EB-5 and U.S. Securities Law
()
About this ebook
The SEC's new rules under the JOBS Act will change the practice of law relating to EB-5 offerings. Regional centers and other EB-5 issuers (“direct investments”) will have more latitude with respect to general solicitations and general advertisements. However, the effort and cost to comply with securities law will increase significantly due to the “reasonable steps” requirement. Proof of “reasonable steps" taken to verify accredited investor status will now be a condition to the availability of the exemption under Rule 506 (c). Lawyers working in this field will need some familiarity with both securities law and EB-5 law.
Private Placement Handbook Series
After getting a JD from Stanford Law School, a MA from the University of Chicago, a diploma from the University College London, and working as a reporter for The Wall Street Journal, Doug was a member of the California bar for 40 years, during which time he founded a series of law reporting services now owned by Thomson-Reuters. Doug specializes in debt and equity crowdfunding. He helps small business identify and solicit sources of private equity. Doug monitors a LinkedIn discussion group, State Securities Regulation, with 1500 members. Connect with Douglas Slain: LinkedIn: http://linkedin.com/in/douglasslain Facebook: http://facebook.com/douglas.slain Twitter: https://twitter.com/exemptofferings Blog: http://www.privateplacementadvisors.com/apps/blog Web site: http://privateplacementadvisors.com
Read more from Private Placement Handbook Series
Hedge Funds for the Rest of Us Rating: 0 out of 5 stars0 ratingsSecuritized Real Estate and 1031 Exchanges Rating: 0 out of 5 stars0 ratingsExempt Offerings Rating: 0 out of 5 stars0 ratingsMarijuana Money Rating: 0 out of 5 stars0 ratingsGeneral Solicitation under New Rule 506: Crowd Funding on Steroids Rating: 5 out of 5 stars5/5Crowdfunding in 2014 (Understanding a New Asset Class) Rating: 0 out of 5 stars0 ratingsGuide to the JOBS Act Rating: 0 out of 5 stars0 ratingsHow to Finance a Marijuana Business Rating: 4 out of 5 stars4/5Crowdfunding Law Rating: 0 out of 5 stars0 ratingsProposed Rules Governing Regulation Crowdfunding Rating: 0 out of 5 stars0 ratingsComments on the SEC's Proposed Rules for Regulation Crowdfunding Rating: 0 out of 5 stars0 ratingsCrowdfinancing Rating: 0 out of 5 stars0 ratingsCrowdfunding on Steroids Rating: 3 out of 5 stars3/5
Related to EB-5 and U.S. Securities Law
Related ebooks
Comments on the SEC's Proposed Rules for Regulation Crowdfunding Rating: 0 out of 5 stars0 ratingsGuide to the JOBS Act Rating: 0 out of 5 stars0 ratingsThe Insider's Guide to Securities Law: Navigating the Intricacies of Public and Private Offerings Rating: 5 out of 5 stars5/5Raising Money – Legally: A Practical Guide to Raising Capital Rating: 4 out of 5 stars4/5The Ultimate Guide to US Financial Regulations: A Primer for Lawyers and Business Professionals Rating: 0 out of 5 stars0 ratingsCrowdfunding on Steroids Rating: 3 out of 5 stars3/5The Fiduciary: An In-Depth Guide to Fiduciary Duties-From Studebaker to Enron Rating: 0 out of 5 stars0 ratingsHigh Yield Investment Programs: Fact, or Fiction? Rating: 0 out of 5 stars0 ratingsCrowdfinancing Rating: 0 out of 5 stars0 ratingsThe Securitization Markets Handbook: Structures and Dynamics of Mortgage- and Asset-backed Securities Rating: 0 out of 5 stars0 ratingsEquity Crowdfunding for Investors: A Guide to Risks, Returns, Regulations, Funding Portals, Due Diligence, and Deal Terms Rating: 0 out of 5 stars0 ratingsThe D-I-Y Loan Modification Special Report Rating: 0 out of 5 stars0 ratingsKevin Gibson's Legal Malpractice Avoidance Guide Rating: 0 out of 5 stars0 ratingsU.S. Captive Insurance Law Rating: 0 out of 5 stars0 ratingsFund Custody and Administration Rating: 0 out of 5 stars0 ratingsFinance Tips and Tricks for Property Investors Rating: 0 out of 5 stars0 ratingsReal Estate Transactions and Foreclosure Control—A Home Mortgage Reference Handbook: The Causes and Remedies of Foreclosure Pains Rating: 0 out of 5 stars0 ratingsSecuritization and Structured Finance Post Credit Crunch: A Best Practice Deal Lifecycle Guide Rating: 0 out of 5 stars0 ratingsEncyclopedia of Municipal Bonds: A Reference Guide to Market Events, Structures, Dynamics, and