EB5 Investors Magazine English Edition Volume 6, Issue 2 | Page 111

THE PROCEDURE THAT COULD BE USED IF THERE IS A SIGNIFICANT CHANGE 1. Notice to investors of the proposed changes with a specific request for consent. 2. A similar notice seeking a confirmation instead of a consent. In connection with certain modifications, th e re may b e a g e n u i n e is s u e w h e th e r c o nse n t is actually required, so that obtaining a majority in interest confirmation may provide some degree of protection to the manager/general partner. If the confirmation is not obtained, the general partner/manager would still need to evaluate whether it may proceed without the confirmation. EB-5 Your institutional partner 3. Similar notice as above except that no consent or conf irmation is reques ted , bu t inves tors who have questions or concerns are invited to ask further questions. If an investor vehemently objec ts to what is being proposed, then that specific investor could be provided the right to withdraw from the investment. 4. In connection with any substantial change that would directly affect the initial offering documents, there is always an issue whether rescission right is required as opposed to merely obtaining the majority consent for the transactions to be undertaken. That may not be a clear cut issue. 5. Notice of meeting and related implications. Clearly, the whole issue of substantial change, investor consent, and the potential for rescission has also become a key component in potential litigation proceedings being commenced by investors who may desire to obtain a refund of their investment for any reason whatsoever and are looking for any grounds to accomplish same. Therefore, it is even more important that the notification and approval process be undertaken very carefully in order to mitigate against claims that could be made. The above referenced analysis as to significant changes could likewise apply to the redeployment event and the need to provide notice to investors and obtain investor consent. Baker Tilly, one of the largest EB-5 advisory firms globally, provides comprehensive services throughout the life-cycle of an EB-5 investment. Regional center and developer services: — Business plan writing and economic impact studies — Source of funds documentation — Regional center formation and operations — Capital raising Connect with us: bakertillyeb5.com Ronald Fieldstone , chair of Saul Ew i n g A r n s t e i n & L e h r L L P ’s g l o b a l immigration and foreign investment group and head of the firm’s Opportunity Zone group, practices primarily in the areas of corporate/securities and taxation law. Fieldstone has actively been serving a s c o r p o ra t e / s e c u r i t i e s c o u n s e l f o r multifaceted industries involving EB-5 immigrant visa investor offerings. He represents developers and regional centers in EB-5 matters, currently handling more than 300 EB-5 projects with combined capital raise of nearly $8 billion. His corporate/securities work includes the preparation of private placement memoranda and related documents. Aaron Goforth - Principal [phone] | [email protected] Tom Martin - Senior manager [phone] | [email protected] Baker Tilly Virchow Krause, LLP trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2018 Baker Tilly Virchow Krause, LLP EB5INVESTORS.COM 111