Tags
transfer agent JOBS Act Reg A+ Reg D annual meeting proxy corporate governance compliance Investor relations equity crowdfunding investor communications
Biography
Patrick Tracey is Director, Business Development. In this role, Pat is responsible for business development within the US corporate issuer community.
Pat joined Morrow Sodali from Carta, Inc. where he led business development efforts for Carta’s transfer agent program. Previously, Pat led business development for public and private companies for transfer agent, equity crowdfunding, stock plan and related governance & compliance programs for Computershare. Pat spent many years at ChaseMellon Shareholder Services where he focused on insurance, bank and credit union demutualization, among other areas. Pat began his career at Morrow and Co.
Pat is a former President of NIRI’s largest chapter, NIRI New York, and was a member of the NIRI Annual Conference Committee in 2018. He is a board member of the Crowdfunding Professional Association.
He holds a BS in Management from New York University.
Experience
Senior Vice President, Business Development
Computershare
January 2000 - September 2018
Vice President
ChaseMellon Shareholder Services
January 1984 - January 2000
Vice President
Manufacturers Hanover Trust
January 1981 - January 1984
Director, Transfer Agent Sales | Public Markets
Carta
October 2018 - present
Education
New York University
Bachelor's Degree
Other
Publications
Transfer Agents are not Just for Public Companies
Equities.com
October 2016
An overview of the reasons why private companies that have issued stock should explore the options of working with a transfer agent for record-keeping services.
Private Banks and the Importance of Proper Investor Recordkeeping
Equities.com
February 2017
Just because privately held banks don’t face the same reporting requirements as their public counterparts doesn’t mean there isn’t very good reason to keep accurate shareholder records. This article explores the questions private banks should ask when it comes to their investor records.
What is the role of a transfer agent in crowdfunding?
The role of the transfer agent is the same - whether the issuer is a Fortune 100 publicly listed company or a small non-exchange listed company with 20 shareholders. The primary role is to maintain the share register using the best practices of the industry and adhereing to the regulations set forth by the agencies which regulate this space.
Within the Crowdfunding community - in the Regulation A space - the use of a transfer agent is required by the Securities and Exchange Commission ("SEC"). Perhaps one of the attorneys on ECO can provide chapter and verse....as I did not get a law degree on the way to work today. However, the reason why a Transfer Agent is required - is an attempt by the SEC to provide some oversight to the process. The SEC has regulatory oversight of those Transfer Agents who register with it. Accordingly, they have the ability to oversee the process during yearly audits and believe that new issuers who are using a transfer agent who is SEC compliant - will benefit from their experience in handling shareholder records and that share transfers are posted within timing guidelines set by the SEC. It provides the SEC with some assurance that somebody's brother in law is not keeping the share register. It gives comfort to the SEC, and it should give comfort to the ecosystem ( Issuers, Portals, Lawyers, Investors and other interested parties) that the issuer is availing itself of 'best practices' in governance, compliance and shareholder relations.
At the appropriate time after capital is raised - shareholder records move from the Portal to the Transfer Agent. From there - the Transfer Agent is the recordkeeper of the shares of the company. The transfer agent keeps the share registry and often performs other tasks for the issuer such as dividend payments, corporate actions processing, annual meeting proxy tabulation and some offer the company a web based tool to track issues important to them ( shares outstanding, investor lookup) and offer shareholders a portal to view their share position, and have some "self service" tools to perform some work ( i.e. address changes, proxy voting, replace uncashed dividend checks and obtain a copy of 1099 Forms) requested by the shareholder. Shareholder transfers also are performed by the transfer agent as well.
It's not much different from the work a transfer agent would do for a large cap public company.
So in closing - the Transfer Agent's role is in a support role once the capital is raised and the company is in "business as usual" mode - and helps insure that the shareholder records are in order and helps the company and its investors keep track of their respective concerns on an ongoing basis. It's an important part of the crowdfunding ecosystem. Happy to discuss with anyone - just get in touch with me.
Official answer = I don't know. A best guess? Have to look at this in a few ways. Large corporate banks like BNY, JPM and the like are already embracing crowdfunding and other related Fintech startups in many ways. One way is to sponsor young entities. I attended an event hosted by Barclays accelerator - where Barclays helps nurture startups with office space and mentoring. In a perfect world - banks that sponsor young companies that have a chance to grow into micro caps, and rise up to be the next Unicorn and IPO and go forward. Think of it like the "NBA Development League" of of prospective growing companies who could - as they grow - have an ongoing relationship with the large bank and with each succeeding year potentially consume more and more banking services.
With regard to Equity Crowdfunding - I would think the large banks would continue to push issuers to pursue an IPO than say a JOBS Act / Reg A transaction. I see the large banks being a "me too" entrant into the equity crowdfunding space. Can they make enough money working on a small capital raise - unless there is a large ongoing dealflow? Hard to say. There are many niche players who are working in the Equity Crowdfunding space, as well as equity crowdfunding portals, some of whom have broker dealer arrangements. If there becomes a steady stream of "sexy" Reg A and A+ transactions - and more having a high visibility in the market - I could see large cap banks perhaps making an acquisition to enter the space.
Just my $0.02 - and a guess.
Pat
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