Regulation – how to approach it? 規制~そのあるべき姿とは?

Dear readers,


I was recently interviewed by AltFi about Maneo and Maneo’s plans for its overseas operations. Here is a link to the article:


Today I would like to give my two cents on regulation. I am mainly interested in regulation in the P2P lending industry (as I am a part of it), but I believe my views can be applied to regulation in general.


In essence, the following is my main view on regulation: regulation is absolutely necessary, but the regulation needs to make sense. This might seem obvious, but all too often regulatory frameworks do not match the reality of the businesses which have to operate within them.


What is the point of regulation? Personally I feel there are two main points. The first is to protect consumers from being exposed to unnecessary risk and harm from corporations, whose number one priority is to make money, not to protect consumers (whether we like it or not, this is reality). The second is to support up-and-coming businesses and to provide a framework within which large corporations must operate.


In regard to the P2P marketplace industry, regulators in most countries are at least trying to keep up with this growing industry. For example, platforms such as RealtyMogul and RealtyShares would not exist if it wasn’t for the JOBS Act being passed a few years ago. FinTech companies are actively being promoted by the Australian Government, and the Lithuanian Government is very open to forming new laws together with the industry.

ソーシャルレンディング業界については、たいていの国の規制当局はこの業界に合わせた規制を作ろうとしています。例えば、数年前アメリカではJOBS Actという法律が施行されましたが、この法律のおかげで不動産クラウドファンディングプラットフォームであるRealtyMogulやRealtySharesは事業が展開できます。オーストラリアですとフィンテック会社は政府に積極的に後押しされており、ヨーロッパのリトアニアという国では、政府はソーシャルレンディングのプラットフォームと話し合いながら法整備をしています。

In Japan the situation is unique. The regulatory framework required for P2P platforms to operate in certainly does exist, but it is not tailored specifically to the operations or needs of these platforms. Active consultation by regulators with the industry and researchers of our industry may change this in the future, but for the time being Japanese platforms need to make do with the framework which exists.


During good economic times, businesses (and consumers on their behalf, at times) tend to claim that they are overregulated. During recessions, however, consumers claim that businesses are underregulated. Regardless of the economic cycle, the best regulation is regulation which makes sense, which is based on facts and which is flexible to the needs and reality of the industry it is supposed to regulate.


Regulators need to work together with businesses to create rules which support these businesses, and businesses need to work with regulators to ensure they are meeting their corporate social responsibility requirements. If regulators neither engage with the industry nor actively try to acquire independent data about the industry, how can they create regulations which make sense? In the end businesses operate within an unrealistic or inefficient regulatory framework, innovation is stifled and regulators are left wondering why the industry is so “uncooperative”.


In regard to our industry on a global level, there are some organisations performing very good objective research on the reality of our industry, such as the Cambridge Judge Business School (CJBS) at the University of Cambridge. The Financial Conduct Authority (FCA) in the UK is going to partner with the CJBS to gather reliable objective information about the UK P2P industry so that it can create regulations which make sense. This will help further develop the already innovative UK market.

世界のソーシャルレンディング業界については、ケンブリッジ大学のCambridge Judge Business Schoolのような団体が質の高い研究をしてくれています。金融庁のイギリス版に近いFCAがこの団体と連携して、ソーシャルレンディングについての情報を提供してもらうことになっています。これは、理にかなう規制を作るためです。この連携は、UKのソーシャルレンディング業界にとっての更なる追い風になるでしょう。

There are similar bodies in Japan conducting local research, such as Yano Research. I believe there is a need in the Japanese P2P industry for regulators to access similar valuable research, engage with the industry and improve the regulatory framework within which we operate. I am not saying this as a euphemism for deregulation – regulation is required, but it has to make sense, which is the case for any industry. I believe that our industry in Japan has huge potential to continue disrupting the ancient industry which is the Japanese financial sector. Regulators should “jump on the bandwagon,” so to speak, and help us transform this industry for the better.


One final point: regulators and industry should not be enemies. They should work together for the common good. Namely, to create an environment where businesses can operate within clear parameters and be successful, whilst consumers are protected but have access to a wide variety of products and services. No two parties can see eye-to-eye if they do not actively try to understand the other, however. This applies to both the regulators and the regulated.


Retail vs Institutional funding 個人投資家と機関投資家

One important discussion taking place within the alternative finance industry is that of the role of funding from retail (private) investors and from institutional investors. I would like to provide my two cents.


To summarise my position: Balance is important.


