lite audience, with restricted access for everyone else. We want a large audience and international influence, and not just with (C)lites. That appears to be an attractive mission for advertisers.'' The Guardian doesn't need to be profitable, so long as its losses are reduced and the trust can continue to subsidize them with its other businesses.
  In his memoir, Rusbridger describes how the Guardian's coverage of Assange and WikiLeaks helped him realize the extent to which his industry had changed: now anyone could become a publisher. ''It's the amateurising of journalism'--with all that's good and bad about that,'' he writes. The path forward lies in what he calls ''open journalism,'' meaning a newspaper that not only is free for anyone to read but invites readers to participate in the journalistic venture. The bet is that greater reader involvement will attract a bigger audience, and more advertising dollars. The editors regularly mine the reader comments for story ideas and potential contributors. Last summer, during the Olympics, a British-born coach for the Chinese swim team wrote an anonymous comment describing the pleasure of working for a country that invests lavishly in its athletes; Guardian editors invited him to write a blog post about it. Rusbridger has said there's no reason that the Guardian couldn't include theatre reviews from audience members in addition to those written by Michael Billington, who has been the paper's drama critic since 1971, and whom Rusbridger treasures.
  Exactly how a newspaper should ''filter the good responses from the bad'' isn't clear, he concedes, but editors are supposed to be curators. I asked whether his notion of an ''open'' newspaper extended to investigative reporting and other news. Emphatically yes, he said. ''No other institution would have hired Glenn Greenwald.'' In 2009, the Guardian posted a link asking readers for help in analyzing complicated expense documents filed by various Members of Parliament. Twenty-three thousand readers sent in their analyses; the Guardian staff reviewed them and found that many of the readers had discovered fraudulent charges.
  A newspaper becomes ''a platform as well as a publisher,'' Rusbridger told me. But he knows that time is limited, and concedes that a pay wall is not out of the question. The Guardian charges for its iPad and iPhone apps, Rusbridgers notes. ''We are not the Taliban of free,'' he said. ''We are not free fundamentalists.'' He went on, ''Is there an economic model for the kind of journalism we're doing? We're all trying our different routes to get there. No one can honestly say they've got the answer.''
  As one of twelve board members of the Scott Trust, Rusbridger probably has more say in the matter than most editors do, and more immunity from the consequences: the trust's founding document states that an editor can be dismissed only ''in extreme circumstances.'' If the editor lays out an objective and the board disagrees, Liz Forgan, a former Guardian journalist and the chair of the trust, says, he gets his way: ''Alan is the editor and he has the last word.''
  When Rusbridger was young, his mother pushed him to practice piano and clarinet three hours a day. Later, for several years, he served as the chair of the National Youth Orchestra of England; he also wrote a play about Beethoven. In his memoir, which is dedicated to his late mother, he describes missing those passionate challenges; music and the arts must be squeezed in amid his other obligations. He felt ''a mundane need to have moments off the hamster wheel of editing,'' he writes, an ''instinct to wall off a small part of my life for creative expression, for 'culture.' '' To tackle the Chopin piece, which he ultimately performed at the 1901 Arts Club, in central London, before an audience of friends and family, he hired music teachers, consulted acclaimed pianists, and practiced for hours'--and kept a diary. ''The kind of journalism I like always explains things,'' he writes. ''I started keeping notes and thought, this is what musicians do.''
  Rusbridger doesn't know what he'll do when he leaves the Guardian. ''We've been talking about that,'' Lindsay Mackie says. ''It might be something to do with music and young people. Access to music, I think.'' But for now retirement isn't up for discussion. ''I have an agreement with Alan that we will give each other a year's notice,'' Forgan said. ''He has not done that.'' Rusbridger says, ''Each six months, it becomes a radically different job.'' He adds that he could see staying for a while'--''whatever 'a while' is. I'm enjoying it. The paper is on fire.'' '...
  *Correction: In an earlier version of this article, Ian Katz was referred to, incorrectly, as the Guardian's former deputy news editor.
Betrayed: how the Guardian muled the names of GCHQ personnel to American bloggers and papers
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  Source: Unfashionista
  Mon, 04 Nov 2013 21:14
  The Guardian has lied to the British people. They HAVE passed to foreign papers and blogs the names and identities of GCHQ agents, having lied and stated they did not to avoid prosecution, and to dupe other papers, police and some MPs into thinking that all they did was report on data collection, never giving up the names of British intelligence officers.
  From the start of this affair, and the 'David Miranda is only a journalist's spouse' lie, the Guardian has sought to deceive its fellow papers and the public. But I confess that even I did not believe they would just dump out the identities of our intelligence personnel, copying those files and smuggling them to foreigners.
  We already know Alan Rusbridger and Janine Gibson have duplicated and muled abroad the Snowden files, handing them to the New York Times and some bloggers at ProPublica.
  For some months, I have been asking the Guardian to admit if they betrayed the names, or identifying details, of anybody working at GCHQ to foreign papers in order to boost their online readership while their paper sales are crumbling to insignificance.
  It was not surprising that they refused to answer me, because communicating material identifying any person that works at GCHQ, and which could be of use to terrorists, is itself a terrorist offence under British law. Not just publishing the names, mark you '' communicating them. To anybody.
  I've blogged before about how the editors of the Guardian boasted they were above the law, so I won't reiterate it here. They are also very fond of giving self-congratulatory online interviews and talking to lapdogs at the BBC, as well as giving unwittingly revealing profile access to friendly magazines. Nobody at the Guardian is willing to give even a single interview to a challenging paper.
  In a nutshell then in the past month or so we have had:
  Alan Rusbridger saying he is above the law: that he decided to ship the files to foreigners because of a ''threat'' to go to law: that he would not let British judges rule on the files: that he knows better than judges and security experts; and that Sen. Feinstein of the US Senate Security Committee knows less than him about it because she is, and I quote, ''an eighty year old woman.''
  US editor Janine Gibson boasting of the trafficking they did ''By far the hardest challenge has been the secure movement of materials. We've had to do a great deal of flying of people around the world.''
  And a New Yorker profile that stated that James Ball, formerly of Wikileaks and an Assange devotee, 27, was chosen to be the physical mule that carried the data to New York. Ball was threatened with exposure of emails between himself and the Wikileaks hacker Jacob Appelbaum, by Appelbaum, if he did not publish a story on Tor. Days later his byline appeared on the story that blew up GCHQ's efforts to decrypt the Tor network on which child pornography, illegal arms and drugs like crack are traded.
  Ball has recently been moved by the Guardian from London to New York in the wake of that New Yorker story, presumably to avoid arrest if the New Yorker was correct on his role.
  Throughout, in between breaks from pouring scorn on the British judiciary and laws, the Guardian have been busily lying to the British public. Saying that what they are doing is only journalism they have squirmed when asked (by me on Twitter, directly to @Arusbridger) and by the MP Julian Smith in Parliament, if they have passed over and sold out the names of British intelligence personnel working at GCHQ.
  When the idea that they had revealed not just data collection news but actually given up the names of our intelligence agents surfaced, the paper started to panic. They denied it to the Daily Mail on October 9:
  ''The newspaper also said that the files it FedExed to America did not contain any names of British spies.''
  http://www.dailymail.co.uk/news/article-2456843/MI5-concerns-The-Guardian-sending-secret-files''Fedex-Newspaper-used-public-courier-firm-post-data-country.html#ixzz2je7dOu7r
  This was a lie. It didn't matter if the names of our spies were in the 100 documents the Guardian FedExed to America. Ball had already taken them to New York, and Brazil, at least according to the story the New Yorker:
  http://www.newyorker.com/reporting/2013/10/07/131007fa_fact_auletta?currentPage=all
  The idea that the Guardian handed over only 100 documents was yet another lie. There may have been 'only' 100 top secret documents in that FedExed memory stick (Dear God). But there were over 50,000 GCHQ documents muled abroad by Rusbridger and Gibson.
  Think about that for a minute. Fifty. Thousand. Fifty thousand top secret GCHQ documents, and they are lying to the Daily Mail that none of these contain the names of any of our spies.
  Yesterday in New York that lie was exposed, and the breathtaking extent of the Guardian's disregard for our agents' lives was laid bare.
  In their front-page story, the New York Times laid it all out. It's a pretty long story, but I've read it so you don't have to.
  http://www.nytimes.com/2013/11/03/world/no-morsel-too-minuscule-for-all-consuming-nsa.html?_r=0
  ''documents taken by Mr. Snowden and shared with The Times, numbering in the thousands and mostly dating from 2007 to 2012, are part of a collection of about 50,000 items that focus mainly on its British counterpart, Government Communications Headquarters or G.C.H.Q''
  ''Even with terrorists, N.S.A. units can form a strangely personal relationship. The N.S.A.-G.C.H.Q. wiki, a top secret group blog that Mr. Snowden downloaded, lists 14 specialists scattered in various stations assigned to Lashkar-e-Taiba, the Pakistani terrorist group that carried out the bloody attack on Mumbai in 2008, with titles including ''Pakistan Access Pursuit Team'' and ''Techniques Discovery Branch.'' Under the code name Treaclebeta, N.S.A.'s hackers at Tailored Access Operations also played a role.
  In the wiki's casual atmosphere, American and British eavesdroppers exchange the peculiar shoptalk of the secret world. ''I don't normally use Heretic to scan the fax traffic, I use Nucleon,'' one user writes, describing technical tools for searching intercepted documents.
  But most striking are the one-on-one pairings of spies and militants; Bryan is assigned to listen in on a man named Haroon, and Paul keeps an ear on Fazl.''
  Did you get that? The Guardian '' Alan Rusbridger, and Janine Gibson, editors, and James Ball, of Wikileaks, gave the New York Times and Pro-Publica the names and identities of GCHQ intelligence personnel in the NSA-GCHQ wiki. A bunch of staff at the New York Times can read their conversations and names, and the names of their targets.
  To see how wide and deep the danger to GCHQ personnel really is, we can turn to the Guardian's first, grossly irresponsible story on just how much of GCHQ personnel's names and identities they had access to: they printed it on August 1st:
  http://www.theguardian.com/world/2013/aug/02/gchq-spy-agency-nsa-snowden
  a glimpse into the world of the 6,100 people crammed into the open-plan and underground offices at GCHQ; the fact that there is a sports day at all reveals something about the agency which most people outside their bubble could not appreciate.
  Last year, GCHQ organised trips to Disneyland in Paris, and its sailing club took part in an offshore regatta at Cowes. It has a chess club, cake sales, regular pub quiz nights and an internal puzzle newsletter called Kryptos. A member of Stonewall since last year, GCHQ has its own Pride group for staff who are lesbian, gay, bisexual or transgender.
  There is also a paranormal organisation. Describing itself as ''GCHQ's ghost-hunting group'', it is open to staff and their partners ''whether they are sceptics or believers'' for visits to ''reputedly haunted properties''.
  Staff date themselves on the internal directory, ''GCWiki'', by their ''internet age'', a measure of how many years they have been adept on the web.