Investment Knowledge Rating: 0 out of 5 stars0 ratingsSaving Main Street and Its Retailers: Protecting Your Town, Jobs and Small Businesses from Globalization Rating: 0 out of 5 stars0 ratingsManaging Banking Relationships Rating: 0 out of 5 stars0 ratingsThe Law (in Plain English) for Small Business (Sixth Edition) Rating: 0 out of 5 stars0 ratingsSeries 7 Exam: 1001 Practice Questions For Dummies Rating: 0 out of 5 stars0 ratingsCreate Wealth with Private Equity and Public Companies: A Guide for Entrepreneurs and Investors Rating: 0 out of 5 stars0 ratingsPoverty: Its Illegal Causes and Legal Cure: Lysander Spooner Rating: 0 out of 5 stars0 ratingsNaked Guide to Bonds: What You Need to Know -- Stripped Down to the Bare Essentials Rating: 0 out of 5 stars0 ratingsCommercial Law Rating: 0 out of 5 stars0 ratingsPrivate Equity Fund Of Funds A Complete Guide - 2020 Edition Rating: 0 out of 5 stars0 ratingsDollars From Heaven, Volume I Rating: 4 out of 5 stars4/5
Law For You
Legal Words You Should Know: Over 1,000 Essential Terms to Understand Contracts, Wills, and the Legal System Rating: 4 out of 5 stars4/5Win In Court Every Time Rating: 5 out of 5 stars5/5The ZERO Percent: Secrets of the United States, the Power of Trust, Nationality, Banking and ZERO TAXES! Rating: 5 out of 5 stars5/5Legal Writing in Plain English: A Text with Exercises Rating: 3 out of 5 stars3/5Win Your Case: How to Present, Persuade, and Prevail--Every Place, Every Time Rating: 5 out of 5 stars5/5The Common Law Rating: 4 out of 5 stars4/5Law For Dummies Rating: 4 out of 5 stars4/5Dictionary of Legal Terms: Definitions and Explanations for Non-Lawyers Rating: 5 out of 5 stars5/5Secrets of Criminal Defense Rating: 5 out of 5 stars5/5The Paralegal's Handbook: A Complete Reference for All Your Daily Tasks Rating: 4 out of 5 stars4/5When Harry Became Sally: Responding to the Transgender Moment Rating: 3 out of 5 stars3/5Divorcing a Narcissist: The Lure, the Loss and the Law Rating: 0 out of 5 stars0 ratingsHow to Think Like a Lawyer--and Why: A Common-Sense Guide to Everyday Dilemmas Rating: 3 out of 5 stars3/5The Everything Guide To Being A Paralegal: Winning Secrets to a Successful Career! Rating: 5 out of 5 stars5/5Estate & Trust Administration For Dummies Rating: 0 out of 5 stars0 ratingsWills and Trusts Kit For Dummies Rating: 5 out of 5 stars5/5Patents, Copyrights and Trademarks For Dummies Rating: 4 out of 5 stars4/5No Stone Unturned: The True Story of the World's Premier Forensic Investigators Rating: 4 out of 5 stars4/5The Everything Executor and Trustee Book: A Step-by-Step Guide to Estate and Trust Administration Rating: 3 out of 5 stars3/5The LLC and Corporation Start-Up Guide: Your Complete Guide to Launching the Right Business Rating: 5 out of 5 stars5/5Executor's Guide, The: Settling a Loved One's Estate or Trust Rating: 0 out of 5 stars0 ratingsFamily Trusts: A Guide for Beneficiaries, Trustees, Trust Protectors, and Trust Creators Rating: 5 out of 5 stars5/5How To Become a Mobile Notary: Generate Income - A Side Hustle Series Rating: 0 out of 5 stars0 ratingsNo Place to Hide: Edward Snowden, the NSA, and the U.S. Surveillance State Rating: 4 out of 5 stars4/58 Living Trust Forms: Legal Self-Help Guide Rating: 5 out of 5 stars5/5The Socratic Method: A Practitioner's Handbook Rating: 4 out of 5 stars4/5Critical Race Theory: The Cutting Edge Rating: 4 out of 5 stars4/5With Liberty and Justice for Some: How the Law Is Used to Destroy Equality and Protect the Powerful Rating: 4 out of 5 stars4/5
Related categories
Reviews for EB-5 and U.S. Securities Law
0 ratings0 reviews
Book preview
EB-5 and U.S. Securities Law - Private Placement Handbook Series
EB-5 AND U.S. SECURITIES LAW
Douglas Slain
~~~
Smashwords Edition
Copyright © Litigation Research Group 2013
Publisher: Litigation Research Group
Smashwords Edition, License Notes
This ebook is licensed for your personal enjoyment only. This ebook may not be re-sold or given away to other people. If you would like to share this book with another person, please purchase an additional copy for each recipient. If you’re reading this book and did not purchase it, or it was not purchased for your use only, then please return to Smashwords.com and purchase your own copy. Thank you for respecting the hard work of this author.
