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Category Archives: Securities Law

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Posted in EB-5 Investment, Securities Law

Nearly all U.S. broker-dealers are members of the Financial Industry Regulatory Authority (FINRA).  FINRA regulates, and provides oversight and guidance for its member firms.  When a broker-dealer becomes a FINRA member, they enter into a membership agreement which, among other things, specifies which financial products and services the broker-dealer is permitted to offer to its… Continue Reading

Posted in EB-5 Program, Securities Law

Last week, the U.S. Securities and Exchange Commission (SEC) announced a series of enforcement actions against lawyers across the country, charging them with offering EB-5 investments and receiving compensation while not registered to act as brokers. According to the SEC, the attorneys and firms involved in these matters assisted in the facilitation of investment sales… Continue Reading

Posted in EB-5 Investment, EB-5 Project, Securities Law

Yesterday, the U.S. Securities and Exchange Commission (SEC) ordered a US-based foreign finder operation to cease and desist from operation as an unlicensed broker-dealer.  The charges are some of the first against brokers handling investments in the EB-5 Immigrant Investor Program and follow earlier SEC actions against fraudulent EB-5 offerings. According to the SEC’s order,… Continue Reading

Posted in Securities Law

After a nationwide conference call of industry participants sponsored by agencies of the U.S. government and several years of cautionary discussions, through its recent actions, the agency that regulates securities sales in the United States, the Securities and Exchange Commission (SEC), and its self-regulatory arm, the Financial Industry Regulatory Authority (FINRA), have made compliance with… Continue Reading

Posted in Securities Law

Written by Terry R. Weiss and Matthew S. Johns In the wake of recent cybersecurity breaches, the SEC and FINRA simultaneously issued reports this week to the securities industry summarizing cybersecurity examination findings and to investors recommending certain precautions to safeguard online investment information. In its Risk Alert – Cybersecurity Examination Sweep Summary, the SEC… Continue Reading

Posted in Securities Law

Written by Rebecca G. DiStefano On Dec. 18, 2014, the Securities and Exchange Commission proposed amendments to current rules under Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act) that would implement provisions of Titles V and VI of the Jumpstart Our Business Startups Act (the JOBS Act). In this… Continue Reading

Posted in Securities Law

Written by Richard M. Cutshall and Arthur Don On Jan. 13, 2015, the SEC’s Office of Compliance Inspections and Examinations released its annual list of examination priorities for 2015. This GT Alert provides an overview of the examination priorities, and highlights how most securities industry participants – registered investment advisers, broker-dealers, registered investment companies and… Continue Reading

Posted in Securities Law

Written by Richard M. Cutshall and Steven M. Felsenstein The role of the Financial Industry Regulatory Authority (FINRA) regarding payments to unlicensed persons for securities-related and capital-raising activities has expanded. This GT Alert gives an overview of the FINRA Rule 2040 (approved by the SEC on Dec. 30, 2014) which governs when and how registered… Continue Reading

Posted in Securities Law

Written by Richard M. Cutshall, Steven M. Felsenstein, and Carl A. Fornaris On Dec. 30, 2014, the SEC approved a proposed rule change pursuant to which FINRA is adopting a revised version of NASD Rule 3010(e) concerning background investigations of proposed registered representatives and adding a new obligation for member firms’ written supervisory procedures to require… Continue Reading

Posted in Securities Law

Section 15(b) of the Securities Exchange Act of 1934 (the Act) requires registration of any broker-dealer effecting securities transactions by means of interstate commerce unless an appropriate exemption is available. In order to register as a broker-dealer in the United States, an application for registration—called Form BD—must be made to the SEC and a self-regulatory… Continue Reading

Posted in EB-5 Investment, Securities Law

The Financial Industry Regulatory Authority, Inc. (FINRA) regulates member brokerage firms and exchange markets in the United States. FINRA is a not-for-profit non-governmental organization that acts as a self-regulatory organization (SRO). SROs were created by the Securities Exchange Act of 1934 to enforce certain industry standards and requirements related to securities trading and brokerage. FINRA… Continue Reading

Posted in EB-5 Program, Securities Law

In connection with an EB-5 program, foreign investors are offered a special subset of private funds and securities offerings made through regional centers and non-regional centers approved by the USCIS. In certain instances, when the securities are offered or sold by an intermediary, these transactions are subject to US securities laws. There is a significant… Continue Reading