What I mean by this is having too much of either end of the investor spectrum. Only having retail investors may lead to steady growth, but this growth can be constrained by strict regulations (such as in the US – simply put, retail investors can only invest around $2000 each year). Only having institutional investors may lead to rapid growth, but that money can leave your fund faster than it came in, should the smallest mishap or cyclical downturn occur.




If anything, I believe that having more retail investors is more important than having more institutional investors. This especially applies in the case of Japan, where there are no limits on how much retail investors can invest on platforms. This is because retail investors tend to put in small amounts of money on a regular basis. One could also say that they are more “loyal” than institutional investors when things go slightly south with a platform or with the economy.


With that said, I believe that institutional investors can serve an important role in the development of a platform. Albert Periu of Funding Circle mentioned at the AltFi Global Summit this month that diversification of funding sources is important. This is one reason why I believe they can play an important role.

それでも、機関投資家はプラットフォームの成長において重要な役割を果たすことができると思います。私が参加したNYのカンファレンスで、P2B大手のFunding Circleの方が、資金調達資源の分散が大事だと主張していました。資金調達資源の分散という意味でも、機関投資家はソーシャルレンディングのプラットフォームにとって、提携するメリットのある先だと感じています。

Retail investors are, in my opinion, the most secure source of funding for platforms. In order to diversify funding sources and to allow for scalability, however, having some institutions come on a platform would benefit everyone. Maybe Japanese platforms should also consider exploring partnerships with institutions both in Japan but also abroad…? This would be exciting for our industry.



P2P Consumer Lending abroad and in Japan 海外と日本におけるP2P消費者金融

Hi everyone,


As many of you may be aware, there are many companies out there which match investors with individual borrowers. In many cases, these borrowers use these services to refinance their credit card debt. Some of the major players include Zopa (UK), Funding Circle (UK/US), Lending Club (US), Prosper (US) and Yirendai (China). Lending Club, for example, has originated over $20 billion USD in loans, a staggering figure.

ご存知のように、個人投資家と個人の借り手をつなぐ場(プラットフォーム)を提供する会社があります。借入金の資金使途は、クレジットカードのローンの借り換えのケースが多いです。代表的な会社はZopa (英国)、Funding Circle(英国/米国)、Lending Club(米国)、Prosper(米国)、宜人貸(Yirendai、中国)などがあります。Lending Clubは、なんと2兆円相当の累計融資実績もあります。

In this post I would like to discuss my views on P2P consumer lending, including risks involved, as well as P2P consumer lending in Japan.


From the perspective of a borrower who has a lot of credit card debt, P2P platforms provide a good service. If you have good credit, you can surely refinance at a cheaper rate and save money on interest. The fact that no collateral is required for consumer loans is also a plus.


From the perspective of an investor, these platforms give both retail and institutional investors the ability the earn close to double-digit returns on a diversified portfolio. Retail investors are lucky if they get more than 3% returns on a bank account, and institutional investors are feeling the pain of bonds which yield virtually nothing, or which charge the investors interest due to negative yields.


Companies such as Lending Club and Prosper have completed several securitisations rounds of their products. This means that they essentially bundle large numbers of loans together and sell them for hundreds of millions of dollars to Wall Street investors.

Lending ClubやProsperのような大手は、このような個人に対するローン債権を数万個証券化して機関投資家に販売しています。Jefferiesのような投資銀行が数億ドルでこの投資商品を買うのです。

There certainly are differences between what is taking place now and the sub-prime mortgage crisis or the Global Financial Crisis. I feel, however, that all parties should be extra prudent in securitising near-prime, unsecured consumer debt. Consumer debt is riskier than asset-backed debt, and a sudden change in macro-economic circumstances can severely affect the ability of a borrower to repay their loan. If the debt of, let’s say, 30 million people were to be securitised and 20% were to default after a recession, the implications for investors would be serious.


Another concern I have with consumer credit is the length of most loans on these platforms. The standard appears to be 36 months or 60 months. Many unexpected events can take place during 36 months, let alone 60 months, that can affect one’s ability to make repayments. I believe that platforms should offer all investors the ability to invest in investment products which are 12 or 18 months in length. This can be done, for example, by creating a fund which allows relatively high liquidity.


With all this said, as with anything, I believe that balance is important. Making consumer debt a part of your portfolio is certainly a smart move, considering the attractive returns you can get. It is also important to remember that many consumers benefit greatly from the services provided by these P2P platforms. Your funds are going to someone who needs them for one reason or another.


Where is P2P consumer lending in Japan?


