Angelo Paparelli is a partner in the Business
Immigration Practice Group at Seyfarth Shaw
LLP and serves as co-chair of the firm’s EB-5 Immigrant Investment specialty team. A Certified
Immigration Law Specialist (CA), he is known
among clients and peers for providing creative
solutions to complex immigration law problems,
especially those involving mergers and acquisitions and EB-5 transactions representing project
developers, banks and regional centers. In
2015, Paparelli was named one of EB5 Investors
Magazine’s “Top 25 EB-5 Attorneys,” and he is a
2010 recipient of the Edith Lowenstein Award for
advancing the practice of immigration law.
Angelo Paparelli
Gregory White
Gregory White is a corporate partner at Seyfarth
Shaw LLP, and serves as co-chair of the firm’s EB-5
Immigrant Investment practice and steering committee member of its Capital Markets practice.
White has been involved in the structuring of various EB-5 financing transactions and is a frequent
lecturer on EB-5 securities, finance and compliance issues. White also represents corporations,
private equity funds, and venture capital firms in
financing, technology and M&A transactions. A
large part of his practice includes equity and debt
financings for both issuers and investors across a
number of industries.
Village People, “Y.M.C.A,” from their 1978 album Cruisin’.
Slade, “Run, Runaway” from their 1984 album Keep Your Hands Off My Power Supply.
With respect to notes in particular, there are court cases, e.g. Reves v. Ernst & Young, 494 U.S. 56 (1990), that
apply a multi-factor analysis to determine whether a note is a security, but a detailed discussion of those cases is
beyond the scope of this article.
4
Any potential argument that an EB-5 fund is not “engaged in the business of investing in securities” because it
only invests in a single JCE over its life is beyond the scope of this article.
5
USCIS Memorandum, “Guidance on the Job Creation Requirement and Sustainment of the Investment for
EB-5 Adjudication of Form I-526 and Form I-829,” Draft PM- 602-0121 (August 10, 2015) at 7
6
With apologies to the Schoolhouse Rock assertion that “Three Is the Magic Number.”
7
See, e.g. Shoreline Fund, L.P. No-action Letter (pub. avail. April 11, 1994). In Shoreline the SEC stated that it
would not respond to further no-action requests on the topic of integration unless they raised novel issues.
8
Rule 506(c) of Regulation D does permit general solicitation of offerings if certain additional steps are taken to
verify an accredited investor’s status either by reviewing documentation supporting the status such as bank records
or tax returns or by having certain professionals such as registered broker-dealers, registered investment advisers,
attorneys or CPAs certify that they have verified the investor’s status . Such offerings are not considered public
offerings for the purposes of the 3(c)(1) exemption.
9
The quote is from F. Scott Fitzgerald, “The Rich Boy,” a short story published in 1926.
10
“It’s tangible, it’s solid, it’s beautiful. It’s artistic, from my standpoint, and I just love real estate,” Donald Trump,
interview, Jan. 9, 2002, cited at http://www.notable-quotes.com/t/trump_donald.html#yzcJlUDKp12kpmAm.99
(last viewed on Sept. 17, 2015).11 See, e.g., Capital Trust, Inc. No-action Letter (pub. avail. May 24, 2007). 12
Alfred E. Neuman, the public face of Mad Magazine.
13
“The End,” Track 8 from the Beatles’ Abbey Road album.
14
See, e.g., Securities and Exchange Commission v. Luca International Group, LLC et al, Civil Action No.
3:15-CV-03101 (N.D. Cal. filed July 6, 2015) where the SEC’s charges included claims of securities fraud, the sale
of unregistered securities and persons acting as unregistered broker-dealers and unregistered investment advisers.
15
“Suspicious Minds” Track 27 on the album ELV1S: 30 #1 Hits.
1
Christopher Robertson is co-chair of the
National Whistle Blower Team and a member
of the Complex Litigation, Capital Markets and
Investment Management practice areas in the
Boston office of Seyfarth Shaw LLP. His areas of
focus include complex commercial and financial
litigation, securities litigation, consumer fraud
litigation, regulatory compliance, corporate
governance, and internal investigations. Prior
to joining Seyfarth Shaw, Robertson was Senior
Counsel with the SEC’s Division of Enforcement
in Washington, D.C., where he investigated and
Christopher Robertson
litigated, among others, accounting, insider
trading, investment management, corporate
misconduct, investment adviser and broker-dealer matters.
2
3
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