EB5 Investors Magazine Volume 5, Issue 2 - Page 74

TOP CORPORATE ATTORNEYS KEVIN KIM Lead Attorney, Corporate & Securities Geraci Law Firm K evin Kim is the lead attorney of Geraci Law Firm’s corporate and securities department. He is dedicated to providing reliable and innovative legal solutions. Kim focuses his practice on real estate with an emphasis on private placements and alternative investments for private lenders, real estate developers and real estate entrepreneurs. His securities and corporate practice includes preparing complex private and public securities offerings for alternative investment platforms for domestic and international clients. This includes drafting, advising and designing securities offerings and transactions for investment via the EB-5 program. Kim works with developers and regional centers on private placement memoranda, mezzanine loan documents, preferred equity agreements and corporate governance. His practice also includes corporate and transactional work for the E-2 and L-1 visa programs. Kim lectures and has published several articles on mortgage funds, debt syndications and the EB-5 program as an opportunity for real estate developers and lenders. WHAT DO YOU THINK THE FUTURE OF THE EB-5 INDUSTRY LOOKS LIKE? I believe that increased regulation and oversight will further legitimize and normalize the EB-5 industry. This will help eliminate the false stigma of high fraud risk or malfeasance by ensuring that only serious operators utilize the program. That said, I would like to see long term, partner of NNDKP, one of the largest and most respected law firms in Southeastern Europe. Kingston also served as adjunct professor of law at Cornell Law School, teaching corporate finance in emerging markets. Kingston began his career as law clerk to Hon. Harold M. Fong, Jr., chief judge of the U.S. District Court for the District of Hawaii. Kingston earned a B.A. with high distinction from the University of Virginia and received his J.D., cum laude, from Harvard Law School. He is a member of the Washington State Bar. ANDREW KINGSTON Managing Partner Kingston Petersen A ndrew Kingston is managing partner of Kingston Petersen based in Seattle, where he provides financing, transactional and corporate law services to select clients throughout the world. Kingston has acted as corporate and securities counsel to issuers in EB-5 offerings since 2009. He previously served as general counsel to private and publicly traded companies. Kingston is a founding 73 EB5 INVESTORS M AGAZINE WHAT DO YOU THINK THE FUTURE OF THE EB-5 INDUSTRY LOOKS LIKE? The original EB-5 vision of a solitary alien entrepreneur owning and managing a new job-creating enterprise has morphed into giant pools of capital financing billion - dollar real es tate projec ts. Existing rules are outdated, but political dysfunction in Washington has blocked reform. Real reform should clarify the regional center’s proper role. Is it a private regulator, an investment bank, a securities intermediary, an immigration support service or some combination? stable reform so that the program remains open for foreign investors to stimulate the U.S. economy. Specifically, I would like an increase in the total number of visas available, either by expanding the total number or by allowing families to apply together. Finally, I would like specific, detailed guidance on redeployment of EB-5 investor capital. HOW ARE YOU HANDLING THE ISSUE OF REDEPLOYMENT? We incorporate language to permit the NCE’s management or general partner to redeploy funds according to USCIS guidelines. This helps us account for future changes in USCIS redeployment policies. W e advise clients of the potential Investment Advisor Act, the Investment Company Act and state regulator y res tr ic tio ns fo r exe c u ting o n n ew investments for redeployment purposes. We help NCEs and regional centers find redeployment options compliant with USCIS guidelines, such as real estate loans, pools of loans or mortgage funds. Further, we advise clients on structuring investments so they will not have to register as an investment adviser or risk violating state lending regulations. WHAT TRENDS ARE YOU SEEING IN THE EB-5 INDUSTRY? The industry is maturing and becoming less tolerant of cowboys and charlatans. This is a good thing. Although the quality of offering documents is getting better, they are still impossible for ordinary people to understand. I wish all private placement memoranda were required to be 25 pages or less and written in plain English. This would force sponsors to eliminate the practice of burying bad news. HOW ARE YOU HANDLING THE ISSUE OF REDEPLOYMENT? We handle redeployment as a matter to be decided by investor consent, not by the NCE manager. This reduces opportunities for self-dealing and gives investors a say in what happens to their money. It also protects the NCE manager, most of whom are not registered investment advisers and therefore are not licensed to make redeployment decisions.