P2P consumer lending is virtually non-existent in Japan. I do not know of any such platforms that link individual Japanese consumer finance borrowers with investors, at least. The overwhelming majority of platforms in Japan are involved in small business lending. Why is that the case in Japan? For me, there are several reasons.


Reason #1: Consumer finance is readily available in Japan. You can easily get financing as a consumer from all kinds of financial institutions at 2~15% interest. There are even ATM-like machines where you can apply for “card loans”.


Reason #2: There do not appear to be any widely-used third-party credit scoring systems such as FICO in Japan. Each institution has its own algorithm which it uses to determine the credit risk of a borrower. This makes it hard for fintech platforms to objectively judge the credit risk of its borrowers.


Reason #3: Interest rates are capped in Japan at 20% for amounts under 100,000 yen ($1,000), 18% for amounts under 1,000,000 yen ($10,000) and 15% for amounts above that. These limits do protect consumers and businesses, but considering the relatively high returns which investors require for the risk involved, it would be hard for P2P platforms to be profitable.


Reason #4: People can only borrow up to 1/3 of their yearly income, meaning that platforms would only be able to lend relatively small amounts of money with each loan. The cost involved with lending $1,000 and $50,000 is not really very different, so lending small amounts of money is not a profitable venture.


Reason #5: Japanese investors are risk-averse, meaning that they would most likely not pick consumer debt as their preferred choice of asset class.


Maneo, the company I work for was actually involved in P2P consumer debt from 2008 until 2011, when it shifted to only lending to corporate entities. The above reasons are major reasons behind this shift. Maneo has been profitable ever since this shift.


Thank you for reading this entry! Until next time.



The Appeal of maneo★★★★maneoの魅力

Dear readers,


I recently revamped the English documents which I use when I introduce non-Japanese persons to maneo and its business. So, I would like to share some of its contents, namely what makes our company and our industry in Japan unique.


There are five points which I will write about: ★what our company does, ★the silent partnership agreement (TK agreement), ★our franchising scheme, ★what makes maneo attractive to borrowers and investors, ★our partnership with a large FX/stock brokerage in Japan.



First of all, what is maneo?


maneo is an IT platform which links Japanese retail investors with small and medium-sized enterprises (SMEs) online, the first of its kind in Japan. maneo lent to individuals from 2008 until 2011, which truly made it a P2P company. Consumer finance is available at most established financial institutions, though, which made it hard for maneo to compete in that area. Since 2011 maneo has only lent to small to medium-sized enterprises (SMEs), with many borrowers being tied to the real estate industry. maneo has caused no loss on principal since 2011 following this shift.



A silent partnership agreement? What’s that?


Investors electronically sign a silent partnership agreement (tokumei kumiai keiyaku, TK agreement) when they want to invest in a loan fund. It is an agreement between a company and investors, whereby the investor invests money into that company for the latter to use for a part of its business. In maneo’s case, the money is used for maneo’s lending business.


The features of this agreement include the following:


  • No need for the investor to be an accredited investor (huge investor base);
  • No limitations (for the time being at least) on how little or how much investors can invest;
  • Investors put equity into maneo for its business (which is lending), but do not become shareholders of maneo;
  • If maneo makes a profit on this venture (i.e. if the borrower repays their loan), investors are entitled to a share of the profits (i.e. interest @ 5%~8% per annum);
  • If maneo were to make a loss on the investment (i.e. if there were to be loss on principal), maneo passes on negative returns to investors;
  • Gatherers of funds via a TK scheme can use the funds outside of Japan.
  • 投資家が機関投資家である必要はありません。
  • 投資家が投資する金額に対する規制は(今のところ)ありません。
  • 投資家はmaneoの事業である貸金のために実質的にはmaneoにエクイティを入れるのですが、maneoの株主になるわけではありません。
  • maneoがその事業で儲かった(借り手が返済してくれる)場合、投資家に対してそこから生まれる利益の一部を配当します。
  • 万が一maneoが損をした(元本に毀損が生じた)場合、maneoは投資家に対してマイナス配当をします。

maneo lends on its balance sheet, but does not assume the risk of the borrower defaulting. In this way, maneo is a mixture between an asset manager and a bank. This is made possible thanks to the TK agreement.



Social lending franchisees?


One year has already passed since maneo started franchising itself. Yes, companies/entrepreneurs can run their own white-label version of maneo! The idea behind franchising maneo is simple: to give companies in various industries the ability to directly raise funds for their business from the Japanese crowd. More on this appeal later in this post.


By the end of this month we will have five franchisees as part of the maneo family. One platform is being used to fund developers involved in “fix & flip” (renovation) projects mainly in Silicon Valley, another is being used to provide funds to a consumer finance company in Hong Kong…How the platform can be used is mainly limited by one’s imagination.