  They make friends during annual family open days, or via messages on the agency's internal version of MySpace, which they have called SpySpace.
  Colleagues are likely to find others cut from the same cloth. The agency's 2010/11 recruitment guide says GCHQ needs high-calibre technologists and mathematicians familiar with the complex algorithms that power the internet. It has room for a sprinkling of accountants and librarians. Classicists need not apply. Nobody at Cheltenham is particularly well paid, compared with the private sector at least '' a junior analyst might earn £25,000. ''We can offer a fantastic mission but we can't compete with [private sector] salaries,'' one briefing note lamented.''
  The story goes on and on, talking about the wiki, quoting internal comms, describing the fears of one of GCHQ's ''most senior officers''.
  All these documents have been muled to the Americans, because Alan Rusbridger doesn't like British judges. He was paying David Miranda specifically to spread and mule these files on GCHQ '' 53,000 of them, the same number cited by the NYT '' and now we know just how bad the paper's betrayal of our GCHQ personnel has been. Worse than even I could ever have imagined.
  In his article for the Daily Mail recently, David Davis MP defended the Guardian's selling of British intelligence secrets. How bloody terrifying to think that but for a public meltdown he could have been Home Secretary. And when Julian Smith challenged the Guardian in a Westminster Hall debate, the Tory MP Dominic Raab said that he was scare-mongering. I wonder what those two of my former colleagues would say now. Would they defend the liars at the Guardian who swore they didn't give out any GCHQ names? Or do they think it's OK to mule and traffic to Brazil and American bloggers the NSA-GCHQ wiki? Every pair of eyes that sees those names can pass them on to anybody they like.
  They gave out our intelligence agents' names, Dominic, David. Is that OK with you?
  I pray to God it isn't OK with the Prime Minister, with Theresa May, and with anti-terror police.
  Back when Miranda was stopped as he muled, Oliver Robbins, the National Security Adviser, said
  '' 'A particular concern for HMG is the possibility that the identity of a UK intelligence officer might be revealed.'
  http://www.dailymail.co.uk/news/article-2407152/Lives-MI6-agents-risk-secret-files-seized-Guardian-journalists-partner-Heathrow.html#ixzz2jeKIln00
  But I'm afraid it was a bit more than just one.
  Of course, £25,000 isn't a lot of money to risk your life keeping Britain safe. Alan Rusbridger makes a hell of a lot more money than that. But it wasn't enough for him, Janine Gibson, or James Ball, or any of the other Guardian staff to show some compassion and keep secret the identities of our agents Snowden, Poitras and Greenwald had endangered. Instead, the millionaire Mr. Rusbridger preened for the cameras, lied to other journalists, and threw GCHQ personnel to the wolves.
  Mr. Rusbridger says he is above the law. I hope to God the Prime Minister and the Home Secretary '' and our anti-terror police, and our judges '' have the guts to prove him wrong.
  The Terrorism Act 2000 lists various Terrorist Offences. Here is the last of them:
  Eliciting, publishing or communicating information about members of armed forces etc(1)A person commits an offence who'--
  (a)elicits or attempts to elicit information about an individual who is or has been'--
  (i)a member of Her Majesty's forces,
  (ii)a member of any of the intelligence services, or
  (iii)a constable,
  which is of a kind likely to be useful to a person committing or preparing an act of terrorism, or
  (b)publishes or communicates any such information.
  (2)It is a defence for a person charged with an offence under this section to prove that they had a reasonable excuse for their action.
  (3)A person guilty of an offence under this section is liable'--
  (a)on conviction on indictment, to imprisonment for a term not exceeding 10 years or to a fine, or to both;
  (b)on summary conviction'--
  (i)in England and Wales or Scotland, to imprisonment for a term not exceeding 12 months or to a fine not exceeding the statutory maximum, or to both;
  (ii)in Northern Ireland, to imprisonment for a term not exceeding 6 months or to a fine not exceeding the statutory maximum, or to both.
  (4)In this section ''the intelligence services'' means the Security Service, the Secret Intelligence Service and GCHQ (within the meaning of section 3 of the Intelligence Services Act 1994 (c. 13)).
  Emphasis mine.
BBC News - 'Three killed' in Norway bus hijack
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  Mon, 04 Nov 2013 21:12
  4 November 2013Last updated at15:06 ETA man wielding a knife has hijacked a bus in western Norway and killed three passengers, media reports say.
  The suspect, said to be in his 50s and of foreign origin, has been arrested, police told Norway's TV2 news channel.
  The victims included the driver of the bus. There were no immediate details of the number of injured.
  The man was overpowered by firefighters who rushed to the scene of what was initially reported as a traffic accident, police said.
  The attack took place around 17:30 local time (16:30 GMT) on a remote mountain road near Ardal, about 220km (136 miles) north-west of Oslo.
  "For now, I have no information to indicate there was anyone else than the three victims" on the bus, police officer Joern Lasse Foerde Refsnes told TV2.
  The motive for the attack was not immediately clear.
  The suspect is being treated in hospital for knife wounds, the Norwegian Broadcasting Corporation said.
  Police in Oslo were preparing to send an anti-terror unit to the scene aboard army helicopters but called off the deployment after the suspect was arrested, the news channel said.
Shot in Mouth, LAX Suspect Still Can't Talk - TSA mourns first agent killed in line of duty | Newser Mobile
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  Archived Version
  Mon, 04 Nov 2013 19:27
  (Newser) '' As investigators try to piece together the lead-up to Friday's shooting rampage at Los Angeles International Airport, the alleged shooter is still too injured to talk. Paul Ciancia, 23, was shot in the leg and took a bullet in the mouth that split his tongue and knocked out his teeth, reports the New York Daily News. Officials say he is listed in fair condition and will require surgery and extensive physical therapy. The unemployed motorcycle mechanic has been charged with first-degree murder in the death of TSA agent Gerardo Hernandez and could face the death penalty. Four others, including two TSA agents, were injured.
  A note made it clear Ciancia hated TSA agents, but his background doesn't provide many clues to his motive. At the Catholic boys' school he attended in Delaware, near his family's home in southern New Jersey, he is remembered as a quiet loner. He was mostly silent in class apart from the occasional sarcastic comment, but "I've seen him smile and laugh before," a classmate tells the Philadelphia Inquirer.Ciancia and his younger brother, Taylor, were both badly affected by the death of their mother in 2009, a classmate of Taylor Ciancia's says, describing the pair as awkward. "They had some depression issues, and they both got obsessive," she says.CIancia had lived in LA for about a year before the shooting, acquiring at least three weapons, but seemed normal when a former roommate met him for lunch just a week before the shooting. "He would always talk about documentaries he would watch about whatever, but there was never any kind of hatred, or any hatred group, or anything like that," the roommate tells ABC 7. "He said he was going back to New Jersey, going to work for his dad, making amends with family problems, and spending the holidays with his family. That's all I know." The FBI says it has found no evidence he associated with radical groups and he told police at the scene that he acted alone.At LAX, meanwhile, 100-foot pylons leading to the airport have been lit up in memory of Hernandez, the first TSA agent to be killed in the line of duty, the New York Times reports. The father of two, who would have turned 40 next week, had worked for the TSA since 2010 and "was always excited to go to work," his widow says. "He was a joyful person who took pride in his duty for the American public."
Tell, Don't Ask When It Comes to Vaccinating Kids
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  Mon, 04 Nov 2013 16:53
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  Sign UpPublished: Nov 4, 2013 | Updated: Nov 4, 2013
  Pediatricians who told parents their child needed a vaccination rather than asked if they wanted one met less parental resistance, researchers found.
  Three-quarters of providers brought up the issue of vaccination by using a "presumptive" approach, which assumes parents will immunize their child, according to Douglas J. Opel, MD, MPH, of the University of Washington School of Medicine in Seattle, and colleagues.
  Only 26% of parents were resistant to vaccine recommendations when providers used the presumptive approach. However, 83% resisted when providers used a "participatory" approach, which invites parental involvement, researchers noted in the study published online Nov. 4 in Pediatrics.
  "I think we've known for sometime that ... we have to be careful in our language when we broach the subject of vaccines with parents, and especially now when more and more parents are resistant to vaccines," Robyn Strosaker, MD, a pediatrician at University Hospitals Rainbow Babies & Children's Hospital in Cleveland told MedPage Today. She was not involved in the study.
  When the researchers controlled for parental hesitancy status, parent and child demographics, and visit characteristics, they found that the participatory approach was associated with a significantly increased odds of parental resistance to the physician recommendation, but the confidence interval was very wide (OR 17.5, 95% CI 1.2''253.5).
  This is the first study to "address the existing gap in evidence for provider communication behaviors that are effective in increasing parental acceptance of childhood vaccines," researchers wrote. And as such, the results can "help guide the development of quality improvement interventions aimed at increasing vaccination rates among vaccine-resistant parents."
  Opel and colleagues cited studies that demonstrated the value parents place in their pediatrician for trusted vaccine recommendations.
  Parents initially resistant to vaccine recommendations have cited their pediatrician's reassurance and vaccine information as reasons for changing their minds. In the current study, when pediatricians persisted in recommending vaccinations (50% persisted when initially met with resistance), 47% of the resistant parents eventually accepted the recommendation for vaccination.
  "There is a lot of information out there and it can be really confusing to parents who mean well, but not all sources are credible," Jay Homme, MD, a pediatrician at the Mayo Clinic in Rochester, Minn., who was not involved with the study, told MedPage Today.
  "I feel like we have to build on a trust relationship. I've seen their children since they were infants. I've seen other children of theirs and really work on developing a trusting relationship," he said.
  Opel and colleagues enrolled 16 pediatric providers from nine primary care practices in the Seattle area. They videotaped and analyzed 111 vaccine discussions during a child's check-up visit.
  Parents also filled out a questionnaire that assessed their level of hesitancy toward vaccines -- 55 were vaccine-hesitant parents and 56 were vaccine-receptive parents.
  The children ranged in age from 1 to 19 months and 77% of parents were older than 29. Most of the parents were married or living with a partner, most had better than a high school education, and most were white.
  More than half (57%) the participants had one child, 62% of the eligible children were the first born, and it was the first immunization discussion for 26%.
  A total of 38% of providers explicitly solicited questions or concerns about shots -- a percentage that did not differ between vaccine-hesitant (36%) and vaccine-receptive (39%) parents.
  A little more than half (55%) of providers gave a rationale for shots, with no difference among the two groups of parents (55% each). Slightly more than half (55%) the providers discussed side effects, again with no difference between the resistant and receptive parents (51% versus 59%).
  Several experts contacted by MedPage Today said because parents don't see the diseases that these vaccines help to prevent, they don't think they are real anymore.
  "I've seen whooping cough and we've had whooping cough in Arkansas and certainly in other parts of the country. So I try to tell the parents why that particular disease is so dangerous and potentially dangerous for their child, and try to address their concerns in that way," Eddie Ochoa, MD, a pediatrician at Arkansas Children's Hospital in Little Rock, told MedPage Today.
