UpCounsel crowdfunding campaign

Talk about ignorance. KJ Erickson clearly violates SEC crowdfunding rules on LinkedIn that prevent companies that seek crowdfunding to advertise “deal terms” (such as the raise amount, the security details, the price of the security, the closing date of the campaign, etc.) on social media.

The thing that strike me, is that she, apparently, in charge of a “legal services” marketplace 🤭

I am not an attorney and have never done crowdfunding, but this post clearly violates the rules outlined by the JOBS Act and … constitutes securities fraud…

KJ Erickson’s post reads:

“5 months ago, UpCounsel launched its equity crowdfunding campaign on WeFunder. Since then, we’ve raised over $3.5M on-platform from more than 1,600 investors, making it one of the largest Reg CF campaigns in history. In that same time, we’ve grown the revenue run rate by 42% and traffic to almost 2 million users a month.

This evening, we close our campaign for good! After a career that’s involved more capital raising than I might have preferred, this crowdfund has given me a whole new passion for fundraising. It’s made me think about the future of alternative models for equity distribution, and made me a super believer in the value of having your users as your shareholders. And while I’d be the last one to ever promise that an investment is a good one, I can say with certainty that I’m incredibly excited about how many things are lining up for UpCounsel. Giving this company a new birth — from when it announced shutdown last spring to the profitable growth it’s experiencing now — has been an absolute joy. Getting to do it alongside such an incredible team including Paul Drobot Danny Page Xavier Helgesen and Sieva Kozinsky has been even better. I didn’t know I could have this much fun working on a company that I didn’t start, but I feel very lucky that I got to find out.

So for those of you that already invested — thank you. For those of you that have been thinking about an investment, you’ve got until 8pm pacific tonight. I’ll post the link to our WeFunder page in the comments. Regardless, and perhaps more importantly — please think of us when you hear about a founder or friend who needs a good lawyer. Chances are that you’ll save that person 60%+ over them turning to Big Law. This campaign was successful because of the thousands of happy clients that UpCounsel has served over the years. We’re hoping to take that number into the millions over the next decade.

Also PS — equity crowdfunding is awesome. If you’re a founder considering a crowdfund raise, I’m happy to talk and tell you everything we learned. Hit me up anytime.”

I could care less about UpCounsel or how this round runs, this post is about quality of information and leadership. Maybe have someone with better legal expertise run your legal services marketplace?

There are only two types of communications permitted on social media for companies that seek funds subject to the JOBS Act:

(1) Posts that don’t mention the “terms of the offering”


(2) Posts that just contain “tombstone” information.

P.S. — KJ Erickson blatantly refused to remove her unlawful posting, prompting myself to report it to the United States Securities and Exchange Commission under a Submission Number: 16390–762–883–748 on Thursday, December 09, 2021.

U.S. Securities and Exchange Commission #securitieslaw #securities #crowdfunding #legalservices

Open competition is an inconvenience

An interesting take on why U.S. Department of Justice and European Commission have been willing to charge #gigplatforms such as Uber, DoorDash, and Lyft with price fixing — open competition is an inconvenience.

There is some dark truth to this argument, where neither consumers nor the government truly care about the fact that Uber et al. engage in hardcore “dynamic price fixing” for services of third-party gig workers. (Uber, as an entity, does not offer transportation or delivery services to anyone.)

The reason being, a hub-and-spoke conspiracy offers “apparent” pricing below what can be sustained in a competitive market. By shifting the hard costs of operations against the spokes, a network of #gigworkers, a hub platform is able to rig “low” pricing despite the uncompetitive take take.

Eventually, this “wild west” approach to #antitrust enforcement destroys the economic well-being of everyone else (including the tax payers who have been footing the unemployment insurance tax bill for the entire gig economy sector) and keeps Dara Khosrowshahi Logan Green and Tony Xu out of federal prison for no good reason.

At some point, a violation of the Sherman Act is a felony punishable by, for corporations, a fine of up to $100 million, and for individuals, a fine of up to $1 million or 10 years’ imprisonment (or both). Under some circumstances, the maximum potential fine may be increased above the Sherman Act maximums to twice the gain or loss involved.

Further, #gigplatforms utilize Internet to transmit price fixing, thereby violating federal/state #wirefraud and false statements statutes.

