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Tagged Posts: PPM’

Real Estate Securities Fraud Targeting Immigrant Investors (Part 2)

October 3, 2015

SEC v. Path America, LLC.

In SEC v. Path America, LLC, the SEC alleged that Dargey, the individual defendant, set up a series of entities in Everett, Washington, purportedly to offer limited partnership interests priced at $500,000 each, plus an administrative fee of $45,000 per investor.[1] The SEC says that the private placement memoranda (“PPMs”) for the offerings contained statements that an investment in the project was intended to qualify under the EB-5 program and that the proceeds of the offerings were to be used for the construction of a 40-story tower in Seattle and for a real estate development project in Everett.… Read the rest

Real Estate Securities Fraud Targeting Immigrant Investors (Part 1)

September 29, 2015

If you read our previous blog series on exempt offerings (available here) or attended one of our presentations on raising capital through exempt offerings, you know that the definition of “security” under federal law is extremely broad and includes, among other things, “any note, stock, . . . , certificate of interest or participation in any profit-sharing agreement . . . , or in general, any instrument commonly known as a “security”. . . .”[1]  Interests in certain business entities, such as limited liability companies and limited partnerships, are likely to be securities, so if you have a fractional interest in a piece of real property owned by such entities, for example, chances are that it is a security subject to regulation as security (among other laws).… Read the rest

All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.


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