  The study was limited because of the potential for the Hawthorne effect, the heterogeneity of the parents, and because the categorization of vaccine-resistant parents was not based on immunization records and was merely a proxy of immunization behavior, researchers said.
  The research was supported by the Eunice Kennedy Shriver National Institute of Child Health and Human Development.
  The authors reported no relevant financial relationships.
  Chris has written and edited for medical publications for more than 15 years. As the news editor for a United Business Media journal, he was awarded Best News Section. He has a B.A. from La Salle University and an M.A. from Villanova University. Chris is based outside of Philadelphia and is also involved with the theater as a writer, director, and occasional actor.
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US celebrities don 'Love Conquers Hate' T-shirts to protest Russian ban on gay 'propaganda' - The Washington Post
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  Mon, 04 Nov 2013 16:09
  By Associated Press, Published: MONDAY, NOVEMBER 04, 10:34 AM ET Aa NEW YORK '-- Actors Jonah Hill, Jamie Lee Curtis and Kristen Bell are among a batch of celebrities donning Russian-language ''Love Conquers Hate'' T-shirts to show support for gays in Russia alarmed by a new law banning pro-gay ''propaganda.''
  It's part of an initiative launched Monday by the Human Rights Campaign, the largest U.S. gay-rights group.
  Participating celebrities will share photos of themselves wearing the T-shirts on their social media platforms, encouraging followers to do likewise. The HRC says all net proceeds from shirt sales will go to a fund supporting gay-rights efforts in Russia.
  ''We stand with Russia's LGBT community and their allies,'' said HRC President Chad Griffin. ''We are committed to doing as much as we possibly can to support their efforts to repeal this heinous law.''
  According to the HRC, other celebrities joining the T-shirt campaign include Fergie, Kelly Osbourne, Ricky Martin, Kevin Bacon, Doutzen Kroes, Anthony Bourdain, Tim Gunn, Perez Hilton, Todd Glass, Jonathan Del Arco, Amanda Leigh Dunn, Ana Matronic, Olympic swimmer Craig Gibbons, NBA basketball player Jason Collins, country singer Maggie Rose and soccer players Jozy Altidore, Lori Lindsey and Megan Rapinoe.
  The law banning ''propaganda of nontraditional sexual relations among minors'' was enacted in June.
  Gay-rights activists have asked the International Olympic Committee to call for the law's repeal ahead of the Winter Olympics, to be held in Russia in February.
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The Declassification Engine: Reading Between the Black Bars : The New Yorker
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  Mon, 04 Nov 2013 15:39
  In late August, the Obama Administration released a trove of documents detailing the government's collection of information under the Foreign Intelligence Surveillance Act, including a heavily redacted, fifty-two-page report on the National Security Agency's FISA compliance for part of 2012. ''These documents were properly classified,'' James Clapper, the Director of National Intelligence, noted in a letter accompanying their release, ''and their declassification is not done lightly.'' That's certainly true, by the look of it: black bars appear on all but seven of the pages in the compliance report. When the government touts the release of such heavily redacted documents as an act of transparency, leaving us to guess what we might be missing, the question inevitably comes up: Are there ways we can peer behind the black bars? According to a number of researchers, there often are.
  It's well known that the U.S. government has a tendency toward over-classification. A 2012 report by the Public Interest Declassification Board, a government-funded advisory group, found that a ''culture of caution'' among executive-branch agencies had lead to chronic over-classification and, in turn, has ''compromised'' the entire classification system. Government officials frequently perpetuate this culture by invoking national security, but Marc Trachtenberg, a Cold War historian at U.C.L.A., told me that ''the function of declassification is much broader than keeping information from the enemy.'' Often documents remain classified simply to save face. (Think of the cables released by WikiLeaks in 2010, some of which didn't reveal sensitive information but were merely unflattering.)
  Most government agencies that handle classified information have dedicated sanitizers. For an act so often associated with the anonymous, passionless churning of the government machine, redaction betrays a striking individualism in the choices about what to leave visible and what to obscure, and in the shapes of the black bars themselves. The black marker pen is the sanitizer's most basic tool. But it can be sloppy, and the sheen of a photocopy sometimes reveals the letters beneath the ink. Sanitizers also employ opaque tape and razor knives, cutting out the sensitive content from a copy of the page. You can usually identify the tool by the marks it leaves behind: the pen-redacted page is filled with heavy, imperfect lines, while the razor knife and opaque tape both leave sharp edges (though the photocopier gives a knifed-out block a mottled, grayish hue). Occasionally, a sanitizer simply covers text with another piece of paper when he photocopies the document. The rise of born-digital documents has brought new challenges: in 2009, the N.S.A. released an updated version of ''Redacting with Confidence,'' its how-to guide for the declassification of digital documents. The manual emphasizes a new set of actions; when working with a word processor, sanitizers must delete sensitive content, replace it with ''innocuous text'' to preserve formatting, and only then cover the innocuous text with a digitally drawn black'--or, as it recommends, gray'--box. ''Complex file formats offer substantial avenues for hidden data,'' it warns. ''Once a user enters data into the document, effectively removing it can be difficult.''
  Trachtenberg, who has refined old methods for analyzing the redacted segments in declassified texts, utilizes a sort of comparative reading to see beneath the black. ''The basic idea is to exploit the fact that documents'--the same documents'--are declassified in different ways in different repositories,'' revealing different information in each version, he said. The guidelines for declassification vary across agencies and offer room for interpretation, so that a sanitizer responding to a Freedom of Information Act request in 1992 might redact a document differently from a sanitizer in 2012, creating advantageous inconsistencies. Slowly, an attentive researcher can chip away at the blacked-out parts of a document, building context and fuelling further excavation.
  But Trachtenberg's techniques, though fundamentally sound, are slow, and naturally other researchers have taken up the task of trying to automate the process, at least in part. On a cloudless afternoon not long ago, I met with Matthew Connelly, a Columbia history professor, outside the National Archives in Washington, D.C. Together with a group of historians, computer scientists, and statisticians, Connelly is developing an ambitious project called the Declassification Engine, which, among other things, employs machine-learning and natural language processing to study the semantic patterns in declassified text. The project's goals range from compiling the largest digitized archive of declassified documents in the world to plotting the declassified geographical metadata of over a million State Department cables on an interactive global map, which the researchers hope will afford them new insight into the workings of government secrecy. Though the Declassification Engine is in its early stages, Connelly told me that the project has ''gotten to the point where we can see it might be possible to predict content of redacted text. But we haven't yet made a decision as to whether we want to do that or not.''
  An attempt at automated un-redaction would not be without precedent. In April, 2004, Claire Whelan, then a doctoral candidate in computer science at Dublin City University, used a suite of established document-analysis technologies to decrypt a blacked-out word in the infamous ''Bin Ladin Determined to Strike in U.S.'' brief that George Bush received on August 6, 2001. Whelan ran a digitized version of the memo through optical-character-recognition software, which determined the font type (Arial) and helped to ''estimate the size of the word behind the blot,'' Whelan's adviser, David Naccache, told Nature at the time. ''Then you just take every word in the dictionary and calculate whether or not, in that font, it is the right size to fit in the space, plus or minus three pixels.'' A second dictionary-reading program offered a few hundred fits for the ''blot'''--ranging from ''acetose'' to ''Ukrainian'''--which Whelan whittled down to about a half-dozen likely adjectives and country names. Eventually, she and Naccache identified the government that had warned the United States of an impending terrorist attack just a month shy of 9/11'--and unless the Ukraine or Uganda had secret intelligence on bin Laden, all clues pointed toward Egypt.
  Whelan and Naccache's analyses relied heavily upon the revealing shapes of pen-drawn black bars in the memo to narrow down the number of possible words. When I spoke to Naccache, nine years after the experiment, he said that their technique had effectively ''died,'' due to the difficulty of applying it to digitally redacted documents, which the Declassification Engine's archive will eventually include. The Declassification Engine, though, wouldn't face the same barriers as the two human researchers, since its technologies focus less on the redaction bars themselves than on the spaces and words around them.
  The Declassification Engine researchers are not approaching the matter without trepidation. When Richard H. Immerman'--a historian at Temple University who, as a former Assistant Deputy Director of National Intelligence, has a top-secret security clearance'--heard about the project's potential for un-redaction, he started to worry about the mosaic theory, a precept that the intelligence community often invokes in the alleged and legally tenuous interest of national security. The theory's thesis is clear-cut: pieces of banal, declassified information, when pieced together, might provide a knowledgeable reader with enough emergent detail to uncover the information that remains classified. Or, as Immerman put it: ''If you can find A, somehow you can connect the dots to a really big Z.'' In one 2003 case, the Center for National Security Studies sued the Justice Department after it denied a FOIA request for documents relating to the secret detention of hundreds of individuals after 9/11. The court ruled largely in favor of the D.O.J., in the end, justifying the government's denial of the FOIA request on the grounds that the detainees' information made up ''a comprehensive diagram of the law enforcement investigation after September 11.''
  ''If they thought it was possible or likely that people could figure out what was behind the black bar and it was significant,'' Immerman said of government agencies, ''they would stop redacting all together. They would withhold the document.'' Many of the people I spoke with voiced similar concerns about exacerbating the intelligence community's ''culture of caution.'' The concerns are based not in present reality but in interpretation and promise; it's about what the government thinks somebody might recover someday.
  For his part, Connelly is conscious of the mosaic theory and has formed a ''steering committee'' of about a dozen historians (including Immerman), computer scientists, and experts familiar with classification and declassification to help guide the Declassification Engine and eye ethical and legal lines. Ultimately, the committee, which convenes in January, will help decide whether the project should try its hand at un-redaction. ''No one on this project thinks there isn't a proper place for official secrecy,'' Connelly said, adding that the researchers do ''want to explore what's possible, if we can manage the risks.'' The researchers hope the project will help illuminate the space between necessary secrets and over-caution, opening sanitizers' minds to a less conservative approach to redaction. ''I think what we all want,'' Immerman said, ''is a declassification process that we could be confident withholds material that really does have serious security or privacy implications, in contrast to the over-classification that we experience now.''
  William Brennan is an associate editor at The Atlantic.
  Photograph by Thea Traff.
VIDEO-LAX Suspect Paul Ciancia Told Officials He Acted Alone in Airport Shooting - ABC News
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  Archived Version
  Mon, 04 Nov 2013 15:28
  The 23-year-old suspect charged in carrying out a shooting rampage at Los Angeles International Airport has reportedly told authorities that he acted alone.
  Paul Ciancia, who is under heavy sedation and monitoring at the hospital after being shot by airport police, told law enforcement officials he had been dropped off at LAX's Terminal 3, the Associated Press reported.
  Federal prosecutors charged Ciancia with murder of a federal officer and commission of violence at an international airport on Saturday evening. Both charges are potentially punishable by life in prison or the death penalty.