The maneo family is steadily growing, with our platform already being used to raise funds for overseas projects. We are always looking for new members to join this family. Companies with a track record would benefit especially from being franchisees, being able to leverage their reputation to increase their credit in the eyes of Japanese investors.



What is maneo’s appeal to Japanese investors?


Here are a few points which help explain why maneo continues to be popular with investors in Japan:


  • No loss on principal since 2011;
  • All loan funds are backed by collateral or a guarantee;
  • LTV (Loan to Value) varies, but is typically below 70%;
  • Investors can invest from as little as 10,000 yen ($95) -> Easy to start investing;
  • Very good returns in an extremely low interest rate environment.
  • 2011年から元本が毀損されたことはありません。
  • 各ローンファンドは担保又は保証が付いています。
  • LTV(担保の評価額に対する融資額の割合)は変動しますが、普通は70%以下です。
  • 1万円から投資できますので、試しに投資するにはハードルが低いです。
  • 低金利の環境が続いているが、銀行の金利よりもはるかにいいリターンが得られます。

The table below shows how little interest per year Japanese get when they put $100k, $30k~$100k and below $30k into a 1-month~10-year fixed-term account (as of the end of June 2016). After 10 years, a $100k investment will only grow to be around $100,400. That is before taxes, bank fees etc. Essentially, they are better off putting their money in money vaults at home or underneath their beds.


図2In contrast to this, they can earn 5-8% per annum (1400~2200 times the return in the previous example) on asset-backed loan funds.


There are few investment options easily available to Japanese retail investors which provide good returns at fixed intervals. There is also a very large need for capital amongst businesses in Japan and the world. maneo, together with its partners is helping solve both of these important issues, creating a win-win situation for everyone involved.



What is maneo’s appeal to franchisees?


Here are some of the benefits which franchisees could enjoy using their own white-label platform offered by maneo.


  • Can gather funds for projects directly from Japanese individuals;
  • Due to the structure of the TK agreement, in case the franchisee makes a loss, “negative returns” are passed on to investors. Should such a situation occur, however, this would impact the franchisee’s credibility and their ability to raise funds;
  • Franchisees determine their own cost of capital (how much to pay investors for funds provided);
  • Low interest rates in Japan have lead Japanese to have low expectations on return on investment;
  • Funds raised in Japan can be used overseas;
  • No need to acquire relevant financial licences in Japan -> franchisees can leverage maneo’s parent company’s (maneo Market) licence;
  • There is over $5 trillion (yes, trillion) USD in household savings sitting in Japanese banks earning very, very low returns -> no shortage of money in Japan;
  • 資金を直接日本の個人投資家から集めることができます。
  • TK契約のスキームにおいては、万が一元本が毀損された場合には、投資家に対してマイナス配当することができます。なお、そのような事態が起きた場合は、フランチャイジーの信用力が落ち、お金の募集に影響が出る可能性が高いです。
  • フランチャイジーは資金の調達コストを決めることができます(投資家にいくら配当するかを決めることができます)。
  • 低金利の環境が続いているため、日本人の求めるリターンは比較的低いです。
  • 日本で集めたお金を海外で活かすことは可能です。
  • 日本で金融庁から免許を取得する必要はありません(maneoマーケットという親会社の免許を利用することは可能です)。
  • 日本の家庭には543兆円の預金があります(日本には(活用されていない)お金がたくさんあります)。


maneo and GMO


Since this has become a rather long post, I will keep this last section brief!


maneo signed a capital sharing agreement with GMO Holdings, the holding company of GMO Click Shares in February 2016. GMO Click Shares is the largest FX trader in the world by volume and has around 440,000 accounts. maneo’s loan funds (and those of our franchisees) will be marketed to this army of investors from October this year. In this way, maneo aims to act as a link between its own investors & companies with their own investors and franchisees both in Japan and abroad.



Thank you for taking the time to read this post! If you have any questions, please contact me via LinkedIn (Mattias Karnell), email me or email us via our English website (link on the right side of this blog).

皆さん、お疲れ様でした!ご質問がありましたら、LinkedInをお使いの方は私(Mattias Karnell)につながり申請をしてください。または、当社のホームページを通してご連絡ください。今後ともよろしくお願い致します。

Long time no blog post!  ご無沙汰しています!

Dear readers,


It has been a while since I have updated this blog. I apologise!


I went to Hong Kong at the end of last month to explore the possibility of working together with a couple of partners there. They are the co-founders of a lending company which provides second mortgages. I was impressed by their ideas for new products to provide to investors.