Posted in Securities Law

Greenberg Traurig Corporate & Securities Shareholder Bruce Rosetto recently co-authored an article in Practical Law Company entitled “Navigating the Recent Changes to Regulation D Rule 506”. The pieces focuses on the elimination of the ban on general solicitation in Rule 506 offerings, which presents exciting new opportunities for companies raising capital under the Regulation D… Continue Reading

Posted in Securities Law

The Greenberg Traurig Securities Litigation Practice recently published an alert entitled “FINRA Welcomes in the New Year with its 2014 Priorities Letter for Broker-Dealers,” authored by Andy Clark and Terry Weiss. The alert outlines the recently released Regulatory and Examination Priorities Letter from FINRA, which reveals its intended areas of exam focus for 2014 and… Continue Reading

Posted in EB-5 Program, Securities Law

There seems to be a lot of confusion in the marketplace about who needs to be an accredited investor within the framework of the U.S. securities laws. Within the United States, EB-5 offerings rely on an exemption from registration with the Securities and Exchange Commission that limits the investor pool primarily to “accredited investors,” as… Continue Reading

Posted in Immigrant Investor, Securities Law

A fundamental tenet of the federal securities laws is that all purchases or sales of securities must either be registered under the Securities Act of 1933 (the “Securities Act”) or qualify for an exemption from registration.  The primary exemption relied upon by issuers seeking investors pursuing a visa under the EB-5 Program is provided by… Continue Reading

Posted in EB-5 Program, Securities Law, Speaking Engagement

On Tuesday, Kate Kalmykov served on a panel entitled “How To Use EB-5 Financing In A Credit Restricted Market” at a sold out luncheon with more than 150 attendees at The Harvard Club, hosted by the Mortgage Bankers Association of New York (MBANY). The Real Deal magazine interviewed Kate at the event regarding the EB-5… Continue Reading

Posted in EB-5 Program, Securities Law

AILA recently updated their executive summary of the USCIS EB-5 Engagement with the Securities and Exchange Commission (“SEC”). The two page document contains a summary of the highlights from the important April 3, 2013, teleconference with the USCIS and SEC. The SEC noted that the definition of a “security” is broad and most EB-5 investments… Continue Reading

Posted in EB-5 Program, Securities Law

Yesterday, the U.S. Securities and Exchange Commission (SEC) adopted a new rule to implement a Jumpstart Our Business Startups (JOBS) Act requirement that would eliminate the ban on general solicitation and general advertising for certain types of private securities offerings. GT Immigration attorney Nataliya Binshteyn published an article on EB5Investors.com outlining its significant impact on… Continue Reading

Posted in EB-5 Program, Securities Law

This morning, the Securities and Exchange Commission (“SEC”) voted 4 to 1 to lift an 80-year-old ban on advertisements of private offerings. The Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) required the SEC to amend Rule 506 of Regulation D to permit general solicitation and advertising in private placements as long as all… Continue Reading

Posted in EB-5 Program, Securities Law

Tomorrow, July 10th, the Securities and Exchange Commission will hold an Open Meeting at 10:00 a.m. at the SEC Headquarters Auditorium Room L-002 located at 100 F Street NE in Washington, D.C. to discuss the JOBS Act. Subject matters include: Consideration to adopt amendments to eliminate the prohibition against general solicitation and general advertising in… Continue Reading

Posted in Immigrant Investor, Regional Center, Securities Law, Speaking Engagement

Greenberg Traurig, LLP will host the sixth event of the 2013 National EB-5 Finance Seminar Tour in Denver on Wednesday, July 31st. The seminar will expose participants to a unique alternative financing opportunity for projects that lend themselves to the EB-5 immigrant investor program. A panel of attorneys in Greenberg Traurig’s Immigration & Compliance Practice… Continue Reading

Posted in EB-5 Investment, EB-5 Program, Immigrant Investor, Securities Law

Prepared by: Arthur Don | Steven M. Felsenstein  The Investment Regulation Update is a periodic publication providing key regulatory and compliance information relevant to broker-dealers, investment advisers, private funds, registered investment companies and their independent boards, commodity trading advisers, commodity pool operators, futures commission merchants, major swap participants, structured product sponsors and financial institutions.