The damages here are off the rails, and will, eventually, be imposed in order to address the problem of collusion in e-commerce. This problem will continue to chase Uber until it is forced to file for bankruptcy and restructure the algorithm to either hire the gig workers as employees, or to allow all gig workers a full control of all price setting activities on their platform in competition with one another.

One simply cannot invest into bitcoin

#Bitcoin does not generate cash flow. #Bitcoin does not generate any revenue. #Bitcoin is a binary data stored on a #publicblockchain to facilitate a form of #piratecurrency; it is not a legitimate asset class.

A #digitalasset must have a right to use and it is able to generate revenue for the holder, such as #software or #searchengines or an #ecommerce #platform. A #digitalasset or #metadata, such as #NFT, is not a security and has no disclosures made pursuant to any securities laws.

One simply cannot invest into #bitcoin or any #cryptocurrency anywhere, one can merely speculate over its value. The act of #speculation is not covered by #SIPC #ExchangeAct #SOX or any other #securities laws.

Zillow 360 price fixing scheme

Save time. Save stress. Save thousands. Very quietly, Zillow just began to price fix services of random #Realtors via Zillow 360 program.

“If you obtain a purchase mortgage loan from ZHL and use a participating agent for the purchase of your next home, you can qualify for a closing cost credit amounting to 0.6% of your loan balance (subject to a $5,000 cap) and a cash rebate amounting to 0.5% of the purchase price of your new home (subject to a $5,000 cap) (collectively, the “Incentives”). Total Incentives are advertised at $7,000 to reflect the typical home values in affected markets but may exceed $7,000. Total Incentives are capped at $10,000 in the aggregate.”

Of course, each Realtor must define their own pricing and offer rebates to compete for consumers directly. This scheme, is an extension of Zillow Flex mechanism. Similar mechanism, Client Rewards, is currently mandated by Realtor.com-Opcity where the shell brokerage establishes the refund an agent must provide to receive a referral. The true intention of Opcity and Zillow Flex 360 is to motivate the consumer to use the network, despite the hidden kickbacks.

Interestingly, Zillow was always built on a lie that “buyer agents work for free” where all buyer agents would pay to advertise services against new listings. This new price fixing scheme is certainly a big deviation from that methodology, and, of course, a flawed approach to open competition between real estate professionals.

In the meantime, Rich Barton has just committed a felony. Price fixing of #Realtor services outside of their firm is a per se violation of the Sherman Antitrust Act and it carries a ten-year prison sentence.

Price-fixed cash rebate amounting to 0.5% of the purchase price of a home is severally underpriced in order to accommodate the hub-and-spoke conspiracy where the buyer receives about 15% rebate from the partner agents’ commissions, while Zillow pockets over 35% as a hidden kickback.

On the open market, a buyer is able to receive tens of thousands more in rebates when the amount is negotiated competitively. Commission kickbacks and commission rebates are the same exact money, ending up in two very different pockets.

Zillow 360 price fixing scheme is currently live in Austin, TX; San Antonio, TX; Dallas, TX; and Houston, TX.

The reason why HomeOpenly is built in legal compliance is so that we can disrupt the industry, truly disrupt it, rather than to offer a price-fixed rebate gimmick or some form of collusion in exchange for hidden kickbacks.

This is something only a consumer-focused media company can deliver — true competitive value and savings between real estate professionals and their clients.

#antitrust #realestate

The uncoupling of buyer agent and listing agent commissions

“The report suggests that the one measure which could spur rate competition is uncoupling buyer and listing agent commissions so that buyers can negotiate compensation with their agents. Buyer agent commissions, now baked into listed prices, would instead be negotiated by buyers.”

Steve Brobeck of Consumer Federation of America (CFA) is dead wrong. In 40 US states and Washington, D.C., buyer agents are able to compete for buyers with lower commissions by means of offering rebates.

However, as of 2021, the list of ten states where buyer rebates are prohibited includes Alabama, Alaska, Iowa, Kansas, Louisiana, Mississippi, Missouri, Oklahoma, Oregon, and Tennessee. Within the borders of these ten US states, where home buyer rebates are presently banned, coupled commissions structures, by default, are anticompetitive.