It appears that due to regulations in Hong Kong, it is very difficult for money lenders to recruit investors. Here in Japan, if you sign a “silent partnership agreement” (tokumei kumiai keiyaku – TK agreement) with investors, you can easily raise funds from investors. This is one of the reasons why I went to Hong Kong to discuss how to get money from Japan to Hong Kong.


I learned many things from my trip to Hong Kong. First of all, the housing market is quite influenced by the inflow and outflow of mainland Chinese capital. Second, housing there is expensive, and income inequality appears to be a rather big issue. I wonder how most people afford to buy apartments there! Banks also lend at most up to 60% of the value of the real estate, creating a large (but somewhat risky) market for second mortgage providers.


I gave a presentation about maneo and its scheme (including the TK agreement scheme) at the City University of Hong Kong. Gathered were academics from mainland China, the US and Switzerland. Judging from the feedback I received when mingling with audience members afterwards, it really appears that our scheme is unique. I will write another post detailing this scheme and its benefits, but it reminded me of two points: 1. very little is known (both in Japan and) abroad about loan-based crowdfunding in Japan; 2. our scheme has the potential to cause great positive change in the world by bringing Japanese money to other countries; 3. there is a huge global need for capital, both from borrowers but also from people lending to those borrowers, and I feel that maneo has the potential to answer that need.

maneoのスキームと匿名組合出資契約のスキームについて、香港のCity University of Hong Kongで飛び込みでプレゼンをしました。スイス、アメリカ、中国といういくつかの国から来た学者などが参加していました。プレゼンの後、参加者の方々と交流したのですが、maneoのスキームは世界から見るとどうも珍しいようです。スキームのことは別の記事でご説明しますが、この学会に参加できたおかげで、1.やはり日本国内外で日本での貸付型クラウドファンディングのことを知っている人があまりいないな、2.外国に日本のお金を持っていくことで、世界でいい変化をもたらすことができそうだな、3.世界各国では借り手だけじゃなくて、その借り手に対して融資する貸金業者の資金ニーズが大いにあり、maneoがこのニーズに応えることができるかもしれない、と思いました。

I look forward to visiting more countries. Not only is it great to meet different partners we can work together with, but it is also fantastic for my personal growth to explore the world. I feel fortunate to be in my current position.


I will provide more information going forward about social lending in Japan, my company and comments on international alternative finance news from my perspective.


Look forward to more interesting content!


Interesting discovery in Nagoya 名古屋で学んだこと

Hello everyone! For those of you in Japan, I hope you have enjoyed Golden Week.


At the end of April I went to Nagoya for a conference on alternative finance (FinTech). Platforms involved in factoring, lending, equity crowdfunding etc. from all over the Asia-Pacific gathered at Nagoya University for the conference.


One prominent researcher from Cambridge University at the conference, Robert Wardrop, presented very interesting views on crowdfunding, which I would like to share here.


The first view was that as regulations in more and more countries allow equity-based crowdfunding platforms to operate freely, rewards-based platforms will suffer. This is because the latter have been used as a means of raising much-needed early-stage capital for lack of a better alternative. Indiegogo and Kickstarter are apparently trying to get involved in equity crowdfunding so that they do not become obsolete.


Mr Wardrop mentioned that startups will most likely gather money on rewards-based platforms, move on to equity-based platforms once they have gathered enough “followers” and funding, and then move on to loan-based platforms as an alternative to equity funding. It is good that startups will have more alternatives with funding going forward, though, as more governments actively embrace alternative finance platforms.


Another interesting view was on the future of loan-based platforms: 1. loan-based platforms will either become like banks so that they can gather depositor money (hence lowering their cost of capital), or 2. banks will try to move into the loan-based crowdfunding sphere. I believe that banks will take more and more notice of loan-based platforms in the future as the latter become too big to ignore.


Finally, me and other representatives of loan-based platforms were asked whether we are “asset managers” (lend money off our books and bear no default risk) or “banks” (lend money on our books and bear default risk). Platforms like Prosper are like asset managers, whereas platforms like maneo really are a mixture of the two. I thought it was a very good observation made by him.


Going to this conference allowed me to meet many amazing people and to see maneo in a more objective way. Looking forward to going to more events in the future!


New Economy Summit 2016 新経済サミット2016

Hi Everyone!


On Friday I had the opportunity to attend a conference about trends within the fintech industry in Japan and around the world. The name of the summit was the New Economy Summit and was held at the New Otani Hotel in Tokyo (very beautiful hotel!!)