  On Friday, Ciancia shot a Transportation Security Administration officer, Gerardo I. Hernandez, at point-blank range, left the scene and then returned to shoot him again after Hernandez was seen moving on a surveillance video, the officials said. Hernandez later died. Ciancia is also accused of shooting two other TSA employees and a civilian, and causing other injuries.
  Gerardo I. Hernandez's Wife Says He Was a Loving Husband and Father
  Ciancia wrote in a signed note he carried with him to the airport that he targeted TSA officials and "made the conscious decision to try to kill" because he wanted to "instill fear in your traitorous minds," according to a federal affidavit outlining the charges against him.
  "He targeted, specifically, TSA officers," FBI Special Agent in Charge David L. Bowdich told reporters this evening. "His intent was very very clear in his note."
  LAX Gunman Identified After Airport Shooting Spree
  In addition to the note and eyewitness accounts, investigators have surveillance video of the shootings, Bowdich said, and they are seeking additional digital media evidence potentially gathered by civilians at the airport. Such evidence or information can be submitted at https://laxshootingtips.fbi.gov.
  However, investigators said Saturday that they have not been able to speak directly with Ciancia because of wounds he suffered as he was subdued.
  "He is receiving medical treatment," Bowdich said. "I'm not going to talk about his gunshot wounds. At the moment, he is unresponsive and we are unable to talk to him, as of today."
  Bowdich credited a swift law enforcement response for preventing further carnage.
  "They did stop this before, we believe, it would have been a much more grave action to include additional casualties," Bowdich said.
  According to the affidavit, "at approximately 9:20 a.m. [PT Friday], Ciancia entered Terminal 3 at LAX and approached the Transportation Security Administration checkpoint. Ciancia pulled a Smith & Wesson .223 caliber M&P-15 assault rifle out of his bag and fired multiple rounds at point-blank range at a TSA officer [Hernandez] who was then on duty and in uniform, wounding the officer. Ciancia began to walk up an escalator, looked back at the wounded officer, who in video appeared to move, and returned to shoot the wounded officer again. The TSA officer was fatally wounded.
  "Ciancia then fired his weapon on at least two other uniformed, on-duty TSA employees and one civilian passenger, all of whom sustained gunshot wounds," the affidavit added. "Ciancia was pursued and shot by a sergeant and an officer of the Los Angeles Airport Police."
  Besides those shot, two civilians suffered what Bowdich described as "evasion injuries" caused by efforts to escape once the shooting erupted.
  The shooting sent hundreds of passengers streaming out of the terminal, with many fleeing onto the airport runway. Dozens of flights to and from the airport were delayed or canceled as a "tactical alert" was triggered for the Los Angeles Police Department.
  Witnesses described a chaotic scene, as many ducked for cover inside bathroom stalls or dropped to the floor upon officers' commands.
  "I heard gunshots, and a few seconds later, I saw him coming up the elevator and walked by about 10 feet away from me with his gun pointed," Andrea Trujillo, who was at the terminal when shots first rang out, told ABC News.
  Jose Martes, who was at the airport with his wife, Miriam Rodrigez, awaiting a flight to Norman, Okla., said he didn't realize what was happening at first.
  "There was a loud bang. At first we looked at each other and everyone in line. We're like, OK, nothing unusual," he told ABC News. "We thought it was something else, but from, like a couple of seconds from that, that's when we heard just straight shots going down. That's when we all fell to the ground and we knew that this was not a test."
  Authorities said Ciancia was able to make it all the way to the back of the terminal, near the departure gate, before he was shot down by officers and taken into custody, according to Mayor Eric Garcetti.
  As law enforcement officials work to uncover Ciancia's motivations, the note found at the scene indicated Ciancia's anti-government sentiments and suggested that he expected to die in the airport shootout.
  The note ended with the letters "NWO," according to law enforcement sources, which is believed to stand for "New World Order." The note also specifically mentioned anger and frustration targeted toward the TSA.
  Suspect's Family Feared He Was Suicidal
  Ciancia's family was also concerned for his well-being. Ciancia's father contacted police in Pennsville, N.J., on Friday with the concern that his son may be suicidal, Chief Allen Cummings of the Pennsville Police Department told ABC News.
  "Their younger child got a text message from Paul stating that there were some comments in there about his well-being, and he wanted to possibly take his own life," Cummings said.
  Cummings said he called the LAPD today and asked for officers to "try to get a well-being check" on Ciancia.
  Officers went to Ciancia's apartment in Los Angeles before the shooting and talked to his roommates, Cummings said.
  "He was a really nice guy," one of his roommates told ABC News. "A little introverted, but nothing I would ever, ever expect him to do."
  Ciancia was believed to be from Pennsville, N.J., however authorities said he had a residence in Los Angeles. Overnight, officials searched both his East Coast and West Coast residences.
  Witnesses described Ciancia as a short, young, white man, carrying a long-rifle.
  One of the shooting victims was a TSA officer who died of his wounds. The officer was a behavioral detection officer, assigned to identify passengers acting strangely, said J. David Cox, president of the AFGE, the officers' union.
  The TSA confirmed the identity of the officer killed as Hernandez, 39, who has been with the TSA since 2010.
  The officer is the first TSA employee to be killed in the line of duty.
  "It's a sad occasion," Cox said.
  Six people were injured, including three TSA officers. Five were taken to nearby hospitals.
  "One arrived in critical condition and two are listed in fair condition," a spokesman from Ronald Reagan UCLA Medical Center said in a statement.
  An emergency physician said the patients suffered bullet wounds and other injuries. Two other patients were taken to other hospitals.
  "No words can explain the horror that we experienced," TSA Administrator John Pistole said in a statement.
  ABC News' Cecilia Vega and Pierre Thomas
Feds: Navy secrets bought with hookers, Gaga tix - CNBC
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  Archived Version
  Mon, 04 Nov 2013 15:22
  Misiewicz and Francis moved Navy vessels like chess pieces, diverting aircraft carriers, destroyers and other ships to Asian ports with lax oversight where Francis could inflate costs, according to the criminal complaint. The firm overcharged the Navy millions for fuel, food and other services it provided, and invented tariffs by using phony port authorities, the prosecution alleges.
  "It's pretty big when you have one person who can dictate where ships are going to go and being influenced by a contractor," said retired Rear Adm. Terry McKnight, who has no direct knowledge of the investigation. "A lot of people are saying how could this happen?"
  So far, authorities have arrested Misiewicz; Francis; his company's general manager of global government contracts, Alex Wisidagama; and a senior Navy investigator, John Beliveau II. Beliveau is accused of keeping Francis abreast of the probe and advising him on how to respond in exchange for such things as luxury trips and prostitution services. All have pleaded not guilty. Defense attorneys declined to comment.
  (Read more: US officials say Iran hacked Navy computers)
  Senior Navy officials said they believe that more people would likely be implicated in the scheme, but it's too early to tell how many or how high this will go in the naval ranks. Other unnamed Navy personnel are mentioned in court documents as getting gifts from Francis.
  Francis is legendary in military circles in that part of the world, said McKnight, who does not know him personally. He is known for extravagance. His 70,000-foot bungalow in an upscale Singapore neighborhood drew spectators yearly since 2007 to its lavish, outdoor Christmas decorations, which The Straits Times described as rivaling the island city-state's main shopping street with replicas of snowmen, lighted towering trees, and Chinese and Japanese ornaments.
  "He's a larger-than-life figure," McKnight said. "You talk to any captain on any ship that has sailed in the Pacific and they will know exactly who he is."
  Navy spokesman, Rear Adm. John Kirby said Navy Criminal Investigative Service agents initiated their probe in 2010, but declined to comment further, citing the ongoing investigation.
  That same year, Misiewicz caught the world's attention when he made an emotional return as a U.S. Naval commander to his native Cambodia, where he had been rescued as a child from the violence of the Khmer Rouge and adopted by an American woman. His homecoming was widely covered by international media.
  Meanwhile, Francis was recruiting him for his scheme, according to court documents.
  (Read more: Why this one event will dominate trading this week)
  Misiewicz's family went to a Lion King production in Tokyo with a company employee and was offered prostitution services. Within months, the Navy commander was providing Francis ship movement schedules for the USS George Washington Carrier Strike Group and other ships, according to the criminal complaint.
  Shortly after that, the manager wrote to Francis: "We got him!!:)," according to court documents.
  Misiewicz would refer to Francis as "Big Brother" or "Big Bro" in emails from a personal account, while Francis would call him "Little Brother" or "Little Bro," according to the complaint.
  The company bilked the Navy out of $10 million in just one year in Thailand alone, U.S. Attorney Laura Duffy said.
  In December 2011, the two exchanged emails about the schedule of the USS Blue Ridge, investigators say. According to court documents, Francis wrote Misiewicz: "Bro, Slide a Bali visit in after Jakarta, and Dili Timor after Bali."
  The complaint alleges Misiewicz followed through on the demands: In October 2012, the USS George Washington was scheduled to visit Singapore and instead was redirected by the Navy to Port Klang, Malaysia, one of Francis' preferred ports where his company submitted fake contractor bids.
  After Francis offered Misiewicz five tickets to a Lady Gaga concert in Thailand in 2012, Francis wrote: "Don't chicken out bro we need u with us on the front lines," according to court documents.
  The federal government has suspended its contracts with Francis.
  The defendants face up to five years in prison if convicted of conspiracy to commit bribery.
  '--By The Associated Press
Simple Client Server Instant Messaging Java code using UDP datagrams | DaniWeb
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  Archived Version
  Mon, 04 Nov 2013 10:59
  Hi !!! I built a program for msg transfer in java using udp.
  //udp serverimport java.net.*;import java.io.*;class Server{ public static void main(String args[])throws IOException { byte b[]=new byte[1024]; DatagramSocket ds=new DatagramSocket(5001); DatagramPacket dp=new DatagramPacket(b,1024); //System.out.println("receiving"); ds.receive(dp); String str=new String(dp.getData(),0,dp.getLength()); //receive file name System.out.println("Received file "+str); FileReader fr=new FileReader(str); BufferedReader br1=new BufferedReader(fr); while((str=br1.readLine())!=NULL) { b=str.getBytes(); ds.send(new DatagramPacket(b,b.length,InetAddreass.getLocalHost(),5000)); } ds.close(); }} //udp clientimport java.net.*;import java.io.*;class Client{ public static void main(String args[])throws IOException { byte b[]=new byte[1024]; DatagramSocket ds=new DatagramSocket(5000); DatagramPacket dp=new DatagramPacket(b,1024); DataInputStream dis=new DataInputStream(System.in); System.out.println("Enter file name\n"); String str1; str1=dis.readLine(); b=str1.getBytes(); ds.send(new DatagramPacket(b,b.length,InetAddress.getLocalHost(),5001)); System.out.println("Contents of file:"+str1+"\n"); while(str1!=NULL) { ds.receive(dp); str1=new String(dp.getData(),0,dp.getLength());//receive file contents System.out.println(str1); } ds.close(); }}
Vier miljoen mensen krijgen vandaag Alertbericht op de telefoon - nrc.nl
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  Mon, 04 Nov 2013 10:19
  Dit jaar zendt de overheid in totaal drie controleberichten uit; eerdere berichten werden verstuurd op 4 februari en 6 mei. Foto ANP / Lex van Lieshout
  BinnenlandDe overheid stuurt vandaag een NL-Alert-controlebericht uit, tegelijkertijd met de maandelijkse sirenetest. De bedoeling is dat vier miljoen Nederlanders dit bericht op het middaguur op hun mobiele telefoon ontvangen.
