The question of campaign or investment structure includes:
- The rights and involvement of previous investors of the Campaign Owner company in the campaign;
- The size of the investment and rights of the Lead Investor – or, in the absence of a Lead Investor, the rights of the Delegated person;
- Any other factor significantly influencing the strategy and profitability of the Campaign Owner company, as well as the rights of the crowd investors;
- And whether the crowd investors invest directly in the target company (i.e., the Campaign Owner), or indirectly, through an SPV.
- In the case of direct investment, every Investor becomes a shareholder of the Campaign Owner company. However, crowd investors delegate the right of control to the Lead Investor, and can also hold the Lead Investor accountable regarding the Campaign Owner’s performance.
- In the case of indirect investment, the Investor becomes a recipient in the dividends from the Campaign Owner company, or the return upon exit, through an asset management company (Special Purpose Vehicle, SPV, see the related blog post). Investing through an SPV means that the Investors buy a share in an intermediary company, whose sole, predetermined purpose is to invest in the Campaign Owner company and manage it passively. Due to its passivity, the operating costs of the SPV are low, and its management is overseen by the Lead Investor who represents the interests of the investors. The bonus shares offered during the Campaign are received by the investors from the shares of this company. Several EU member states have a special project company form that corresponds to the SPV. All this information is provided to the Investor in the Campaign Documentation, specifically in the KIIS.