EB5 Investors Magazine "Top 25 issue" Volume 9 Issue 1 - Page 56

TOP CORPORATE ATTORNEYS
ANDREW KINGSTON
KINGSTON PETERSEN

Andrew Kingston is a principal with Kingston Petersen , PLLC . Kingston has acted as EB-5 securities and corporate counsel since 2009 . He served as general counsel to private and publicly traded companies , and was a founding partner of NNDKP , one of the largest law firms in Southeastern Europe . He taught Corporate Finance in Emerging Markets at Cornell Law School and was law clerk to Harold M . Fong , Jr ., Chief Judge of the U . S . District Court in Hawaii . He received his BA from University of Virginia and his JD from Harvard Law School . Kingston is a member of the Washington State Bar .

WHAT DO YOU THINK ABOUT THE EB-5 REFORM AND INTEGRITY ACT OF 2022 ?
Remember the old western movie with the terrified sheriff who pins his badge on some hapless stranger before hustling out of town ? The good old days of collecting fees for processing paperwork are officially over . Whether they like it or not , regional center operators are now an enforcement arm of the government – deputy sheriffs responsible for catching bank robbers and certifying that the saloon only serves legitimate redeye . Not everyone will be comfortable wearing their new badge , and a few towns may wind up without any sheriff at all .
HOW ARE YOU HANDLING THE ISSUE OF REDEPLOYMENT ?
U . S . securities law does not make it easy to redeploy EB-5 investor capital . For NCE managers in particular , redeployment is a regulatory minefield . Who chooses the new investment opportunity ? The manager ? Good , just make sure you ’ ve registered as an investment adviser first . The investors ? Fine , but you won ’ t like the legal bill for the mini- PPM you send to help investors decide . There ’ s no perfect solution , but the best option I ’ ve found is to use the PPM to tell investors exactly how you intend to redeploy , and then be sure to do exactly what you said you would do .
DEBBIE KLIS
RIMON LAW

Debbie Klis has substantial investment fund , securities and capital markets experience with a particular emphasis on private equity funds , venture capital funds , hedge funds , real estate funds , EB-5 funds , QOZ funds and large master-feeder structures . Klis has worked with sponsors on SPAC IPOs and related de-SPAC transactions since 2008 . Her EB-5 experience dates back to 2007 and involves representing real estate developers , project sponsors and regional center owners from coast to coast on projects involving casinos , hotels , resorts , mixeduse commercial , mixed-use residential ( including some with LIHTC ), construction of single-family homes , condominiums , manufacturing facilities , shipping , historic renovations with tax credits , and more .

WHAT DO YOU THINK ABOUT THE EB-5 REFORM AND INTEGRITY ACT OF 2022 ?
On behalf of my clients , I am grateful for the revival of the regional center program . The Act represents a significant effort to modernize the regional center program , while making it more flexible for market realities . I was pleased to see the set-aside of reserved visas for rural , high unemployment and infrastructure projects , relaxation of pre-Act redeployment location requirements , investor protections , $ 800,000 minimum investment in TEAs , exemplar requirement , etc . I am concerned about the Act ’ s punitive aspects including fines , penalties and terminations .
HOW ARE YOU HANDLING THE ISSUE OF REDEPLOYMENT ?
Despite USCIS ’ backlog reduction goals , the investor backlog is vast and perpetual , which means that redeployment arises frequently in my practice . I had several redeployment projects in progress when the Act passed . My clients where thrilled that once again NCEs may redeploy capital anywhere in the U . S . When an early exit occurs , most clients look to their definitive documents ; in some instances , these documents were drafted before USCIS enacted its more flexible redeployment rules in June 2017 , which means that the documents require that EB-5 capital remains invested until a final adjudication of investors ’ I-829s . Other clients require investors to sustain the investment only to the end of the two-year period after the investor becomes admitted as a conditional permanent resident , even if the governing documents had a greater requirement .
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