  Dat wordt gemeten via een representatieve steekproef waarvan de resultaten eind november wordt verwacht. Met NL-Alert kan de overheid mensen in de directe omgeving van een noodsituatie met een tekstbericht informeren. In het bericht staat wat er aan de hand is en wat mensen op dat moment het beste kunnen doen.
  Zo werd vorige week in de provincies Friesland, Groningen en Drenthe een NL Alert uitgestuurd om te waarschuwen voor de zware herfststorm. Mensen werd vanwege het gevaar voor omvallende bomen aangeraden binnen te blijven.
  NL-Alert werkt op basis van zogeheten cell broadcast en niet met sms-berichten. Daardoor werkt het anonieme alerteringssysteem ook als het telefoonnetwerk overbelast is. Naam en telefoonnummer zijn onnodig voor de verzender en blijven dus onbekend. Alle aanbieders van mobiele telefonie ondersteunen NL-Alert.
  Vrijwel alle toestellen van populaire merken, zoals Samsung, HTC en de nieuwste iPhones, kunnen het ontvangen. Wie het bericht vandaag niet ontvangt heeft zijn telefoon niet goed ingesteld of heeft een toestel dat niet geschikt is voor dergelijke alerts. Steeds meer mobiele telefoons zijn automatisch ingesteld om NL-Alert te ontvangen, maar sommige types moeten handmatig worden ingesteld. Volgend jaar zendt de overheid twee controleberichten uit. (Novum)
  Lees meer over:NL-Alert
Why isn't the government calling the LAX shooting ''terrorism?'' | The Electronic Intifada
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  Archived Version
  Mon, 04 Nov 2013 10:01
  ''Paul Ciancia, the alleged gunman who paralyzed much of Los Angeles International Airport [LAX] in a Friday shooting spree, could have turned the nation's third-busiest airport into a massive killing zone had it not been for the quick response by airport police,'' officials told USA Today on Saturday.
  Using an assault rifle, Ciancia allegedly shot and killed Gerardo I. Hernandez, 39, a Transportation Security Administration (TSA) officer, and injured two more TSA officers and two civilians before he was stopped.
  Ciancia was shot and injured by police and taken into custody. He has been charged, among other offenses, with killing a federal officer.
  Based on available information, Ciancia's alleged actions amount to a textbook case of ''terrorism'' according to the US government's own definitions. But for some reason neither media nor officials are describing it that way.
  It is instructive to look at how the US defines ''terrorism'' and compare the reaction to the LAX shooting to the aftermath of last April's Boston Marathon bombing.
  US definition of ''terrorism''As I've noted previously, the US government has no single definition of ''terrorism'' but the National Institute of Justice at the US Department of Justice points to two influential standards that are in use, one enshrined in law and the other provided by the FBI:
  Title 22 of the US Code, Section 2656f(d) defines terrorism as ''premeditated, politically motivated violence perpetrated against noncombatant targets by subnational groups or clandestine agents, usually intended to influence an audience.''
  The Federal Bureau of Investigation (FBI) defines terrorism as ''the unlawful use of force or violence against persons or property to intimidate or coerce a government, the civilian population, or any segment thereof, in furtherance of political or social objectives.''
  Both definitions of terrorism share a common theme: the use of force intended to influence or instigate a course of action that furthers a political or social goal. In most cases, NIJ researchers adopt the FBI definition, which stresses methods over motivations and is generally accepted by law enforcement communities.
  These definitions, it should also be noted, are carefully crafted to avoid including state violence as ''terrorism'' even when in every other respect, except the identity of its perpetrator, it fits the descriptions.
  Ciancia's alleged motiveBased on information released by officials, Ciancia's intent was not in doubt. USA Today reports:
  Investigators recovered a rambling note from the bag the shooter allegedly was carrying, which detailed an intent to ''kill'' TSA officers, said two federal law enforcement officials familiar with the message's contents.
  [FBI Special Agent David] Bowdich said the handwritten note made it clear that the suspect intended to kill ''multiple'' TSA employees and to ''instill fear into their traitorous minds.''
  The officials, who are not authorized to comment publicly, told USA TODAY that the note was written in a way that suggested the author expected to lose his life.
  One of the officials described the incident as a suicide mission.
  The Associated Press described the materials that were allegedly in Ciancia's possession as ''Patriot movement propaganda.''
  There is no doubt Ciancia's alleged actions clearly meet the government definition of ''terrorism'': there is evidence of premeditation, a clear anti-government motivation and an intent to ''instill fear.''
  If any example of violence deserves to be treated as ''terrorism'' then it is hard to think of a more clear-cut example.
  Is it ''terrorism'' yet?And yet, neither major media nor public officials have, as far as I can determine, applied the terms ''terrorism'' or ''terrorist'' to what happened at LAX.
  While the incident received major news coverage, there has been no national panic on the scale that followed the 15 April Boston Marathon bombing.
  Recall that after that attack, media and officials all rushed to declare the incident a ''terrorist'' attack.
  President Barack Obama, after initially hesitating, described the Boston bombing as an ''act of terrorism'' the very next day even before the identities of the suspects were known.
  With the ''terrorism'' panic in full force, the city of Boston was placed under an unprecedented curfew '' effectively martial law '' with thousands of police scouring the streets and invading people's homes as the search for the suspects went on.
  After 19-year-old suspect Dzhokhar Tsarnaev was captured by police, Obama made a statement declaring: ''We will investigate any associations that these terrorists may have had. And we'll continue to do whatever we have to do to keep our people safe.''
  He followed up with a video address to the nation, declaring that ''an act of terror wounded dozens and killed three people at the Boston Marathon.''
  Members of Congress demanded publicly that the surviving Boston bombing suspect, Dzhokhar Tsarnaev, be treated as an ''enemy combatant.''
  In fact officials of Obama's Justice Department deprived Tsarnaev of his basic civil rights by questioning him for an extended period after he was taken into custody without reading him his Miranda rights. This violation met with broad public and elite approval.
  After all, weren't we dealing with ''terrorism?''
  ContrastContrast this with Obama's silence after the LAX shooting. There's no statement about it on the White House website as of today.
  Obama has kept a low profile, speaking to officials by telephone, but saying nothing publicly to reassure an alarmed nation of his resolve against ''terrorism.''
  What's important to remember is that in the Boston case, unlike the LAX shooting, there was and is no clear evidence of a political motivation that would meet the government's definitions of terrorism.
  The only ''evidence'' was that Dzhokar and his older brother Tamerlan, killed during the manhunt, were of Chechen ancestry and Muslim background.
  Despite massive efforts, the government has found no credible evidence that the Tsarnaevs were acting on behalf of any group.
  (More than a month after the bombing an anonymous official source claimed '' rather incredibly '' that the heavily bleeding Dzhokar had scrawled a note on the side of the boat he was hiding in when he was captured, stating the attack had something to do with US occupation in Iraq and Afghanistan).
  Meanwhile, police have uncovered evidence that Tamerlan Tsarnaev was involved in a triple homicide in 2011, suggesting a hardened criminal who did not kill from a political motivation.
  Not if it's a white guy'...By now it should be clear that there is a pattern: acts of spectacular violence, predominantly by white men, are rarely termed ''terrorist'' even when all the evidence points in that direction according to the government's own standards.
  The LAX shooting is not an isolated case. Recall that on 18 February 2010, Andrew Joseph Stack flew an aircraft into an Internal Revenue Service building in Austin, Texas, in an apparent suicide mission.
  Stack killed himself and an IRS worker, Vernon Hunter. And just like Ciancia allegedly did, Stack also left a note explaining his anti-government motivations.
  Yet even as information about Stack emerged, the Obama White House and various public officials refused to label his suicide mission a ''terrorist'' attack.
  Similarly, Obama refused to term the August 2012 massacre of six persons at the Sikh Temple of Wisconsin a ''terrorist'' attack.
  The shooter, Wade Michael Page, was a US army veteran and white supremacist.
  Blaming ''mental illness''Instead of the ''terrorism'' label, the media immediately begin to pursue a line of thought suggesting that the suspect (if white) is ''mentally ill'' or a ''disturbed'' loner.
  This is already happening with Ciancia, whom The New York Times described today as ''a troubled 23-year-old, with an assault rifle and an apparent grudge against the government.''
  Ciancia, we are informed, attended a Catholic school, but there's no speculation about what role religious education might have played in his alleged actions.
  ''Several family friends, neighbors and classmates described him as having been a reserved, quiet boy who, along with his younger brother, Taylor, seemed to be scarred by his mother's long battle with multiple sclerosis and her death in 2009,'' the Times reports.
  It quotes a 21-year-old server in a local diner in the family's New Jersey hometown claiming that the Ciancia brothers ''had some depression issues, and they both got obsessive.'' The Times does not explain what qualifications the server had to make such a clinical diagnosis.
  Aside from stigmatizing mental illness, the absence of this knee-jerk reaction when Muslims are accused reflects a bizarre belief that only white people can be ''disturbed'' or ''mentally ill.''
  ''Terrorist'' as a racial termDespite the government having fairly clear definitions of what constitutes an act of ''terrorism,'' the terms ''terrorist'' or ''terrorism'' are used not to describe actions but to label people.
  It is clear these are racialized terms, applied in a discriminatory way to people perceived as Muslim, Arab or nonwhite. And as such they are terms that stigmatize entire groups of people and to justify the government's increasingly unaccountable power.
How Edward Snowden Escalated Cyber War With China
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  Archived Version
  Mon, 04 Nov 2013 09:51
  For more than a decade, a relentless campaign by China to steal valuable, confidential information from United States corporations flourished with barely a peep from Washington. And now it might never be stopped.
  The secret online assault was well-understood by the last two administrations. The program's scope was confirmed in a 2009 classified inquiry that discovered Chinese hackers - many of them traced to facilities connected to the People's Liberation Army - had penetrated not only all of the corporate computer networks analyzed, but also every examined computer system used by state or federal agencies.
  Still, the State Department warned - as it had for years - that publicly confronting China over its online economic warfare would damage relations with Beijing, so American government statements about the hacking did not disclose the scope of China's efforts. It was not until October 2011 that the Obama administration pulled back the curtain a bit on a single page of a little-noticed public report by the Office of the National Intelligence Executive. But that muted warning bell did nothing to slow the hacking or to create greater concern on Capitol Hill, and Washington's demands that China rein in its hacking continued to be delivered quietly in diplomatic tªte- -tªtes.
