TOP CORPORATE AT TORNEYS
JACKIE PRESTER
BAKER DONELSON BEARMAN CALDWELL & BERKOWITZ. P.C. | SHAREHOLDER
Jackie Prester is a shareholder
in the Memphis office of Baker
Donelson Bearman Caldwell &
Berkowitz. P.C., with 22 years
of experience in the corporate
and securities practice areas. Prester is the practice group
chair of the firm's financial services transactions practice
group. She has particular experience advising clients on
securities issues relating to the EB-5 Immigrant Investor
Program. This experience includes helping clients draft
private placement memorandums, negotiating agreements
with broker-dealers and other securities professionals, and
advising on securities compliance issues.
WHAT TRENDS ARE YOU SEEING
IN THE EB-5 INDUSTRY?
We've noticed more investor solicitation activities from
within the United States. These activities raise securities
compliance issues different from overseas offerings, such
as ensuring that the requirements for the Regulation D
private offering exemption are met. Domestic solicitation
efforts also raise more compliance issues relating to broker-
dealer registration. The SEC has initiated a number of
enforcement actions within the past few years penalizing
persons who engage in EB-5 investment solicitation
activities for failing to register as broker-dealers. The SEC
has also penalized the issuers and their sponsors who
compensate such unregistered persons.
HOW ARE YOU HANDLING
THE ISSUE OF REDEPLOYMENT?
We draft the securities disclosure documents to clearly
advise potential investors of the potential for redeployment
and the immigration and financial risks associated with
redeployment of funds. Our governance documents provide
that the manager or general partner has the authority to
redeploy funds, and we work with issuer clients to craft the
desired and appropriate balance of flexibility and
commitment to attract investors.
JAY M. ROSEN
SAUL EWING ARNSTEIN & LEHR LLP | PARTNER
Jay M. Rosen, a partner with
Saul Ewing Arnstein & Lehr LLP,
focuses his practice in general
corporate and securities law. He
has represented both public and
private companies in connection
with mergers and acquisitions, public and private offerings
of securities and SEC disclosures, as well as corporate
governance, debt and equity financing, and general corporate
matters. Rosen’s practice also includes handling private
offerings under the EB-5 immigrant investor visa program. He
serves as lead attorney on numerous projects from inception
to closing, including contract negotiation and preparation.
WHAT TRENDS ARE YOU SEEING
IN THE EB-5 INDUSTRY?
Mainly as a result of visa retrogression in China, there has
been a substantial slow-down in new EB-5 projects in the
market in general. In particular, larger-sized EB-5 financings,
which have generally been dependent on the large pool of
EB-5 investors from China. That being said, we continue to
see new EB-5 project activity with respect to smaller-sized
EB-5 capital raises in other markets, such as in India and
throughout Latin America. Furthermore, we are structuring
and negotiating more and more redeployment transactions
for existing clients, as their previously-funded EB-5 capital is
being paid back and needs to remain “at-risk.”
HOW ARE YOU HANDLING
THE ISSUE OF REDEPLOYMENT?
We analyze, review and negotiate many issues in order to
properly structure and implement redeployment transactions
from all angles, including from immigration, corporate/
fiduciary and securities compliance standpoints. We work
closely with project immigration counsel to ensure a
redeployment transaction complies with current USCIS
guidelines/policy (which is always evolving), and we review
applicable offering and corporate documents to ensure NCE
management may proceed with the proposed redeployment,
otherwise needs investor consent or must take other steps.
Redeployment has many complexities, and we are very
strategic in structuring and implementing the most appropriate
redeployment based on each client’s particular circumstances.
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