TABLE OF CONTENTS
About the author
PART ONE
1. Regulation D Offerings: Now is the Time
2. EB-5 Visas: Pitfalls and Benefits of U.S. Securities Laws
3. Direct Investments v. Regional Centers
PART TWO
4. Business Brokers Acting as Broker-Dealers
5. Brokers, Dealers and Finders
6. Purchaser Representatives
PART THREE
7. EB-5 Law and Practice Following the JOBS Act
8. Implementing the JOBS Act with Changes to Rule 506
PART FOUR
9. The Regulation S Safe Harbor
10. Sample Regulation S Website Disclaimer Language
About the author
Web sites and blogs that Douglas Slain has managed for the last several years include PrivatePlacementAdvisors.com, RegDConsumersReport.com and RegDLaw.com. Books he has written include Real Estate Blind Pools, Delivery Services, and EB-5 and U.S. Securities Law. Doug is the manager of a LinkedIn discussion group focusing on state securities enforcement and private placement law with over 950 members, styled Securities Enforcement Group/Securities Enforcement Law. He is available as an expert witness in litigation involving compliance with Regulation D and private placement law.
Doug was the founding editor and long term publisher of Insurance Litigation Reporter, Professional Liability Reporter, Medical Liability Reporter, and Construction Litigation Reporter, titles now published by Thomson-Reuters. He was the founding editor of Securities Enforcement Reporter and Blue Sky Chronicle. His first job out of college was as a reporter for The Wall Street Journal.
Doug practiced real estate and finance law at Pillsbury, Madison & Sutro (now Pillsbury Winthrop) after Stanford Law School. He served as a rule of law consultant to the Ministry of Economy for the Republic of Latvia as its secured transactions adviser. He taught at Stanford Law School as an adjunct clinical law professor. He also served as chairman of the American Bar Association’s Professional Responsibility Committee for two terms.
Doug initiated (and associated with Lieff Cabraser Heimann & Bernstein) a class action against Fund America, where $37 million was recovered 10 months after the class was certified. He was also the lead plaintiff’s lawyer in the largest consumer class action filed against the infamous WorldCom before its demise.
Doug received a JD from Stanford Law School, a MA from the University of Chicago, a BA from DePauw University, a diploma from University College London, and a certificate from the Goethe Institute.
He can be reached by email at doug.slain@gmail.com or via Skype at dslain2134.
PART ONE
Chapter One: Regulation D Offerings: Now is the Time
$1 trillion/Annum Set to Increase to At Least $2 trillion
Proceeds from Regulation D private offerings have totaled almost $1 trillion in recent years despite a regulatory scheme that prohibited the use of general solicitation or general advertising. Now that regulatory scheme is set to change dramatically, and up to $2 trillion per year is possible within a few years.
Section 201(a) (1) of the JOBS Act directs the SEC to modify Rule 506 under Regulation D to remove the general solicitation prohibition in offerings where all investors are accredited investors.
The new rule provides a securities registration exemption for private offerings that use general solicitation or general advertising, provided all purchasers are accredited investors and reasonable steps to verify accredited investor status are