TOP CORPORATE ATTORNEYS
ROBERT CORNISH Attorney
Wilson Elser Moskowitz Edelman & Dicker LLP
Robert“ Bob” Cornish is an attorney at Wilson
Elser in Washington D. C. He focuses on litigation, arbitration, regulatory and compliance matters for broker-dealers, investment advisers, hedge funds, commodity firms, institutional investors and family offices domestically and abroad. Cornish emphasizes alternative investment, broker-dealer and EB-5 fund formation, compliance and governance matters, including litigation, arbitration and enforcement. Previously, he served as chief legal and compliance officer and in-house counsel for prominent investment firms, where he acquired valuable experience handling complex business management and marketing matters for investment management clients. Cornish is a member of the EB-5 Securities Roundtable, a group of leading EB-5 securities attorneys organized to facilitate best practices in the offerings of EB-5 securities and to urge harmonization of the EB-5 program when it comes to securities laws.
WHAT DO YOU THINK THE FUTURE OF THE EB-5 INDUSTRY LOOKS LIKE?
The EB-5 industry will continue to mature and consolidate into a more mainstream component of the financial markets. Regional centers and individual advisers will likely gravitate toward investment adviser registration as additional projects create new revenue streams, and will likely use more conventional players in the financial markets through which capital may be raised. An overall culture of securities compliance similar to that in the investment adviser or broker-dealer industries will go further in bringing about EB-5 reform than any regulation or legislation. A credible, compliant industry can and will drive conversations on legislative and regulatory reform to benefit its participants.
HOW ARE YOU HANDLING THE ISSUE OF REDEPLOYMENT?
I counsel regional centers on redeployment issues assuming that they do not want to assume the role of an investment adviser or broker-dealer. My views on redeployment are somewhat contrarian: I believe a regional center or developer should leave as much management as possible of funds subject to redeployment to entities traditionally suited and regulated for that purpose. Namely, I advocate for trust structures where an independent trustee selected by the regional center or developer manages the investor’ s funds are managed in tandem with I-829 processing times. That trustee, rather than the regional center or developer, manages the funds in accordance with USCIS policies.
RONALD R. FIELDSTONE Partner Saul Ewing Arnstein & Lehr LLP
Ronald R. Fieldstone is a partner with Saul
Ewing Arnstein & Lehr LLP and chair of its EB-5, Global Immigration and Foreign Investment Advisory Practice Group, which practices primarily in the areas of corporate / securities and taxation law. Fieldstone has actively served as corporate and securities counsel for multifaceted industries involving EB-5 immigrant visa investor offerings. He represents both developers and regional centers in EB-5 matters, currently handling more than 300 EB-5 projects with a combined capital raise of nearly $ 7 billion. His corporate and securities work includes the preparation of private placement memoranda and related documents. Fieldstone frequently lectures and publishes about the subject of EB-5 corporate / securities for numerous governmentsponsored organizations, industry groups and professional associations. He recently served as a member of the IIUSA Best Practices Committee and now is a member of IIUSA’ s Compliance Committee.
WHAT DO YOU THINK THE FUTURE OF THE EB-5 INDUSTRY LOOKS LIKE?
The EB-5 program’ s future is somewhat in limbo with pending legislation. The delay of new legislation has tamed the marketplace, particularly in China where investors are seeking alternatives to EB-5. I would like reforms to include updated integrity measures to reduce the compliance burden. Regional centers need more independent accountability concerning the loan transaction where the party is required to distribute monies either on a loan model or equity model that is independent from the NCE principal. The visa cap should also be increased or derivatives removed. An additional set-aside for infrastructure and urban poverty is also necessary to account for the economic conditions that should be available to promote EB-5 investments.
HOW ARE YOU HANDLING THE ISSUE OF REDEPLOYMENT?
We provide language in offering documents contemplating redeployment both from an immigration and corporate security standpoint. We provide as much detail as possible on how redeployment will take place, even identifying projects or opportunities that would be appropriate for redeployment in a particular offering. Likewise important is navigating other redeployment options that would otherwise meet the June 14, 2017 Policy Guidelines. For existing transactions where redeployment was not dealt with in the documentation, the issues are more complex and should be addressed in more detail, including the need for proper due diligence, notification to investors and possibly investor consent to any redeployment not adequately described in the original offering document package.
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