As the main point of this entry is not to go into detail about each specific speaker at the end, I will just briefly mention the events I participated in.


The first session was a discussion between a few entrepreneurs who run fintech companies related to electronic payments, accounting software, creating ETF portfolios for users etc. The speakers mentioned that IT companies should not seek to compete with traditional financial institutions but try to work together with them. More than anything, I found it surprising how apparently 77% of Japanese companies still go to a bank branch to transfer money etc. How inefficient is that?!


The second session was more interesting for me. It was a discussion between three entrepreneurs from the US who each work at 1. a factoring company (company which purchases invoices from businesses), 2. a consumer lending company and 3. a company which offers its lending platform to established businesses in the US.


Interesting points about each company:

  • 1. the factoring company has issued $15 billion in payments so far;
  • 2. the consumer lending company lends money at an average of 29~30% per annum;
  • 3. many businesses in the US have a lot of data on their customers and can lend directly to them via #3’s platform.


  • 1の会社はすでに150億ドル(約1.6兆円)の実績があること、
  • 2の会社は平均して年利29~30%で貸し出すこと、
  • 3の会社のプラットフォームを使って直接自分の顧客に融資する会社があることです。

There are several things which I took away from the event:

  • 1. You get a lot of interesting, diverse and timely information at these events;
  • 2. You get to put your own company and industry into perspective by listening to other speakers;
  • 3. You get an insight into the possibilities which exist in overseas markets.


  • こういう大会に参加することによっていろんな面白くてタイムリーな情報が手に入る、
  • 講師の話を聞いて、自分の会社だけでなく自分の会社が携わる業界を客観的に見ることができる、
  • 海外のフィンテック会社の方の話を聞いて、海外の市場にある潜在的な可能性を垣間見ることができる。

I am going to attend an event on 27 April on the alternative finance industry in East Asia in Nagoya as a speaker. By interacting with key players in this industry both from Japan and abroad, I look forward to learning many things, just as I did on Friday!


Aussie Social Lending オーストラリアにおけるソーシャルレンディング

Social lending is gaining more and more attention in Australia.


Those in the industry may be aware of the LendIt conferences. They are very large social lending (marketplace lending) conferences held each year in the US, China and Europe. At the US conference, representatives from companies such as Lending Club, Funding Circle and Prosper gather and network.

FinTech業界に興味のある方なら、アメリカ、ヨーロッパ、そして中国で開催されるソーシャルレンディングの大会「LendIt」のことをご存じかもしれません。アメリカの大会では、Lending Club、Funding Circle、そしてProsperのようなソーシャルレンディングの大手が集まり、ネットワーキングします。

On 29 February 2016, the first-ever social lending conference was held in Australia. Representatives from some of the major players in the industry there (Harmoney, SocietyOne, RateSetter, OnDeck) attended. At the conference it was made clear that $260 million AUD in loans had been financed last year, and that $500 million AUD in loans are set to be financed this year. That represents a 92% projected increase. Apparently Australia is the fastest country to date where $250 million AUD in loans have been funded. Go Australia (I’m originally from Perth, Australia)!


With more support (slowly) coming from the Australian government for alternative finance, Australia certainly represents an interesting opportunity for global social lending players. Considering the stark difference in interest rates in Australia and Japan, Japanese social lending companies could be successful down under.

少しずつながらも、オーストラリアの政府がalternative finance(つまり、ソーシャルレンディングとかエクイティ型クラウドファンディング)を支援しているようです。日本とオーストラリアの金利環境の相違も勘案すると、世界のソーシャルレンディング会社にとってはオーストラリアは開拓地として面白そうなはずです。

Annualised interest rates in Australia and Japan (as of 4 March 2016)(オーストラリアと日本の金利(年率、2016年3月4日現在)):

10-year government bonds: 2.55% (Australia), -0.05% (Japan). Yes. If you hold a 10-year Japanese government bond issued on 4 March 2016 to maturity, assuming the rate does not change, you would actually lose money on your investment.


Home loans (variable rates): 3.99~4.99% (Australia), 0.519~1.075% (Japan).


Fixed-term deposits: 2.35%~2.95% (Australia), 0.01~0.20% (Japan). These rates are before tax. Considering ATM fees and taxes, Japanese are almost better off stuffing their money underneath their beds.


Such is the state of interest rates in Australia and Japan. Bringing Japanese money to Australia would be a win-win situation for all involved; the Japanese get much greater returns than at their bank, and Aussie SMEs get much-needed financing at a relatively low cost. Naturally it’s not necessarily as easy as it sounds, but I think that it’s an interesting project that can be realised with the right planning and execution.


