TOP CORPORATE AT TORNEYS
MICHAEL G. HOMEIER
LAW OFFICE OF MICHAEL G. HOMEIER PC
Back in solo practice, Michael
G. Homeier continues
practicing securities, corporate
and business transactional
law in Los Angeles with more
individualized ser vice for
select clients. Homeier is recognized for his expertise in
alternative finance offerings, including EB-5, crowdfunding,
blockchain and Opportunity Zones. In his 12 years of EB-5
practice, he has represented clients in hundreds of regional
center and direct projects in different sizes, helping them
successfully raise billions of dollars and creating thousands
of jobs. He also works to influence positive policy changes
and common-sense integrity reforms. He earned his Juris
Doctor from the University of Southern California and his
bachelor’s from the University of Los Angeles.
WHAT TRENDS ARE YOU SEEING IN
THE EB-5 INDUSTRY?
Even before the November 2019 regulations, project size
has been dropping while the EB-5 market continues to
develop investor marketplaces in countries such as India,
Brazil and South Africa. Projects are moving from large,
expensive firms to more middle-class-priced boutique and
solo firms with deep experience drafting top-quality
securities documents. During the post-offering periods, an
increasing number of EB-5 projects are returning to
corporate securities lawyers for workouts and restructurings
to lawfully deal with changes and progress through the life
cycle of the projects. The same sort of general business
challenges typical of non-EB-5 enterprises is combined with
unique EB-5 issues such as redeployment.
HOW ARE YOU HANDLING
THE ISSUE OF REDEPLOYMENT?
I continue to explicitly address redeployment up front, both
in the offering documents as well as definitive agreements,
including the several options available for clients to choose
from (predetermined roll-over, new at-risk investment
determined upon initial payback, range of reinvestment
options and mutual funds). My firm’s tiered approach toward
redeployment gives maximum flexibility with the lowest
perceived risk of liability, seeking to protect immigrants’
investments and their immigration goals while
simultaneously fulfilling principals’ maximal disclosure
obligations combined with some reasonable degree of
flexibility.
ANDREW KINGSTON
KINGSTON PETERSEN, PLLC
Andrew Kingston is a principal
with Kingston Petersen, PLLC.
Kingston has acted as EB-5
securities and corporate
c ou nse l sinc e 20 0 9. H e
served as general counsel to private and publicly traded
companies, and was a founding partner of NNDKP, one of
the largest law firms in Southeastern Europe. He taught
corporate finance in emerging markets at Cornell Law
School and was a law clerk to Harold M. Fong, Jr., Chief
Judge of the U.S. District Court in Hawaii. He received
his bachelor’s from the University of Virginia and his Juris
Doctor from Harvard Law School. He is a member of the
Washington State Bar.
WHAT TRENDS ARE YOU SEEING IN
THE EB-5 INDUSTRY?
Everyone agrees EB-5 changed on Nov. 21, 2019, but most
of us are still trying to figure out what the industry looks
like going forward. We are in for a period of uncertainty
while we assess the new regulatory framework, together
with other factors such as coronavirus and anti-immigrant
policies in the U.S. During this period, some smaller
participants will exit while larger ones recalibrate. If EB-5 no
longer raises hundreds of millions to fund luxury projects
in gateway cities, will the industry shrink to its sleepy pre-
crisis contours, or will new participants reinvigorate EB-5?
Stay tuned.
HOW ARE YOU HANDLING
THE ISSUE OF REDEPLOYMENT?
If redeployment becomes necessary, the first place to look
for guidance is the NCE’s operating agreement, rather than
the PPM. Investors have already purchased their
membership interests, which means redeployment is a
corporate governance issue, not a securities law matter. If
the NCE operating agreement contains clear instructions
about redeployment of investor capital, we follow those
instructions and keep investors well-informed through
frequent written communication. When the operating
agreement does not provide clear redeployment
instructions, we generally recommend a collaborative
process designed to ensure that all affected investors can
express their views and reach a transparent collective
decision.
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