EB5 Investors Magazine "Top 25 issue" Volume 9 Issue 1 - Page 58

TOP CORPORATE ATTORNEYS
JENNIFER MOSELEY
BURR & FORMAN

Jennifer Moseley is a corporate and securities partner at Burr & Forman LLP in Atlanta , and advises small start-ups to large , public companies in an array of transactions and capital raising activities . She enjoys assisting her clients in her role as counselor to start-up and developmental stage companies . Moseley was introduced to EB-5 in early 2008 and addressed securities law implications in EB-5 during the “ early years ” when securities law was not at the forefront of EB-5 related discussions . She continues to help clients navigate the intricacies of securities laws with practical solutions to meet their goals .

WHAT DO YOU THINK ABOUT THE EB-5 REFORM AND INTEGRITY ACT OF 2022 ?
I generally support ensuring that the original intent of EB-5 to provide economic stimulation is met , and increasing transparency regarding the use of EB-5 funds . There are some changes , however , that could have unintended negative impact on the EB-5 participants and economic stimulation . For example , the USCIS , which is not an economic agency , does not seem equipped to determine TEAs , so the results of this change and the two-year limit will be important .
HOW ARE YOU HANDLING THE ISSUE OF REDEPLOYMENT ?
I anticipate the possibility of redeployment and discuss this in the original PPM , and you have to consider securities exemptions and disclosures to investors before you can redeploy any funds . I discuss upfront with the JCE whether they have considered how to redeploy EB-5 funds in case an investment is repaid too early or fails . The update by the USCIS two years ago clarifying when an investor ’ s funds are “ at risk ” will eliminate the need for redeployment for some investors , and in the last year I have seen this to be the case , which made the redeployment discussion less relevant .
JACKIE PRESTER
BAKER DONELSON

Jackie Prester is a shareholder in the Memphis office of Baker Donelson Bearman Caldwell & Berkowitz . P . C ., with 24 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 DO YOU THINK ABOUT THE EB-5 REFORM AND INTEGRITY ACT OF 2022 ?
The EB-5 Reform and Integrity Act of 2022 expressly addresses federal securities laws and largely puts the burden of securities law education and compliance on regional centers . The Act requires extensive documentation to evidence compliance , including the requirement for written policies and procedures , diligence worksheets , and related party questionnaires . Furthermore , the Act makes regional centers effectively responsible for ensuring compliance with the securities laws by various third parties , which increases potential liability . Regional centers face draconian sanctions for misstatements or noncompliance including suspension , fines up to 10 % of capital raised , debarment of individuals , or termination .
HOW ARE YOU HANDLING THE ISSUE OF REDEPLOYMENT ?
For investors who filed I-526 after March 15 , 2022 , the Act requires only that from the beginning the investor ' s capital is expected to remain invested for not less than two years . The drastic reduction of the sustainment period for investors who invest after the adoption of the Act eliminates the need for NCEs to " redeploy " EB-5 capital in most instances . The Act continues some existing policy requirements , relaxes one requirement , and sets some new demanding requirements . Shockingly , the 2022 Act requires USCIS to terminate a regional center if one of its NCEs violates the redeployment requirements .
58 EB5 INVESTORS MAGAZINE