EB5 Investors Magazine | Page 24

Identify the “Bad Actors” in Private Offerings Under Rule 506 by Charles Kaufman and Jor Law In 2010, as part of the aftermath of the Global Financial Crisis of 2008, Congress adopted the Dodd-Frank Wall Street Reform and Consumer Protection Act. While mainly targeting the financial services industry, the act also required the Securities and Exchange Commission to adopt rules banning specified felons and other “bad actors” from participating in private offerings of securities under Rule 506 of Regulation D under the Securities Act of 1933. The SEC fulfilled its mandate by adopting Rule 506(d) in 2013. This rule requires a company to investigate the background of its officers, directors, owners and other associates before using Rule 506 - the most powerful capital-raising tool available to private companies and private investment funds, and one on which many EB-5 offerings also rely. As a result, this type of investigation has become a key component of the due diligence process for companies and projects raising EB-5 funds. 22 EB5 INVESTORS MAGAZINE