TOP CORPORATE AT TORNEYS
LOUIS TAUBMAN
L
ouis Taubman is a partner in
the New York office of Hunter
Taubman Fischer & Li. Taubman’s
practice concentrates on securities
law, corporate finance, corporate
governance and compliance. Taubman represents issuers,
broker dealers and investors in connection with private and
public financing transactions, mergers and acquisitions,
corporate governance, and SEC and FINRA compliance.
Taubman’s experience with EB-5 has primarily focused on
advising broker-dealers that are active in the space with regard
to FINRA compliance and advising issuers of EB-5 investments
with regard to compliance with U.S. securities law.
WHAT TRENDS ARE YOU SEEING IN
THE EB-5 INDUSTRY?
Given the focus of my practice on securities law issues, my
perspective may be a bit different than other practitioners who
are more focused on issues of immigration law. From the
securities law perspective, we continue to see FINRA focusing
on compliance issues with regard to the sale of EB-5 focused
JOHN TISHLER
J
ohn Tishler is a partner at global
law firm Sheppard Mullin where
he leads the firm’s EB-5 Project
Finance team. Tishler’s practice
includes corporate governance,
capital markets, corporate finance, business transactions,
mergers and acquisitions, and technology. Tishler’s clients
include EB-5 fund managers, developers, regional centers and
other EB-5 intermediaries. His projects have included nationally
recognized hotels, mixed-use and residential developments.
Tishler is a frequent writer and speaker on corporate governance
and EB-5, and the co-editor and co-author of The EB-5 Handbook:
A Guide for Investors and Developers (2014). He is a graduate of
Cornell University and Yale Law School.
WHAT TRENDS ARE YOU SEEING IN
THE EB-5 INDUSTRY?
The COVID-19 pandemic has significantly affected many
existing EB-5 projects. The pandemic, combined with the
extended time horizon for existing EB-5 funds, is requiring a
multi-disciplinary approach to governance and dispute
resolution. EB-5 fund managers are increasingly seeking our
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EB5 INVESTORS MAGAZINE
CORPORATE ATTORNEYS
EB5 INVESTORS MAGAZINE
products. In particular, an emphasis on making sure that each
firm’s written supervisory procedures are reasonably tailored to
the business it is conducting. We have also noted a focus on
ensuring that the engagement of foreign finders by U.S. broker
dealers complies with FINRA Rule 2040.
HOW ARE YOU HANDLING THE ISSUE
OF REDEPLOYMENT?
My focus has been to assist issuers of EB-5 investment products
to make sure that the potential for redeployment and the
consequences thereof is adequately disclosed in any offering
materials, such that investors are able to understand the issue
and make an informed investment decision. We have also
provided advice with regard to whether decisions surrounding
redeployment constitute separate investment decisions that
would require an exemption from the registration provisions of
the Securities Act. The key is to make sure these issues are
considered in advance so that proper disclosure and procedures
can be put in place from the start.
CORPORATE ATTORNEYS
EB5 INVESTORS MAGAZINE
advice as to their fiduciary and other duties and USCIS
adjudication policy since the EB-5 funds were initially raised. We
are exploring new EB-5 marketing plans that could allow
companies to “test the waters” of EB-5 interest before incurring
all the costs of the full suite of investment documents. The EB-5
visa remains an excellent product for investors worldwide and
integrity measures will strengthen the product.
HOW ARE YOU HANDLING THE ISSUE
OF REDEPLOYMENT?
Redeployment is a major event that requires navigation of
important legal and governance issues, including securities
laws, LLC/limited partnership law, fiduciary duties, project
finance, tax and immigration matters. A successful redeployment
requires balancing the interests of investors, intermediaries and
developers in the face of regulatory uncertainty. Investors often
object to redeployment plans and EB-5 funds are facing threats
of lawsuits as they endeavor to redeploy within a commercially
reasonable time. While there is innovation occurring in the
marketplace, it remains challenging to find redeployment
investments that meet the newly articulated USCIS guidance
and the needs of investors, intermediaries and users of capital.