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    EB-5 and U.S. Securities Law
    EB-5 and U.S. Securities Law
    EB-5 and U.S. Securities Law
    Ebook67 pages48 minutes

    EB-5 and U.S. Securities Law

    By Private Placement Handbook Series

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    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.

    LanguageEnglish
    PublisherPrivate Placement Handbook Series
    Release dateSep 23, 2014
    ISBN9781311277572
    EB-5 and U.S. Securities Law
    Author

    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

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      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

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