Real estate commissions are decoupled, if advertised correctly. Refusing to acknowledge legitimacy of buyer rebates stands to punish a number of highly competitive real estate companies that deliberately offer rebates to consumers, including a number of tech-enabled brokers such as Door.com, Flyhomes, Jovio, Home Bay, Homie, Prevu, Reali, Savvy Lane, SimpleShowing, Trelora Real Estate, Yoreevo, Faira, Houwzer, Unlocked, etc. that all operate in states where rebates are allowed by state laws.

Lastly, the coupled commissions structure is not, by itself, uncompetitive. The process is merely prone to abuse with false advertising notions and broker-to-broker collusion scams, such as Zillow.com Flex Program, Realtor.com (Opcity.com), Redfin.com Partner Agent Program, Opendoor.com Partner Agent Program, RocketHomes.com, mellohome.com, HomeLight.com, UpNest.com, Clever Real Estate (listwithclever.com), SOLD.com, Landed.com, LemonBrew.com, OJO.com, Xome.com, Better.com Real Estate, Tomo Brokerage (hellotomo.com), Blend.com Realty, RadiusAgent.com, ReferralExchange.com, RamseySolutions.com, EffectiveAgents.com, TopAgentsRanked.com, HomeCaptain.com, MyAgentFinder.com, FastExpert.com, HomeGain.com, AgentPronto.com, AbodeHQ.com, goMILLIE.com (AgentHeroRealty.com), HouseCanary.com (ComeHome.com), NestReady.com, IdealAgent.com and similarly situated “shell” real estate brokerages.

Price-competitive marketplace requires the use of #MLS

Without it, highly competitive agents will be systematically (be that as it may, unlawfully) by-passed by the mainstream industry and unable to compete for consumers, brokers will hoard “pocket” listings, first time buyers will be unable to purchase buyer agent services out-of-pocket, and the transparent listing marketplace will fall apart entirely.

Be careful what you wish for, you might just get it.


What is a “paper” brokerage, exactly?

“Founded in 2017, Clever Real Estate is a “paper” brokerage, licensed in Missouri, which means that the company does not itself work with buyers and sellers but rather matches them with agents in their referral network across all 50 states who have agreed to both pay Clever a 25 percent referral fee and provide full service for a discount. For homes under $350,000, Clever charges sellers a $3,000 flat fee. For homes above $350,000, Clever charges a 1 percent listing fee rather than the typical 2 to 3 percent fee.”

Let’s try this: “Founded in 1971, Starbucks is a “paper” coffee shop, which means that the company does not itself sell coffee anywhere, but rather matches customers with competing coffee shops in their network across all 50 states who have agreed to both pay Starbucks a 25 percent of their sales by any customer who walks into an empty retail store. For all coffee shops in their network, Starbucks fixes all prices for Caffe Americano at $1, rather than the typical $2.65″

Obviously, the example above is a flat out lie. Starbucks is a business that sells legitimate products, like coffee, and fairly competes against other coffee shops locally. This example shows how ridiculous Andrea V. Brambila’s article sounds when we remove the #Realtor notions form the equation and think of any other business sector, anywhere else.

What is a “paper” brokerage, exactly?

In United States antitrust law, a “hub and spoke conspiracy” is a term of art used to describe horizontal conspiracies that include participants who are in a vertical relationship with one or more of the competitor conspirators.

A hub and spoke conspiracy is correctly characterized as an agreement to eliminate competition among the spokes. It is per se illegal under United States law for horizontal competitors to collude, whether on their own or through an intermediary, to set prices, divide markets, or rig bids. When the objective of the conspiracy is such a per se illegal restraint of trade, all participants in the conspiracy are held liable.

Whatever economic justification particular price-fixing agreements may be thought to have, the law does not permit an inquiry into their reasonableness. They are all banned by the virtue of the Federal Trade Commission Act of 1914 (15 U.S.C. Section 45), Sherman Antitrust Act of 1890 (15 U.S.C. Section 1) and RESPA Section 8 (12 U.S.C. 2607), and related unfair or deceptive advertising, business and professions federal and state regulations.

Both, the handful of “shell” broker entities, such as Clever Real Estate, and hundreds of thousands of colluding independent Realtors violate these laws equally.

HomeOpenly remains deeply committed to the open competition in the real estate sector. Part of that commitment is an ability to dispel misinformation, especially as dull as this Inman News article.

