SEC wants to let small investors into big IPOs

Wall Street’s top watchdog wants mom-and-pop investors to grab a slice of the next Facebook before it goes public — but critics fret that they’ll fall prey to the next WeWork.

Jay Clayton, chairman of the Securities and Exchange Commission, unveiled a proposal last week to water down requirements for becoming an “accredited investor” who can pour cash into hot startups alongside hedge funds.

Under rules that date back to the Great Depression, such investors must have at least $1 million in assets outside their homes or earn at least $200,000 a year.

Those thresholds, Clayton argues, have locked average joes out of the tech boom, while a tiny coterie of Silicon Valley and Wall Street investors have gotten rich off the privately traded shares of Uber, Airbnb and Spotify.

The new rule, approved last week in a 3-2 vote along party lines, would allow some small investors — including certain licensed financial advisers, private equity employees and spouses of accredited investors — to sidestep those requirements.

The old “barrier” to becoming accredited “was intended to protect investors from downside risk,” but has “shut out all but the wealthiest from upside gains that private companies have made over the last several decades,” SEC Commissioner Elad Roisman said.

Nevertheless, critics are cringing at the idea of regular Americans throwing money into the high-risk world of private investing — and some suspect ulterior motives.

“Sure, [this rule change] is all about ‘freedom’ for investors,” Barbara Roper, director of investor protection at the Consumer Federation of America, quipped sarcastically. “It’s not at all about the fact that the private issuers want to expand the base of who they can sell to.”

According to the SEC, last year, private channels raised $2.9 trillion in funds, more than double what public debt and equity markets raised.

Nevertheless, a lot of those bets don’t look smart now. In January, Japan’s mega-fund SoftBank plowed $2 billion into WeWork in a funding round that valued the office-sharing startup at $47 billion. In October, SoftBank rescued the company in a round valuing it at $8 billion.

“The guy who propped up [WeWork] was a big, genius private equity investor,” said a hedge fund source, referring to SoftBank CEO Masayoshi Son. “So, just imagine if WeWork had been open to [investment from] regular people.”

Likewise, IPOs for Uber and Lyft burned insiders who were forced to watch their shares slide in six-month lockups as Wall Street’s skepticism grew about their prospects.

Among them was Former Uber CEO Travis Kalanick who, securities filings reveal, has sold 90 percent of his stake since Uber’s lockup expired.

Before Uber’s May IPO, Kalanick’s net worth was estimated by Forbes at $5.8 billion. After his fire sale in the past weeks, it’s at $2.7 billion.

Last month, Fidelity announced that Andy Boyd, its top PE executive and an early investor in Uber and WeWork, would be stepping aside.

The rule change is out for public comment and is slated for adoption early next year.

“Private equity firms see 401(k)s as their next field to sow,” says one wealth adviser. “It’s the newest honeypot.”