  All that changed early this year. In January, The New York Times reported that Chinese hackers had infiltrated its computers after Beijing threatened "consequences" if the newspaper published an unflattering article about the country's prime minister. In February, Mandiant, a security firm, disclosed that hackers from the Chinese military unit 61398 had stolen data from scores of American companies and agencies. In March, Tom Donilon, then the national security advisor to President Obama, publicly urged China to curtail its cyber activities. Then, administration officials leaked classified details of a Pentagon report that Chinese hackers had obtained designs for scores of the nation's most sensitive advanced weapons systems, including some critical to missile defenses and combat aircraft.
  China's protests that it did not engage in hacking were waved aside by Washington, which pushed forward with a plan to publicly confront its leaders. In May, Donilon flew to Beijing to meet senior government officials there and set the framework for a summit between Obama and Chinese President Xi Jinping; Donilon and other American officials made it clear they would demand that hacking be a prime topic of conversation. By finally taking the step of putting public - and, most likely, international - pressure on the Chinese to rein in their cyber tactics, the administration believed it was about to take a critical step in taming one of the biggest threats to America's economic security.
  But it didn't happen. The administration's attempt to curb China's assault on American business and government was crippled - perhaps forever, experts say - by a then-unknown National Security Agency contractor named Edward Snowden.
  Snowden's clandestine efforts to disclose thousands of classified documents about NSA surveillance emerged as the push against Chinese hacking intensified.Mark Henley / Panos Snowden's clandestine efforts to disclose thousands of classified documents about NSA surveillance emerged as the push against Chinese hacking intensified. He reached out to reporters after the public revelations about China's surveillance of the Times's computers and the years of hacking by Unit 61398 into networks used by American businesses and government agencies. On May 24, in an email from Hong Kong, Snowden informed a Washington Post reporter to whom he had given documents that the paper had 72 hours to publish them or he would take them elsewhere; had the Post complied, its story about American computer spying would have run on the day Donilon landed in Beijing to push for Chinese hacking to be on the agenda for the presidential summit.
  The first report based on Snowden's documents finally appeared in The Guardian on June 5, two days before the Obama-Xi meeting, revealing the existence of a top-secret NSA program that swept up untold amounts of data on phone calls and Internet activity. When Obama raised the topic of hacking, administration officials say, Xi again denied that China engaged in such actions, then cited The Guardian report as proof that America should not be lecturing Beijing about abusive surveillance.
  "Snowden couldn't have played better into China's strategy for protecting its cyber activities if he had been doing it on purpose,'' one American intelligence official says.
  Snowden's revelations quickly veered away from what he called the NSA's "domestic surveillance state" to overseas espionage by the United States. After fleeing to Hong Kong, he provided local reporters with NSA documents and told them the United States was hacking major Chinese telecommunications companies, a Beijing university and the corporate owner of the region's most extensive fiber-optic submarine cable network. That information, government officials and industry experts say, is now used by the Chinese to deflect criticisms of their hacking, both in meetings with the administration and at cyber security conferences.
  The activities of the two sides, however, are vastly different in scope and intent. The United States engages in widespread electronic espionage, but that classified information cannot legally be handed over to private industry. China is using its surveillance to steal trade secrets, harm international competitors and undermine American businesses.
  "Snowden changed the argument from one of 'The Chinese are doing this, it's intolerable' to 'Look, the U.S. government spies, so everybody spies,' '' says Richard Bejtlich, chief security officer at Mandiant, the firm that linked hacking intrusions in America to the Chinese military. "Of course the U.S. spies, but none of what the U.S. is doing is benefiting American business, and pretty much everything the Chinese are doing is benefiting Chinese businesses."
  China does not limit its computer espionage to America: All of western Europe, Australia, Japan, and other industrialized nations have been targeted, a fact the Obama administration had hoped to leverage into unified international pressure against Beijing. But subsequent Snowden disclosures about American surveillance of allied countries and world leaders (including German Chancellor Angela Merkel) have robbed the United States of the ability to persuade other countries to join it in condemning China.
  "I don't think that point is going to win the day with Angela Merkel anymore,'' says Jason Healey, director of the Cyber Statecraft Initiative at the Atlantic Council, a national security think tank in Washington. "Certainly no one cares anymore about our whining about Chinese espionage. The time we had for making the case on that is long gone. Internationally, I don't see how we recover.''
  Some security industry and former intelligence officials say they originally believed Snowden's apparent outrage at espionage by governments might lead him to expose activities by the Chinese, who use their hacking skills not only for economic competition but to track and damage dissidents overseas and monitor their citizens. There was good reason to believe Snowden had plenty of details about Beijing's activities - he has publicly stated that as an NSA contractor he targeted Chinese operations and taught a course on Chinese cyber counterintelligence. And while he says he turned over his computerized files of NSA documents to journalists in Hong Kong, he boasts that he is so familiar with Chinese hacking techniques that there is no chance the government there can gain access to his classified material.
  China does not limit its computer espionage to America: All of western Europe, Australia, Japan, and other industrialized nations have been targeted.REUTERS/Stringer But outside of American intelligence operations conducted there, Snowden has revealed nothing about surveillance and hacking in China, nor about the techniques he asserts he knows so well.
  And there is plenty to disclose. The threat of Chinese espionage is so large that Senator Sheldon Whitehouse, D-Rhode Island, who chaired the Intelligence Committee's Cyber Task Force, proclaimed it to be part of "the biggest transfer of wealth through theft and piracy in the history of mankind."
  The major impetus behind China's use of hacking as an economic and military strategy came in the wake of the Persian Gulf War in 1991. At the time, both Iraq and China had a similar strategy: They believed that having enough armor, weapons, and fighters could deter any military assault. But the United States and its allies swept aside the Iraqi military almost effortlessly. The strategy of relying on large masses of equipment wouldn't work against the technological sophistication of American weaponry, leaving China solely with nuclear weapons as a counter to any conventional confrontation - a position no rational military strategist would want to adopt.
  "Imagine being a [People's Liberation Army] planner watching that war unfold and realizing your strategy didn't match up with the adversary you wanted to match up against,'' says Stewart A. Baker, former assistant secretary for policy at the Department of Homeland Security and former general counsel to the NSA.
  Recognizing that it could not compete on the battlefield against America's military, China turned to hacking. Late in 1991, Chinese leaders began to spend a massive amount of money to develop, acquire and field advanced cyber technology in the government, the military and the civilian sector. If the Americans had better technology, the Chinese would take it; if they attempted to attack, Beijing would fight back in ways the United States couldn't predict.
  "Twenty years after Iraq, China has stealth fighters stolen with hacker techniques, designs for its carriers, and can pick and choose from all the research the United States has paid for,'' Baker says. "If we find ourselves in a serious conflict with a nation with those capabilities, we could find ourselves threatening cruise missile strikes and discover that hackers shut off all the power in New York" as a warning of how much power they have to disrupt and inflict damage - potentially including the American weapons reliant on computers to operate.
  In its economic hacking, the Chinese go far beyond stealing information from American defense contractors. "If you have an information system connected to the Internet and you have information that is of great interest to China, they probably have it already,'' says Martin Libicki, a senior management scientist at the Rand Corporation who specializes in the impacts of information technology on domestic and national security.
  Plenty of American companies have learned that lesson. As a result, cyber security experts say, some companies are now contacting them for help rooting out hackers, not because they have experienced any problems but simply because they have Chinese corporate competitors. "That's different from what it was three years ago when people thought it was make-believe,'' says Tim Ryan, who ran the FBI's largest cyber squad and is now managing director of the cyber practice at Kroll, the international security giant. "Some organizations know they'll be in the crosshairs of Chinese hackers and want to start looking. And the number of times hackers are found is really high."
  In the last few years, dozens of companies - including some in high-tech, energy, and finance - have reported that their computer systems were hacked and their proprietary data stolen by the Chinese government. In 2010, for example, Google disclosed that it had been the target of an attack involving malicious software, dubbed Aurora. The attack was used to set up a virtual information "buffet" - the hackers examined Gmail for information on political dissidents and to see if U.S. law enforcement was monitoring the accounts of Chinese spies in America. The Chinese also loaded up their plates with intellectual property related to services and products, such as search engine technology, and passed that to Google's Chinese competitors. And the attack wasn't limited to Google - security industry executives say Aurora struck hundreds, if not thousands, of companies.
  The bad news on top of all the bad news? Knowing that the espionage is taking place doesn't help much - there are no widely used technological fixes available to prevent a network infiltration. "There's a lack of good mitigation options in the United States in terms of stopping the attacks,'' says Kenneth Geers, senior global threat analyst with FireEye, a company that specializes in protecting clients against advanced cyber attacks. "Cyber defense is a new and immature discipline that has a long way to go."
  Despite the threat to corporate secrets, strategies, and intellectual property posed by Chinese hackers, experts say, plenty of businesses discount the threat, leaving them open to damage. "Many companies have not paid serious attention to securing their networks,'' says James A. Lewis, director of the Technology and Public Policy Program at the Center for Strategic and International Studies. "This means that it is very easy for Chinese hackers to extract intellectual property from companies in the U.S. and around the world."
  This is not simply a matter of which companies have the most sales, security industry officials say. If an American business invests hundreds of millions of dollars in developing an industrial product only to see the work stolen, if it creates a trading strategy only to have Chinese businesses take advantage of it, if it pays for customer research only to have it go to a competitor, it will eventually die.
  "I don't know what the tipping point is, but a parasite can always kill the host,'' says Jeffrey Caton, president of Kepler Strategies, a consulting firm on aerospace, cyberspace, and national security issues. "The long-term effects could be stagnation in research and development, or eventually companies going out of business in the U.S."
  Now, though, with the world raging about the NSA secrets exposed by Snowden, the threat to American companies by Chinese hacking is being ignored once again, opening up the possibility that the threat that for so many years raised so much concern behind closed doors in Washington could now grow more destructive than ever.
  "It certainly seems that China is in a position to act with far more impunity because the United States and other nations are distracted by the NSA spying scandal,'' Healey says. "The American private sector was already having it bad before. Now it is only going to get worse."
Old testament and new testament journalism >> Pressthink
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  Mon, 04 Nov 2013 03:48
  ''Each form can spur the other, keep it honest.''This is the sketch I am going to present in a few hours to the Public Knowledge Forum at the Sydney Opera House in Sydney, Australia. Because it is only a sketch, it leaves out a lot of detail and of course over-simplifies in the interest of avoiding another boring conference presentation.
  The old
  The free press gods initially gave us the old testament. Then the news testament rose and took over for about 90 years. Recently the old testament has roared back to life and now we have something close to parity or d(C)tente, in which it is recognized that we need both. ''Each form can spur the other, keep it honest,'' as New York Times columnist Roger Cohen recently put it.
