Congratulations! You have subscribed EB-5 investors, closed your offering, and provided the EB-5 funds to the project. Now what? As a general matter, EB-5 investors are either non-managing members of a limited liability company or limited partners of a limited partnership. In either situation, the EB-5 investor has limited managerial and voting rights, yet does have protections under either the Operating Agreement or Limited Partnership Agreement (the “NCE Agreement”), as may be applicable. The rights provided to EB-5 investors under the NCE Agreement must be adhered to as a binding contract between the new commercial enterprise (the “NCE”) and the EB-5 investor. Likewise, under state law, the EB-5 investor has rights and protections under the limited liability company act or limited partnership act. Finally, under federal and state law, the NCE will have ongoing securities law obligations, which may require supplements or updates to the offering documents.

To read the full GT Alert, click here.

For more on NCE Agreements, click here.

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Photo of Bruce C. Rosetto Bruce C. Rosetto

Bruce C. Rosetto represents private and public companies, private equity funds, investment banks, and prominent equestrian clients. He has broad experience in public company securities work, private placement financings, corporate governance, and alternate assets. His practice focuses on entrepreneurs and small to middle…

Bruce C. Rosetto represents private and public companies, private equity funds, investment banks, and prominent equestrian clients. He has broad experience in public company securities work, private placement financings, corporate governance, and alternate assets. His practice focuses on entrepreneurs and small to middle market public companies throughout the United States in a variety of industries, including equine, life sciences, bio-tech, auto dealerships, investment banking, real estate, environmental, manufacturing, technology, entertainment and many others. He also forms private equity funds and family offices and represents affiliated portfolio companies. In addition, he also advises clients in connection with raising capital for and establishing regional centers to administer, projects qualifying for investment under the EB-5 Entrepreneur Investment Visa Program.

Photo of Bracha Pollack Bracha Pollack

Bracha Pollack practices in all areas of corporate and securities law, with a focus on debt and equity investments, securities offerings, joint ventures, restructuring, asset purchases, mergers and acquisitions, private equity transactions, governance issues, general corporate and securities laws matters, and broker-dealer regulation.

Bracha Pollack practices in all areas of corporate and securities law, with a focus on debt and equity investments, securities offerings, joint ventures, restructuring, asset purchases, mergers and acquisitions, private equity transactions, governance issues, general corporate and securities laws matters, and broker-dealer regulation. In addition, Bracha has experience representing borrowers and lenders in secured financing transactions.

She represents private and public companies, emerging companies, private equity funds, family offices, hedge funds, investment banks, and strategic investors across a diverse variety of industries, including banking and finance, real estate, equine, life-sciences, manufacturing, technology, and entertainment. Bracha also counsels clients regarding raising capital under the EB-5 Entrepreneur Investment Visa Program.