Clever Real Estate is in collusion with over 12,000 real estate agents

“Clever Real Estate is platform connects consumers with over 12,000 vetted real estate agents. The company negotiates discounted rates, making it easier to compare and interview agents. Listing fees are 1%, far lower than the typical 2.5% to 3% that is the industry standard, the company said.”

Price fixing of Realtor commissions is a felony in the United States. By definition, it inflates commissions and reduces the quality of service.

Just so we are all clear on what Clever Real Estate is — 12,000 random Realtors are colluding with a “shell” brokerage, where all of them openly engage in a felony punishable by, for corporations, a fine of up to $100 million, and for individuals, a fine of up to $1 million, or 10 years imprisonment (or both).

In addition to receiving a criminal sentence, a corporation or individual convicted of a Sherman Act violation may be ordered to make restitution to the victims for all overcharges. Victims of price-fixing conspiracies also may seek civil recovery of up to three times the amount of damages suffered. In this case, it is the government’s responsibility to enforce the law and to charge all conspirators with a crime, including Clever Real Estate, Cultivation Capital, The Mortgage Collaborative and the 12,000 Realtors in this network.

Clever Real Estate is one of the smaller “partner agent” price fixing scams, compared to the Opendoor Brokerage, Realtor.com Opcity, Blend Realty, Xome, UpNest, or Better Real Estate, but it makes for the most obvious case for price fixing, making it an easy target for antitrust and wire fraud enforcement.

Disrupting these scams is one of the greatest challenges in the online real estate sector right now, but also one of the greatest opportunities to deliver genuine savings to consumers from properly negotiated commissions offered by law-abiding Realtors.

How prevalent is collusion in online real estate?

For example, Redfin has about 1,500 agents on payroll, but it colludes with over 11,000 Redfin Partner Agents from random competing brokerages. Over 40% of all Redfin transactions are farmed out to competitors. Clever Real Estate has exactly zero agents on payroll, where 100% of all transactions that pass thru this scam are a product of collusion supported by wire fraud and bad VC capital.

#realestate #antitrust #kickbacks #wirefraud #pricefixing #allocation #shermanact #ftcact #respa U.S. Department of Justice Federal Trade Commission Consumer Financial Protection Bureau

Amazon is not the only winner

“Amazon is the only winner here,” Stacy Mitchell Institute for Local Self-Reliance co-director and author of the report, told Recode “It’s exploiting its monopoly power over these small businesses to pocket a huge and growing cut of their revenue.”

Amazon Marketplace not only engages in #consumerallocation and #pricefixing, firmly outlawed under the #ShermanAct, with third-party sellers, it further engages in the largest #wirefraud scheme in history.

Wire fraud is any federal crime that involves a deliberate action to defraud by means of electronic communication. In this case, Amazon utilizes the Internet to scale and promote millions of agreements with third-party sellers that restrain free trade.

Amazon is not the only winner here. Third-party sellers are direct beneficiaries of this fraud, they are not victims. Consumers and legitimate small businesses that build products in competition, rather than collusion, with Amazon — these are the victims of fraud.

Stacy Mitchell, yet another #hipster #antitrust advocate, remains firmly ignorant to propose for the US Congress to regulate Amazon as a utility, capping its fees. Amazon is not a utility, its an illicit monopoly.

There is only one solution here — to enforce the Sherman Antitrust Act and to ban Amazon from collusion with millions of competitors. Anything less is equivalent to enablement in combination with pure ignorance of the purpose of antitrust law and e-commerce.

Over 60% of all sales on Amazon are a product of wire fraud, as a matter of fact. Capped fees can not fix that, nor will they restore the lack of competition with Amazon. Why compete with Amazon if one can simply sell on it?

Sara Morrison #hipster #antitrust vs #bigtech

2021–2022 US housing market is facing an impossible AVM dilemma

The US #housingmarket is facing an impossible #AVM dilemma.

HomeOpenly uses a fairly rudimentary AVM formula that accounts for home appreciation over time coupled with data we receive from public records. In this particular area, we use home appreciation value rate of 2.75% annually (3% is a relatively safe number.) We also use Zillow API as a backup figure (something that no other real estate platform offers to their users, as far as I know.)

This particular home was last sold in 2010, 11 years ago, for $165,000.

Based on a normal conditions appreciation rate formula, this home should be worth about $222,000 in 2021.

