EB5 Investors Magazine English Edition Volume 6, Issue 2 | Page 111
THE PROCEDURE THAT COULD BE USED
IF THERE IS A SIGNIFICANT CHANGE
1. Notice to investors of the proposed changes with a
specific request for consent.
2. A similar notice seeking a confirmation instead of
a consent. In connection with certain modifications,
th e re may b e a g e n u i n e is s u e w h e th e r c o nse n t is
actually required, so that obtaining a majority in interest
confirmation may provide some degree of protection to
the manager/general partner. If the confirmation is not
obtained, the general partner/manager would still need to
evaluate whether it may proceed without the confirmation.
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3. Similar notice as above except that no consent or
conf irmation is reques ted , bu t inves tors who have
questions or concerns are invited to ask further questions.
If an investor vehemently objec ts to what is being
proposed, then that specific investor could be provided the
right to withdraw from the investment.
4. In connection with any substantial change that would
directly affect the initial offering documents, there is always
an issue whether rescission right is required as opposed to
merely obtaining the majority consent for the transactions
to be undertaken. That may not be a clear cut issue.
5. Notice of meeting and related implications.
Clearly, the whole issue of substantial change, investor
consent, and the potential for rescission has also become
a key component in potential litigation proceedings being
commenced by investors who may desire to obtain a refund
of their investment for any reason whatsoever and are
looking for any grounds to accomplish same. Therefore, it
is even more important that the notification and approval
process be undertaken very carefully in order to mitigate
against claims that could be made. The above referenced
analysis as to significant changes could likewise apply to
the redeployment event and the need to provide notice to
investors and obtain investor consent.
Baker Tilly, one of the largest
EB-5 advisory firms globally,
provides comprehensive services
throughout the life-cycle of an
EB-5 investment.
Regional center and developer services:
— Business plan writing and economic
impact studies
— Source of funds documentation
— Regional center formation and operations
— Capital raising
Connect with us: bakertillyeb5.com
Ronald Fieldstone ,
chair of Saul
Ew i n g A r n s t e i n & L e h r L L P ’s g l o b a l
immigration and foreign investment group
and head of the firm’s Opportunity Zone
group, practices primarily in the areas of
corporate/securities and taxation law.
Fieldstone has actively been serving
a s c o r p o ra t e / s e c u r i t i e s c o u n s e l f o r
multifaceted industries involving EB-5
immigrant visa investor offerings. He
represents developers and regional centers in EB-5 matters,
currently handling more than 300 EB-5 projects with combined
capital raise of nearly $8 billion. His corporate/securities work
includes the preparation of private placement memoranda and
related documents.
Aaron Goforth - Principal
+1 (646) 776 6164 | [email protected]
Tom Martin - Senior manager
+1 (646) 776 6113 | [email protected]
Baker Tilly Virchow Krause, LLP trading as Baker Tilly is a member of the global
network of Baker Tilly International Ltd., the members of which are separate and
independent legal entities. © 2018 Baker Tilly Virchow Krause, LLP
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