Article cited (参考資料):

Crowdfunding Regulations in the US アメリカのCF市場の法的枠組み

Dear readers,


I’m back from the US! I went there for a few days about a week ago together with my boss. We visited our partners in San Francisco and also a few crowdfunding companies. There are some pictures from my trip there on my Facebook page:


Anyway, as promised I will try to provide some information about the crowdfunding regulatory framework which exists in the US. Knowledge of some of the important regulations there should be of interest to those seeking to learn more about the US crowdfunding industry.


The key regulations which I will discuss are the following: Regulation D (Rule 506(c)) and Titles III and IV (Regulation A+) of the Jumpstart Our Business Startups Act (JOBS Act).

私がご説明する規則は、JOBS ActというCFに関する法律のRegulation D (Rule 506(c))、Title IIIおよびTitle IV (Regulation A+)という規則です。

One crucial way for startup businesses to raise capital is via issuing some form of security in return for the investment. Any corporation wishing to raise capital through issuing securities must get approval for that transaction from the Securities and Exchange Commission (SEC), unless they apply for exemption via Regulation D (which includes rules such as Rule 506(c)). Even with an exemption, however, it has been difficult in the past for companies to raise money, as they have generally been prohibited from placing ads in newspapers etc. for the purpose of selling those securities.

(どこの国でもそうですが)ベンチャー企業にとって大事な資金調達方法の一つは、投資家からお金を集めることです。お金の代わりに有価証券を譲ります。有価証券を対価として資金調達をしたい企業は、アメリカの証券取引委員会(SEC)からその取引の承認を得なければいけない、あるいはRegulation DのRule 506(c)などを通して免除を申請しなければいけません。免除を受けた企業でも、以前は公に投資家を募集することができなかったため、資金調達することが難しかったのです。

Now, thanks to regulations such as Rule 506(c) and Regulation A+, it is possible for companies to solicit (i.e. advertise) their offerings. Depending on the regulation used, however, these companies can only solicit their offerings to accredited investors and must make sure that investors are accredited. Accredited investors are people who have earned $200,000 each year for the past two years (or $300,000 with a spouse) or who have $1,000,000 in assets, excluding their primary residence (basically, people who are already quite wealthy). In the case of real estate crowdfunding, crowdfunding platforms make sure that investors are accredited, making it possible for real estate developers, for example, to market their deals knowing that their potential investors are allowed to invest in their projects. This is in essence a summary of Rule 506(c).

Rule 506(c)とRegulation A+のおかげで、免除を受けた企業は投資家を募集することができるようになりました。適用される規則によりますが、適格投資家に対してしか募集活動を行うことができず、更にはその投資家が適格投資家であるのを確認しなければいけません。適格投資家というのは、過去2年から毎年20万ドル(およそ2300万円)を稼いだ(配偶者がいれば30万ドル(およそ3450万円))、または自宅を除いて100万ドル(約1億1500万円)の純財産を持っている人を指します。つまり、すでに相当お金を持っている人のことですね・・・。不動産CFの場合はCFのプラットフォームが、投資家が適格投資家であるのを確認することによって、建設業者などは不動産の投資案件を投資家に対して提案してお金を募集することができます。これが、Rule 506(c)の概要です。


Regulation A+ (Tier I and Tier II) is part of Title IV of the JOBS Act. In the case of Tier II, companies are now able to gather funds from ordinary people (retail investors) as well as accredited investors. Regulation A+ serves as a good way for companies wishing to raise a large amount of money without having to spend millions of dollars to be listed on a stock exchange such as NASDAQ. The main differences between the two tiers include the following:

Regulation A+ (Tier IとTier II)は、JOBS ActのTitle IVの一部です。Tier IIを申請する企業は、適格投資家だけでなくて個人投資家からでもお金を集めることができます。Regulation A+は、お金をたくさん集めたいがIPOするのにかかる数億円の費用を避けたい企業にとって有利な資金調達方法かもしれません。Tier IとTier IIの大きな違いは下記のとおりです。

Tier I

  • Companies can raise up to $20 million during a 12-month period.
  • No audit requirement, but must get approval in each state they wish to market their securities.
  • 企業は12か月間で2000万ドル(約23億円)調達できます。
  • 提出する財務諸表は監査人に確認されたものでなくてもいいようですが、資金調達したい州ごとに各州からその取引を承認されなければいけません。