  In old testament journalism, ''the public'' is the people who gather around the news to talk about it. Political argument and the informational goods delivered by journalism '-- ''what's happening'' and how we should think about it '-- are so intertwined that it makes little sense to separate the two. A representative figure from the eighteen century would be the great pamphleteer Tom Paine, a trouble-maker who tried to rouse public opinion against arbitrary power.
  Today Glenn Greenwald, recently of The Guardian, works the same way. He's a trouble-maker who tries to rouse public opinion against the misuse of power. In his journalism there is no natural separation between political argument and information about what's happening. Roger Cohen spoke of colleagues like former Times editor Bill Keller as ''old school journalists'' who observe the ''traditional'' claims to impartiality but in my view this incorrect. Greenwald's in the old school, and New York Times journalism is the more recent tradition.
  The events by which Edward Snowden came to trust Greenwald over the New York Times tell us a great deal about the return of old testament influence amid the problems with new testament journalism. But we are getting ahead our story.
  In old testament journalism financial support is difficult to obtain, opposition is intense, competition is fierce, the authorities are frequently upset with the trouble-makers in the press, popularity balloons and contracts with events and revelations. It is a wild ride and a precarious way of life.
  Old testament journalism began in the U.S. with the campaign to unite the colonies against British rule. A close cousin to freedom of speech, the old testament was memorialized in the First Amendment to the United States Constitution'-- which of course protects other forms, as well. It had a diminished presence in the 20th century as new testament journalism rose to power and the old became a sub-current. But it never stopped flowing and today it draws new life from the Internet.
  The new
  In new testament journalism, ''the public'' is the people who are outsiders to political events'-- and to power. They are busy, preoccupied with making a living, raising their kids and attending to other spectacles, and so they need to be kept informed by specialists in news.
  Salvation, in new testament journalism, is achieved by separating facts and values, symbolized of course by the division between the news and opinion pages in American newspapers, and by the imperative of ''impartiality'' encoded into the BBC in Britain and the ABC in Australia. Who is the Tom Paine of the BBC? There is none and there never has been. It's against their religion.
  New testament journalism is a 20th century thing. It is associated with the doctrine of ''objectivity'' but even more with the rise of professionalism in the press, which began with the first movements toward schools of journalism around 1908, followed by professional associations in the 1920s and 1930s.
  In new testament journalism, the media's financial security is the norm, made possible by high barriers to entry and large capital costs required to deliver news. The new testament style is risk-adverse because the news delivery franchise is so valuable. The mission is not to move public opinion but to maintain trust or, to put it another way, to protect the brand. Audiences tend to be stable. The authorities learn to regularize their relationship with the journalists. Professionalism in journalism and broadcasting interlocks well with professionalism in politics and other knowledge fields. Thus, the rolodex of reliable experts.
  New testament journalism also has its heroic forms, especially investigative journalism. Its representative figure is Bob Woodward of the Washington Post (or, in the mythic version, Robert Redford) and the symbolic high point is the resignation of Richard Nixon in August 1974, in part because of the Post's relentless reporting. Recalling those events, new testament sages talk of ''shoe leather reporting'' when they want to explain what virtue in journalism is.
  Comparisons
  Old testament journalism treats everyone as a participant in the great conversation of democracy. New testament recognizes that there are insiders and outsiders, players and spectators. It tries to mediate between them.
  In new testament pressthink, people need the facts first. After they are informed by facts they can develop opinions and ''make up their own minds.'' In old testament logic, people first need to join the argument. Then they will feel the need to keep themselves informed.
  New testament journalism is strong on reliability, predictability, civility, professionalism and the maintenance of reputation over time, which has obvious benefits for advertisers and for political coalitions expected to vote to maintain taxpayer subsidies to the BBC and the ABC. Old testament journalism is strong on participation and mobilization. It is more risk-tolerant, less likely to censor itself to avoid giving offense. It gives the individual journalist a voice and identity. New testament journalism subsumes these under the corporate brand.
  Old testament journalism has vices too. It is financially precarious and so it can often be bought off. It goes to extremes more often and may distort the picture by neglecting the inconvenient fact. In old testament journalism the constant danger is that the truthtelling will decay into propaganda and news will become comfort food for loyalists. In the new testament style, the danger is that truthtelling will decay into ''he said, she said'' and the dialect of insiders that I have called ''the savvy.''
  D(C)tente
  Today, well-known troubles with the business model have weakened new testament journalism by eroding monopolies and opening the field to lower-cost competitors. The internet solves the distribution-of-news problem for all players. As my colleague Clay Shirky has said, it changes publishing from an industry or a job to a button. This has allowed the old testament forms to gain new life. Other weaknesses in new testament traditions have been exposed, as well, such as the intimidation of the press after September 11 and the failure to detect a faulty case for war in Iraq in 2003.
  A kind of new testament fundamentalism common in journalism from the 1970s to the 1990s held form through the early years of blogging in this century. It felt scorn for the more opinionated style and ridiculed its followers as ''echo chambers.'' It defined itself as ''the traditional'' and dismissed everyone else as marginal. This was arrogance born of monopoly.
  But then new testament journalists started blogging themselves and more recently they have taken to social media with genuine enthusiasm. Today they are not as confident that they have all the answers. They know that their business model is broken. They can see the advantages in personal voice and persuasive power that accrues to the Glenn Greenwalds and other practitioners of the personal franchise model in news. They understand that the people formerly known as the audience want to participate more in the news and that the insiders are less trusted than ever.
  All of these forces are pushing new testament journalism toward reconciliation and detente with the old, a symptom of which is this exchange between former New York Times editor Bill Keller and Greenwald. Keller says:
  I find much to admire in America's history of crusading journalists, from the pamphleteers to the muckrakers to the New Journalism of the '60s to the best of today's activist bloggers. At their best, their fortitude and passion have stimulated genuine reforms (often, as in the Progressive Era, thanks to the journalists' ''political relationships with governments''). I hope the coverage you led of the National Security Agency's hyperactive surveillance will lead to some overdue accountability.
  But the kind of journalism The Times and other mainstream news organizations practice '-- at their best '-- includes an awful lot to be proud of'...
  Very true. Neither form has a monopoly on virtue. Great journalism as Greenwald often says, can come from both traditions. I'm Jewish, and so more of an old testament guy. But I too think we need both, plus future forms that combine the two in novel fashion. The messiah hasn't come yet.
US tech companies could go 'dark' to regain trust
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  Mon, 04 Nov 2013 03:46
  With more internet users going dark, will tech companies follow them? Owen's/FlickrWith each new revelation of the scope of the American National Security Agency's spying, perceptions of the importance of privacy are hardening around the world.
  Systematic monitoring of the world's communications can possibly be justified when terrorism is the driver, but it's clear the spying has not been limited to terrorist targets.
  Brazil's largest oil company Petrobas has been spied on along with the United Nations and possibly the most shocking of all, the phone calls of German Chancellor Angela Merkel.
  There could be no justification for spying on Angela Merkel on the basis of protecting the US or anyone else against terrorism. This was plain political espionage using the massive technological monitoring capabilities at the NSA's disposal.
  German Chancellor Angela Merkel has been the subject of spying. EPA/Wolfgang Kumm/AAP
  Nobody could be left in any doubt that the US's interests extend beyond terrorism and for that reason corporations and civilians worldwide are always going to be ''subjects of interest''.
  After discovering that it has been subjected to NSA spying, Brazil has initiated calls for internet infrastructure and governance that bypasses the US. Brazilian President Dilma Rousseff is trying to legislate that internet companies like Google and Facebook store all data relating to Brazilian users locally, a move being opposed by these companies.
  Brazil is also building a ''BRICS Cable'' that connects Brazil, Russia, India, China and South Africa in order to bypass the the current cable that is routed through Miami.
  At the same time, internet users are revisiting their use of encryption and anonymisation technologies. Although the move to try and protect privacy might have started because of concerns over the NSA, there is now general acceptance that it's not simply the US that is engaging in systematic monitoring. This has been a worldwide phenomenon with the only distinction being whether the spying was done simply in the individual country's interests or on behalf of another like the US.
  Security analyst Bruce Schneier has outlined 5 pieces of advice for those wishing to remain secure from the NSA and other agencies.
  Going darkThe first recommendation he makes is to ''hide in the network''. In essence, this means becoming part of the ''dark web'' provided by technologies such as Tor. This advice has been heeded by many people, with the number of users of the Tor network surging in August from 1 million to 5 million daily users. Users rated by country reflect those most affected by the NSA spying, namely; US, Brazil, Germany, France and Spain.
  Using Tor is relatively straightforward involving the download of a Tor browser bundle that handles the connection to the network along with providing a browser that is set up to maintain anonymity.
  Tor does restrict what you can do on the web and involves the user understanding that Tor hides the details of the internet address you are using, not what you then subsequently do on the internet. There is no point using Tor, for example, if you are then going to log on to Facebook. Secure applications that encrypt all communications do exist however. One such application, Cryptocat, can be used to provide secure encrypted internet messaging.
  Schneier also argues users should be suspicious of commercial encryption software from large vendors. Here the question of who you trust becomes more challenging.
  Apple has claimed it is not able to read user's iMessage messages, but this has now been demonstrated to be false and certainly within the NSA's capabilities even without Apple's assistance.
  Instead of using commercial software, Schneier recommends using public-domain and open source encryption.
  If you can't beat them, join them?All of this has left companies like Google, Yahoo, Apple and others in a quandary. It is one thing for individual users to decide to protect themselves and to implement encryption technologies on top of their services but it would become quite catastrophic for their businesses if governments started moving against them, following the lead of China, Iran and other countries.
  There is definitely a motivation for major technology companies to provide a verifiably secure means of allowing users to communicate securely without an ability for them to provide access to security agencies, even if requested to. Two companies, Silent Circle and Lavabit, have come together to form the Dark Mail alliance in an attempt to do exactly this.
  The Dark Mail alliance will attempt to create open source protocols that allow for end-to-end encrypted email without the possibility of back doors. Both companies do have the advantage of some credibility. Lavabit was the service that Edward Snowden used when communicating with journalists and was forced to shut down when the FBI demanded it hand over keys to access encrypted communication from Snowden.
  Silent Circle was formed by Phil Zimmerman, the inventor of the open source PGP encryption software which is still one of the most secure and trusted ways of encrypting email and other data available today.
  The question is whether companies like Google would be equally trusted if they were to implement Dark Mail or even their own version of Tor. But this is just what they may have to do to retain the trust of users and avoid countries legislating against their use or moving to create their own national versions of Dark Mail.
  Sign in to Favourite1 CommentTagsOnline privacy, Google, Apple, Surveillance, Spying, Cryptography, NSA leaks, NSA
  Related articles 1 November 2013 Calm down, Australian intelligence forces are just doing their job 31 October 2013 Beyond the IT crowd: the pitch for Google's Australian Big Tent 31 October 2013 Australia's biggest 'China threat' is not Huawei, but itself 30 October 2013 Political wheel may be turning on the NSA's surveillance programs 29 October 2013 Obama's soft power a hard sell after NSA revelations
Global warming 'pause' may last for 20 more years and Arctic sea ice has already started to recover | Mail Online
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  Mon, 04 Nov 2013 03:37
  Study says warmer temperatures are largely due to natural 300-year cyclesActual increase in last 17 years lower than almost every predictionScientists likened continuing pause to a Mexican wave in a stadiumBy David Rose
  PUBLISHED: 19:32 EST, 2 November 2013 | UPDATED: 20:00 EST, 2 November 2013
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  The 17-year pause in global warming is likely to last into the 2030s and the Arctic sea ice has already started to recover, according to new research.
