好消息是，《JOBS法案》还包含了一类新的P2P企业/众筹平台的规定。这类企业被称为“新兴成长型企业”，年收入必须不得高于十亿美元。《法案》对这些新兴成长型企业给予一些特殊优惠，比如减少证券招股说明书中通常所需的财务信息披露，没有对财务报告提供的内部控制审计师认证（“萨班斯 - 奥克斯利法案”所要求），可以选择新的或修订的会计程序（当完成时）。一个新兴的成长型公司还可以在信息保密的基础上向美国证券交易委员会提交其初次登记表，使发行人能够解决在向大众公开致歉，根据最初的美国证券交易委员会的工作人员的意见进行修改。
据P2P业内人士Online lending House统计，截至2015年年底，超过30％的中国P2P贷款人（3858人中的1263人）卷入了诸如法律纠纷、企业倒闭、无法取回本金或高级管理人员跑路等事件中。
Although it might seem counterintuitive, P2P lending firms are actually lobbying for additional regulation in many countries around the globe. That is because, at least in developed economies, a more formal regulatory process will give these P2P enterprises access to new capital sources and markets, as well as provide the firms and their management with additional legal protections.
Regulation is coming to the P2P sector like it or not, as numerous countries around the globe have recently begun regulating P2P lenders and several others are finalizing regulations for implementation in 2016.
The Case for Regulation of P2P Lending
As the large-scale fraud relating to P2P lending seen in China over the last year or two makes clear, the birth of a new financial business model can be dangerous. Although the innovative fintech entrepreneurs who developed P2P businesses are to be lauded for creating platforms that makes loans available to a notably wider group of firms and individuals (and boosting economic activity), unscrupulous people always rush in to take advantage of others.
The solution, of course, is government regulation of the sector, and enforcement of rules that require transparency, protect investors and borrowers, and create a level playing field for all P2P lenders.
Regulation of P2P Sector in the US
P2P lending has been formally regulated in the US, since 2008, when the SEC stepped in to insist that the notes issued by P2P lenders were securities and must be registered with the agency. This means that these firms are now subject to a wide range of federal and state securities laws that mandate transparency and a variety of consumer protections. This article, however, focuses on the evolving regulatory schemes for P2P lenders and their investors rather than consumer protections for borrowers.
The SEC finalized the crowdfunding provisions of the 2012 JOBS Act in October 2015, which places a number of additional regulatory burdens across the P2P sector. Taken as a whole, some analysts have suggested that the time and expense involved in meeting the regulatory burden is likely to discourage many potential entrepreneurs from launching new crowdfunding platforms.
The good news is that the JOBS Act also contains provisions for a new class of P2P firms/crowdfunding platforms called “emerging growth companies” (must have revenues below $1 billion annually). These emerging growth companies are given several breaks, such as reducing the financial disclosures that are typically required in a securities prospectus, not having to provide an auditor attestation of internal controls over financial reporting (as required by Sarbanes-Oxley), and the choice of new or revised accounting procedures (when finalized). An emerging growth company also is also allowed to submit its initial registration statement to the SEC on a confidential basis so the issuer can address initial SEC staff comments before any filings become public.
UK, Spain, Germany, and Lithuania All Implementing New P2P Regs
The last year has seen half a dozen European countries introduce new regulations focused on the P2P sector. In specific, the UK, Spain, Germany and Lithuania all implemented new rules in 2015, and several other Euro-area countries are likely to follow suit in 2016.
The P2P lending regulatory program promulgated by the UK’s Financial Conduct Authority is being widely modeled worldwide. The FCA’s regulatory scheme has been in place a couple of years now, and firms are reporting from £100,000 to £1 million in initial compliance costs.
Of note, close to £1.3 billion in loans were originated on P2P platforms in the UK in 2014, a 170% boost from £480 million in 2013, based on data from Nesta and Cambridge University.
However, the P2P sector is highly fragmented, as there are 22 platforms in the UK with origination volumes of greater than £4.5 million (AltFi Data). Financial industry consultant Bovill also notes that over 100 P2P firms have applied for full FCA authorization as of the third quarter of 2015.
Industry insiders suggest it is inevitable that a certain percentage of these firms will give up on their application given the high costs and the increasing competition in the sector.
New P2P Rules Coming into Force in China
The P2P lending sector in China skyrocketed in 2015. China News points out that P2P lending for the year surpassed $150 billion (982 billion yuan). That works out to a nearly 400% growth rate compared to the $37 billion (250 billion yuan) Chinese P2P platforms originated in 2014.
However, that kind of out-of-control growth also has a down side. Fraud, corruption and mismanagement are rampant in the sector, and many thousands of investors have lost money in failed Chinese P2P firms. To give you some idea of the scale of the problem, 896 P2P firms closed down in 2015, three times as many failures as in 2014.
According to P2P industry source Online Lending House, as of the end of 2015, over 30% of Chinese P2P lenders (1,263 out of 3,858) were involved in notable legal disputes, had halted operations, frozen withdrawals or had senior management who had disappeared.
The failure of P2P lender Ezubao in early February is an instructive case in point, and this $7.6 billion “ponzi scheme” was a key factor in the Chinese government’s decision to roll out new regulations for the P2P sector at the first of the year. Analysts point out that the sector has clearly needed regulation for some time, but the Chinese government has been loath to take any steps to choke off credit to SMEs who are unable to access bank loans in the current economic climate.
Other China experts argue that despite the endemic fraud in the sector, the government is still likely to implement the new P2P regulations gradually, as averting a “hard landing” for the Chinese economy is their primary concern.
All of this fraud among Chinese P2P firms has cast a pall over the sector, and growth is all but certain to slow down as the new regulations are finalized and implemented. The other side of the coin, however, is that many Chinese investors are now increasingly looking to participate in P2P ventures outside China.
Regulation is a normal part of the maturation process for any new business in the financial sector, and P2P is no exception. It’s obvious that “critical mass” for regulation of the P2P industry was reached a couple of years ago, and that process is just reaching full bloom today. This is good news for firms in the sector, investors and borrowers, as a strong regulatory foundation is crucial for the long-term health of the industry.