TOP CORPORATE AT TORNEYS
JENNIFER MERCIER MOSELEY
BURR & FORMAN LLP
Jennifer Mercier Moseley is
a corporate and securities
par tner at Burr & Forman
LLP in Atlanta, and advises
small startups to large, public
companies in an array of
transactions and capital raising activities. She enjoys
resolving her clients’ needs in her role as counselor to
startup and developmental stage companies. Moseley was
introduced to EB-5 in early 2008 and addressed securities
law implications in EB-5 during the years when securities
law was not at the forefront of EB-5 related discussions.
She continues to help clients navigate the intricacies of
securities laws with practical solutions to meet their goals.
WHAT TRENDS ARE YOU SEEING IN
THE EB-5 INDUSTRY?
With the changes to the definition of TEAs and the
elimination of TEA designation letters, there is an uptick in
RFEs. Potential investors will be deterred by issues over
TEA qualifications, and there will be increased litigation
filings over TEA issues by those who do go forward.
Increased investment amounts will be attractive to project
developers who previously did not seek EB-5 investors
since they can have less investors for higher capital,
especially those who offer higher rates of return. Though
many will no longer afford the increased investment
amount, traditional investors motivated by returns will find
better opportunities in EB-5.
HOW ARE YOU HANDLING
THE ISSUE OF REDEPLOYMENT?
I have discussions upfront with the JCE about other projects
into which we could redirect EB-5 funds in case an
investment will be repaid too early or is unsuccessful, and
most migration agents request this upfront. Funds can be
redeployed to a project of a different developer, but typically
I negotiate with the JCE to provide contractual obligations
that allow the regional center to redirect funds to a future
project of the same JCE, and preferably one with a higher
rate of return. When the JCE has a proven track record,
investors have a higher level of comfort in redeployment.
JAY M. ROSEN
SAUL EWING ARNSTEIN & LEHR LLP
Jay M. Rosen, a partner with
Saul Ewing Arnstein & Lehr LLP,
focuses his practice on general
corporate and securities law.
He has represented both public
and private companies in mergers and acquisitions, public
and private offerings of securities and SEC disclosures, as
well as corporate governance, debt and equity financing,
and general corporate matters. His practice also includes
handling private securities offerings under the EB -5
Immigrant Investor Program. He serves as a lead attorney
on numerous projects from inception to closing, including
contract negotiation and preparation.
WHAT TRENDS ARE YOU SEEING IN
THE EB-5 INDUSTRY?
We continue to see a slow growth with respect to larger-sized
EB-5 projects, given the continued visa retrogression in mainland
China, Vietnam and India and the increase in the minimum
investment amount stemming from the recently published EB-5
regulations. However, we continue to see new EB-5 project
activity for smaller-sized projects that are marketing in other
regions, including Latin America in particular. In many cases, the
NCE is also providing its EB-5 investors a higher rate of return on
their investment. Additionally, we continue to represent clients in
their redeployment transactions.
HOW ARE YOU HANDLING THE ISSUE
OF REDEPLOYMENT?
We analyze, review and negotiate many issues in order to
properly structure and implement redeployment transactions
from all angles, including from immigration, corporate/fiduciary
and securities compliance standpoints. We work closely with
project immigration counsel to ensure a redeployment
transaction complies with current USCIS guidelines and policies,
which is always evolving. We also review applicable offering and
corporate documents to ensure the NCE’s management properly
executes the proposed redeployment, including obtaining
investor consent or taking other required actions. Redeployment
has many complexities, and we are very strategic in structuring
and implementing the most appropriate redeployment based on
each client's particular circumstances.
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