  A paper in the peer-reviewed journal Climate Dynamics '' by Professor Judith Curry of the Georgia Institute of Technology and Dr Marcia Wyatt '' amounts to a stunning challenge to climate science orthodoxy.
  Not only does it explain the unexpected pause, it suggests that the scientific majority '' whose views are represented by the UN Intergovernmental Panel on Climate Change (IPCC) '' have underestimated the role of natural cycles and exaggerated that of greenhouse gases.
  Pause: How the Earth's average temperature defied scientists' predictions by remaining almost the same
  The research comes amid mounting evidence that the computer models on which the IPCC based the gloomy forecasts of a rapidly warming planet in its latest report, published in September, are diverging widely from reality.
  The graph shown above, based on a version published by Dr Ed Hawkins of Reading University on his blog, Climate Lab Book, reveals that actual temperatures are now below the predictions made by almost all the 138 models on which the IPCC relies.
  The pause means there has been no statistically significant increase in world average surface temperatures since the beginning of 1997, despite the models' projection of a steeply rising trend.
  According to Dr Hawkins, the divergence is now so great that the world's climate is cooler than what the models collectively predicted with 'five to 95 per cent certainty'.
  Curry and Wyatt say they have identified a climatic 'stadium wave' '' the phenomenon known in Britain as a Mexican wave, in which the crowd at a stadium stand and sit so that a wave seems to circle the audience.
  Recovery: A new study suggests global warming is at a halt and Arctic seas are starting to recover
  In similar fashion, a number of cycles in the temperature of air and oceans, and the level of Arctic ice, take place across the Northern hemisphere over decades. Curry and Wyatt say there is evidence of this going back at least 300 years.
  According to Curry and Wyatt, the theory may explain both the warming pause and why the computer models did not forecast it.
  It also means that a large proportion of the warming that did occur in the years before the pause was due not to greenhouse gas emissions, but to the same cyclical wave.
  'The stadium wave signal predicts that the current pause in global warming could extend into the 2030s,' said Wyatt. This is in sharp contrast with the IPCC's report, which predicts warming of between 0.3 and 0.7C by 2035.
  Wyatt added: 'The stadium wave forecasts that sea ice will recover from its recent minimum.' The record low seen in 2012, followed by the large increase in 2013, is consistent with the theory, she said.
  Even IPCC report co-authors such as Dr Hawkins admit some of the models are 'too hot'.
  He said: 'The upper end of the latest climate model projections is inconsistent' with observed temperatures, though he added even the lower predictions could have 'negative impacts' if true.
  But if the pause lasted another ten years, and there were no large volcanic eruptions, 'then global surface temperatures would be outside the IPCC's indicative likely range'.
  Professor Curry went much further. 'The growing divergence between climate model simulations and observations raises the prospect that climate models are inadequate in fundamental ways,' she said.
  If the pause continued, this would suggest that the models were not 'fit for purpose'.
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Thank Butterflies For Daylight Saving Time.
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  Source: PG.Kelly's Linkblog News
  Mon, 04 Nov 2013 03:28
  Senate Sergeant at Arms Charles P. Higgins turns forward the Ohio Clock for the first daylight saving time, while Senators William M. Calder (NY), Willard Saulsbury, Jr. (DE), and Joseph T. Robinson (AR) look on, 1918. Credit: Wikipedia
  Time is what we make of it, and this weekend citizens of 70 countries across the world will advance their clocks one hour ahead in homage to daylight saving time. For U.S. the transition occurs at 2 a.m. Sunday morning March 10. All states except Arizona and Hawaii observe DST.
  If you're into astronomy, daylight saving time has both pluses and minuses. The sun will set an hour later Sunday or just after 7 p.m. Since I get off work around 6:30 p.m. I'll not only get to drive home in daylight but also have time to drive to a place to spot Comet L4 PANSTARRS.
  Without DST, the sun would set around 6 p.m. and I'd have to hurry to catch the comet before it set. On the minus side, that extra hour carried over into the summer means that the sky doesn't get dark at my location until after 11:30 p.m., necessitating staying up VERY late to look through a telescope at the night sky.
  George Vernon Hudson of New Zealand, the first person to make a public proposal for adopting daylight saving time. Credit: Wikipedia
  Historians agree that one George Vernon Hudson was behind the creation of daylight saving time. Born in England in 1867, Hudson loved collecting insects. By age 14 he had published his first paper in the British journal The Entomologist and exhibited a hermaphrodite moth at a meeting of the Royal Entomological Society of London. In 1881 he moved to New Zealand with his father and pursued his insectivorous interests there.
  Hudson was also passionate about astronomy. He observed and took notes on eclipses in both England and New Zealand and was one of the discoverers of Nova Aquilae in June 1918. For a brief time this ''new star'' shone almost as bright as the star Sirius, gaining fame as the brightest nova of the 20th century. You can still see the star '' now called V603 Aquilae '' to this day in a 6-inch or larger telescope glowing meekly around 12th magnitude. Click HERE for a chart.
  1840 painting titled ''Der Schmetterlingsjaeger'' (The Butterfly Hunter) by artist Carl Spitzweg
  In his adopted country, Hudson worked on a farm and then took a job at the post office where he worked until his retirement in 1918. Routine working hours meant he was free in the evenings to pursue insect collecting. No surprise then that Hudson valued all the sunlight he could get, since it afforded him more time to collect his favorite butterflies and and moths.
  That's when he came up with a truly bright idea. Why not extend daylight hours into summer evenings to allow the public to take advantage of outdoor activities?
  On October 15, 1895 Hudson read a paper titled On Seasonal Time before the Wellington Philosophical Society. Here's the nut of his proposal:
  ''In order to more fully utilise the long days of summer, it is proposed on the 1st October of each year to put the standard time on two hours by making 12 (midnight) into 2 a.m., whilst on the 1st March the time would be put back two hours by making 2 a.m. into 12 (midnight), thus reverting to the present time arrangements for the winter months. The effect of this alteration would be to advance all the day's operations in summer two hours compared with the present system. In this way the early-morning daylight would be utilised, and a long period of daylight leisure would be made available in the evening for cricket, gardening, cycling, or any other outdoor pursuit desired.''
  As you can see, Hudson proposed a two-hour shift that would be reversed in the winter months when people spent more their time indoors (or, ahem, not collecting insects). Although not well-received at the time, he outlined in detail the benefits of what has since been widely adopted as daylight saving time. Benjamin Franklin had played around with the idea as an exercise to save money on candles back in 1784 but did not carry it further.
  Englishman William Willett independently proposes an alternate form of DST to extend summer evening light by incrementally moving clocks forward 20 minutes each Sunday in April and then switching back to standard time by moving clocks back 20 minutes each Sunday in September. Although the proposal was heard by the British Parliament, it failed mostly because farmers didn't like the idea.
  Saving daylight during the World War II years. Credit: Wikipedia
  The first countries to adopt the new time were Germany and Austria during World War I as an austerity measure to reduce energy consumption by artificial lighting. Britain and other countries including the U.S. followed.
  Here are some DST highlights in U.S. history:
  * After World War I daylight saving time was repealed because it was unpopular.
  * Re-instituted and called ''War Time'' by President Franklin D. Roosevelt after the Pearl Harbor bombing that brought the U.S. into World War II. War Time was in effect year-round between February 9, 1942 to September 30, 1945.
  * Between 1945 and 1966 states could individually decide when to begin and end DST. This caused great confusion in train, plane, bus and broadcasting schedules until the Uniform Time Act of 1966 that fixed the start of daylight time on the last Sunday of April and end on the last Sunday of October.
  * After the Arab oil embargo in 1973, Congress extended DST to 10 months in 1974 and 8 months in 1975, returning to the original fixed times in 1976.
  * As part of the Energy Policy Act of 2005 and implemented in 2007, DST starts on the second Sunday in March and ends on the first Sunday in November
  The countries shown in blue all use DST though the time it begins and ends varies. Credit: Wikipedia
  Today over a billion people across the planet use daylight saving time. What was it I read somewhere that the flap of a butterfly's wings magnified across time could affect the weather on the opposite side of the globe? Hmmm '...
  . Bookmark the
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VIDEO-BBC News - Art stolen by Nazis found in Munich
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  Mon, 04 Nov 2013 03:18
  A collection of 1,500 artworks confiscated by the Nazis in the 1930s and 1940s has been found in the German city of Munich.
  The trove is believed to include works by Matisse, Picasso and Chagall.
  Art historian Godfrey Barker told the BBC that this is "possibly the biggest story of art recovered from World War II since the Austrians unveiled 10,000 pictures three years ago".
Britten door crisis massaal aan de junkfood
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  Source: VK: Home
  Mon, 04 Nov 2013 02:59
  Bewerkt door: redactie '' 04/11/13, 02:56 '' bron: ANP
  (C) thinkstock.
  Britten zijn door de economische crisis steeds slechter gaan eten. Dat blijkt uit een maandag verschenen onderzoek van het Instituut voor Fiscale Studies, dat het aankoopgedrag van ruim 15.000 huishoudens onder de loep nam. Gemiddeld zouden Britse consumenten zo'n 8,5 procent minder uitgeven aan voedsel dan voor de recessie.
  (C) thinkstock.
  Volgens de onderzoekers heeft de economische crisis vooral de lage-inkomensgroepen veroordeeld tot junkfood. Voedselprijzen in Groot-Brittanni stegen tussen 2005 en 2012 veel sterker dan in andere ontwikkelde economien, terwijl het inkomen van de meeste Britten nauwelijks toenam.
  Suikerrijk etenVeel minima zetten daarom het mes in het budget voor maaltijden. Ze kopen soms minder eten dan voorheen, of kiezen voor goedkope en ongezondere gerechten. Zo zouden families met kinderen vaak meer suikerrijk eten kopen dan voor de crisis, terwijl gepensioneerden juist meer verzadigde vetten zijn gaan eten.
  De regering en de linkse oppositiepartij Labour steggelen al tijden over de dalende levensstandaard in het land. Zo is het aantal Britten dat een beroep doet op voedselbanken enorm gestegen.
  Minder bewegenUit een andere IFS-studie blijkt nu dat Engelse consumenten in vergelijking 1980 nu zo'n 15 tot 30 procent minder calorien binnenkrijgen. Dat het aantal Engelsen met fors overgewicht ondertussen is toegenomen, komt volgens het instituut vermoedelijk doordat mensen minder zijn gaan bewegen.