We round this figure to $220,000 in order to show buyer rebate and listing commission savings estimates. In this case, Estimated Listing Savings to Seller is $4,400 and Estimated Refund Amount to Buyer is $990 based on openly advertised savings offered on HomeOpenly by local Realtors.

The $220,000 estimate on HomeOpenly is primarily used to estimate these savings, and it is fairly conservative, so not to exaggerate the available listing savings to the seller, or the available buyer agent rebates to the potential buyers.

Nonetheless, the seller of a similar property contacts me, asking why do we display $220,000 estimate, and not the $350,000 estimate that is displayed by Zillow (aka Zestimate) for that same property. “You are publishing misinformation,” she says.

Am I really?

First of all, the AVM estimate is never misinformation. The AVM process is highly subjective and all consumers must always rely on the genuine appraisal to make their buying and selling decisions. The AVM figures published anywhere by anyone online is not an appraisal and cannot be used as one, it is an estimate and it is legally displayed as one.

Second, a home is a long-term asset, valued as a long-term investment against the USD.

As an impartial party (that does not personally care one way or another whether this home is valued at $220,000 or $350,000) which figure should I use?

Is it my responsibility to please the seller and show the $130,000 upward value increase, or should I leave $220,000 estimate as-is and warn the potential buyer that the home they are about to purchase, under normal market conditions, may be worth $130,000 less than the market presently commands? Buying this home in the present market can potentially place a mortgage underwater if the purchase loan ends up having a higher principal than the free-market value of the home anytime in the future.

All AVM models are currently facing truly impossible position where each platform must somehow decide on the aggregate long-term true value of US housing stock. Is it worth $31 trillion, or $41 trillion? For how long? Should AVM remain conservative, or account for the recent upward housing prices as permanent? Can any home, normally valued at $220,000, be truly worth $350,000?

#realestate #housingmarket2021 #realestatedata #estimates #affordablehousing #homebuying #homeselling #realtors #homesforsale #homevalues #homevaluation #realestatemedia

Is the MLS antitrust-complaint?

#1 critical debate in the US residential #realestate market right now.

Is the ability to make blanket offers of Buyer Agent Commissions #BAC amounts via #MLS antitrust-complaint?

Strictly speaking, yes, absolutely, it is.

By itself, BAC is not #anticompetitive, but the practice is prone to abuse by means of #falseadvertising and broker-to-broker #collusion.

The U.S. Department of Justice should continue to fight state #rebatebans, it should continue to dispel notions that “buyer agents work for free,” it should stop brokers from operating networks of “partner agents,” it should prosecute #pricefixing of Realtor commissions via shell brokers, it should help Consumer Financial Protection Bureau to enforce #RESPA, it should prosecute false advertising of real estate services.

However, it should stop all attempts to outlaw the BAC. Here is why:

(1) Buyers pay all closing costs and the costs of commissions.

(2) In 40 US states and Washington DC, the buyer rebates are legal.

(3) Coupled commissions structure allows the buyer to roll the cost of the #buyeragent real estate services into the total #mortgage amount approved by the lender.

(4) Without the BAC structure, there is no MLS. If there is no MLS, listing agents will share listings internally more often, will utilize pocket listings more often, and will take advantage of unrepresented buyers more often.

(5) In a competitive environment, free from explicit broker-to-broker collusion, free from kickbacks, free from false advertisement notions, free from price fixing, and free from consumer allocation, new models can challenge #statusquo with superior #UX

(6) This same competitive and transparent environment organically develops more #techenabled #savings agents like Door.com and Homie and fewer consumer brokering #scams like Opendoor and HomeLight

(7) In a #transparent real estate services market, consumers save $15 billion annually via #OpenMarketplace, receive much higher quality services coupled with an open #MLSaggregation, are able to get new forms of benefits of transparent #preMLS systems, such as that currently under development by Selling Later startup.

#Antitrustlaw should be used to prevent #collusion, not prevent the housing markets from functioning.

The National Association of REALTORS® has already implemented (3) out of (4) main conditions outlined in the original settlement. Simply include the 5th element I had asked for into the final agreement, and close this investigation.

#Kickbacks and #rebatebans are two major critical elements that prevent open and honest #competition between #Realtors. The MLS is not the enemy of open competition.

If and only if, #antitrust laws, #fairhousing laws, #fairadvertising laws, and #fairlisting policies are all fully enforced, the MLS and the BAC structure are both perfectly legal.