Securities Law Prof Blog

Editor: Eric C. Chaffee
Univ. of Toledo College of Law

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Monday, December 1, 2008

NASAA Settles with Peer-to-Peer Lending Service

NASAA announced that state securities regulators have reached a settlement in principle with Prosper Marketplace, Inc., an online “peer-to peer” lending service, to resolve matters relating to the sale and offer of unregistered securities and the omission of material facts in connection with the offer, sale or purchase of a security.  Under terms of the settlement, San Francisco-based Prosper agreed not to offer or sell any securities in any jurisdiction until it is in compliance with that jurisdiction’s securities registration laws. Prosper also agreed to pay a fine totaling $1 million to the states. In consideration of the settlement, the states will terminate their investigation of Prosper’s activities related to the sale of securities before November 24, 2008.

Prosper provides a private online lending “marketplace” that allows prospective borrowers and lenders to find one another. Through its website, Prosper conducts an electronic auction to fund unsecured promissory notes. The website features a list of potential loans and investors bid against each other to finance the loans. Funds from the lowest bidders are pooled together to fund the loans. Prosper issues notes to those lenders funding the loans and services that note.

Several states had been investigating Prosper’s activity and were considering or preparing enforcement actions. Earlier this year, a working group involving state securities regulators from approximately 20 jurisdictions was formed to seek a collaborative approach to these issues. In mid-October, Prosper stopped issuing new loans and accepting new investors. The firm is currently seeking registration with the U.S. Securities and Exchange Commission.

From February 2006 to present, Prosper has offered and sold promissory notes with fixed annual interest rates ranging from 7 percent to 36 percent, amortized over a three-year term with equal monthly payments. As of September 29, 2008, Prosper’s website reported that it had 810,000 members and $175 million in loans funded.

http://lawprofessors.typepad.com/securities/2008/12/nasaa-settles-w.html

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