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WHERE COMPLIANCE AND THE EB-5 PROGRAM INTERSECT

WHERE COMPLIANCE AND THE EB-5 PROGRAM INTERSECT. Steven Anapoell Steven Felsenstein Genna Garver Dawn M. Lurie Greenberg Traurig,LLP. Where Immigration and Securities Intersect. Synergies between professional advisors EB-5 offering from formation to market and post-offering

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WHERE COMPLIANCE AND THE EB-5 PROGRAM INTERSECT

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  1. WHERE COMPLIANCE AND THE EB-5 PROGRAM INTERSECT Steven Anapoell Steven Felsenstein Genna Garver Dawn M. Lurie Greenberg Traurig,LLP

  2. Where Immigration and Securities Intersect Synergies between professional advisors EB-5 offering from formation to market and post-offering • Team work with various specialties • Regulatory Lawyers • Economist • Business Plan writer • Specialty Lawyer

  3. Overview of the Process • Critical to review from a securities and immigration perspective • “Oh no, you misunderstand I am only selling this project overseas…to foreigners” • We can’t talk about these enough: • Securities Act of 1933, as amended • Securities and Exchange Act of 1934, as amended • Investment Company Act of 1940, as amended • Investment Advisors Act of 1940, as amended

  4. The Process and Steps • Initial Offering • How do you break this down the analysis? • How do you know what is applicable and what is not? • questions on the design and structure • Approach holistically • What should we worry about most?

  5. Decisions • Entity Structure • Affiliated entities • Loan vs. Equity • Loan Model • NCE lends the money to the job creating enterprise/project. • Generally includes an annual return to the investor • Equity Model • Asset based investment of funds in either property or actively trading businesses • What is a Security?

  6. Considerations and Cautions • Structure is defined • Offering-how does it work logistically • Board of Directors • The dangers of misusing templates • Danger of “DIY” • Repurposing previous deals? • Same RC different project, same paperwork? • Risk Factors-who writes them are they all the same? • Required analysis is substantial at the start • Tax Implications

  7. Where your Investor is Located? • Where is your prospective investor located? • Does it matter? • Is the PPM drafted differently based on where you are marketing? • Should two different subscription booklets be drafted based on the type of investor? • Accredited Investor • Qualified Client • Qualified Purchaser

  8. Post Structure and Offering • Offering Process and third party marketing issues • Issuers counsel • Marketing and Consultants • Finders overseas? • US vs Foreign contacts • Licensed broker dealers • Attorneys as finders or intermediaries • Recruitment of investors • Investor screening • Patriot Act, OFAC issues, did someone say money laundering? • Investor subscription process

  9. Other Due Diligence • Updates, Amendments and Material Change and the dangers of non-disclosure • Obligations as the landscape change • Examples • Conflicts and affiliated parties • Current USCIS CYA vs new Draft memo • Rescission Offers vs. New I-526 Filings • Designation, exemplars and approvals does not = SEC compliance

  10. Compliance • Source of Fund issues • What did you promise the USCIS in your operational plan? • Administrative oversight • Plans for management of regional center • Plans for identifying and assessing projects • Monitoring projects and job creation • Responsibilities of the Regional Center going forward

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