Tier II

  • Companies can raise up to $50 million during a 12-month period.
  • Audit requirement, but no need to get approval in each individual state.
  • Non-accredited investors cannot purchase securities which are worth more than 10% of their income or net worth, whichever is greater.
  • Companies must regularly file reports about their business.
  • 企業は12か月間で5000万ドル(約58億円)調達できます。
  • 提出する財務諸表は監査人に確認されたものでなければいけないが、各州に投資家との取引を承認されなくてもいいです。
  • 個人投資家は、自分の純財産の1割あるいは年収の1割、どちらか大きい方以上の価値の有価証券までしか購入することができません。
  • 企業は定期的に(プラットフォームや投資家に対して)経営成績、投資事業の進捗などを報告しなければいけません。


Title III of the JOBS Act serves as a good way for companies to easily raise up to $1 million during a 12-month period. One could say that Title III is for companies that are starting out, whereas Title IV is more for those companies which have a somewhat established financial track record. Ordinary people can also invest in these companies, within the limits set out below:

JOBS ActのTitle IIIを通して、企業は12か月間で100万ドル(約1億1500万円)調達することができます。Title IIIは、起業してあまり時間が経たない企業に向いており、Title IVは財政基盤がある程度しっかりしていて実績があるベンチャー企業に向いていると言えるでしょう。個人投資家でもこういう企業に投資することができますが、下記制限があります。

  • If their net worth or annual income is less than $100,000, they may only invest during a 12-month period the larger of the following two figures:
    1. 5% of their annual income or net worth, whichever is lesser;
    2. $2000.
  • 純財産あるいは年収が10万ドル(約1500万円)以下なら、12か月間でどちらか大きい方に相当する金額しか投資することができません:
  • If their net worth or annual income is greater than $100,000, they may only invest during a 12-month period 10% of their annual income or net worth, whichever is lesser;
  • 純財産または年収が10万ドル(約1500万円)以上なら、12か月間で年収の1割または純財産の1割、どちらか小さい方に相当する金額しか投資することができません。
  • Ordinary people can only hold up to $100,000 worth of such securities across all crowdfunding platforms sold during a 12-month period.
  • 個人投資家がすべてのプラットフォームで12か月間で買った有価証券の価値が10万ドル(約1500万円)を超えなければいけません。

Companies are required to disclose information, including the following:


  • Financial statements;
  • 財務諸表;
  • Information about the business and how it will use money raised via equity crowdfunding;
  • 企業についての情報、集めたお金をどうやって使うかなどの情報;
  • Annual reports about the business;
  • 企業についての年間報告書;
  • Information about the officers and directors of the company.
  • 企業の執行役員や取締役についての情報。

Companies can solicit their offerings via crowdfunding platforms which are registered with the SEC. Crowdfunding platforms are essentially required to make sure that companies seeking capital are not there for fraudulent purposes, to provide communication channels to discuss deals presented on the platform, provide information to investors about investing etc. Platforms must also be neutral. They are not allowed, for example, to have financial interests (such as holding shares) in companies which are listed on their platform.



The above is a very basic summary of the current regulatory environment regarding crowdfunding in the US. Naturally there is more to write, but I do not want to make this post too long! There is plenty of information available online about these and other regulations, such as on the SEC’s website:


Hopefully this post is of use to those interested in crowdfunding. I hope that similar regulations come to Japan in the near future, making it easier for companies to raise capital via equity, and for people to invest in up-and-coming companies. With adequate regulations in place, equity crowdfunding has the potential to truly revolutionise how SMEs gather capital, allowing incredible people with great ideas access to the funds they need to turn those ideas into amazing products and services.


About US Regulations on Crowdfunding アメリカのCFの規制について

Knowledge is power.


If you want to expand into a new market, you have to have some knowledge of the relevant laws there. This is because these laws provide the framework within which you (and your partners there) can run a business.


I am going to the US on Thursday to explore opportunities for maneo to tie up with some major FinTech companies in the Bay Area. Today I realised that information about US regulations on crowdfunding is probably very inaccessible to Japanese.

今度の木曜日に出張でアメリカに行きます。maneoとBay Area(サンフランシスコやサンノゼの周辺)の大手FinTech企業との連携の可能性を探りに。アメリカのクラウドファンディング(CF)に関する現地の規制についての情報が、日本人にとって入手できないもの、あるいはわかりづらいのではないかと、調べながら感じたのです。

Since I need to improve my knowledge of the relevant regulations there, I will write this month about the regulations. I’m not a legal scholar or a lawyer, but if I am happy if I can provide an overview of the important parts of the rules regarding crowdfunding in the US.


Don’t worry, I will try to make the posts as interesting and easy to understand as possible!