Mergers & Acquisitions Commercial Real Estate Securities

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Private Equity Market Intelligence: Retail Acquisition & Development in Primary Markets Quarterly Report - Q4

Key Findings - ..The retail industry is becoming more complex and changing at an ever increasing speed. Shifting demographics, household downsizing, more educated consumers, new channel formats, among other trends,...more

Court Decision Helps REITs Strategize for Successful Acquisitions in the Face of Shareholder Litigation

Decision of note for REITs contemplating asset acquisitions involving stock consideration that requires stockholder approval, even if the transaction does not effect a change-in-control. Background – Following...more

How Falsifying Compliance With A Lease Became Securities Fraud

The CEO and CFO of a successful senior living firm sought to expand the business by acquiring the operations of another firm and leasing its facilities. Despite warnings that the lease terms were far to onerous, the deal was...more

SEC Approves Advertised Rule 506 Offerings

Final regulations allowing advertised Rule 506 offerings. ...more

Using Rule 506 for Raising Money

Helpful advice for using Rule 506 for raising money....more

Public Advertising of California Qualification by Permit Offerings

Although it takes more time and effort than other types of offerings, a California qualification by permit (25113) offering has major advantages in terms of allowing public advertising and having low investor requirements. ...more

The Eurozone Sovereign Debt Crisis: Investment Risks and Opportunities

The ongoing Eurozone Sovereign Debt Crisis and changing regulatory environment are forcing many European banks to consider a variety of asset disposition and capital-raising transactions, creating both risks and opportunities...more

Tenth Circuit Holds that "Forced Sellers" Resulting From a Squeeze Out Merger Lack Standing to Assert Claims Under Sections 11 and 12(a)(2) the Securities Act of 1933

In Katz v. Gerardi, No. 10-1407, 2011 WL 3726279 (10th Cir. Aug. 25, 2011), the United States Court of Appeals for the Tenth Circuit affirmed the dismissal of claims alleging violations of Section 11 and Section 12(a)(2) of the Securities Act of 1933 (the “1933 Act”), 15 U.S.C. §§ 77k, 77l(a)(2), against a real estate investment trust (“REIT”). The claims were brought by a former minority unit holder of a REIT who, as part of a “squeeze-out merger” of the REIT with another entity, exchanged his units for cash. The Court held that the merger did not force the plaintiff to purchase new securities, but only to sell his old securities. Because Sections 11 and 12(a)(2) of the 1933 Act provide a private right of action only for purchasers, not sellers, of securities, the Tenth Circuit held that plaintiff lacked standing to assert a claim. The decision confirms that shareholders involved in forced sales resulting from a merger may not bring claims under the Section 11 and 12(a)(2) of the 1933 Act. This action centers around Jack P. Katz (“Katz”), a minority unitholder in a REIT controlled by the majority unitholder, Archstone Smith Trust, a public company. Katz held his interest in the Archstone REIT in the form of “A-1 Units.” The A-1 Units had certain advantages — liquidity rights, dividend rights and tax indemnification — that allegedly made them particularly valuable to Katz. Archstone entered into a merger agreement in which two investors acquired all of Archstone’s outstanding public shares. As part of the merger, Katz was squeezed out of the REIT and had the option of receiving either cash or stock in the newly formed entity in exchange for his shares. Katz opted for cash. Claiming the offering documents associated with the merger contained false and misleading statements or omissions, Katz sued alleging violations of Sections 11 and 12(a)(2) of the 1933 Act. Section 11 of the Securities Act imposes liability on issuers and other signatories of a registration statement that “contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” Similarly, Section 12(a)(2) imposes liability under similar circumstances with respect to prospectuses. The United States District Court for the District of Colorado dismissed Katz’s 1933 Act claims, holding that he was not a purchaser of securities when he opted to sell his shares and therefore lacked standing under the statute. Katz appealed. Please see full article below for more information.more

FDI in Real Estate (With Special Reference to Mauritius)

FDI in Real Estate

Real Estate Sector is and was on Boom. The Following Article will clarify the need, ways and legal complications for FDI in Real Estate in India. Specially Taxation issue with Maritius. WAYS IN WHICH FOREIGN INVESTMENT CAN BE MADE IN REAL ESTATE  FDI by NRI in Indian company engaged in Real Estate Development  FDI by persons resident outside India (e.g. LLP, LLC, Foreign Company, Private Equity Fund) in Indian company engaged in Real Estate Development  FDI in SEZ, Hotels, IT Parks etc.  Portfolio Investment by FIIs and NRI’s in an Indian Listed Companies engaged in Real Estate development.  ECB in Real Estate Sector Applicable and Governing Laws and Regulations  Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations 2000  FDI Policy announced by Department of Industrial Policy and Promotion (DIPP), Ministry of Commerce, Government of India. [Consolidated FDI Policy Circular 1/2010, 1st April]  If investment is through ECB route: Foreign Exchange Management (Borrowing or lending in Foreign Exchange Regulations) 2000  Transfer of Property Act 1882  Indian Registration Act 1908  Indian Urban Land (Ceiling and Regulation) Act 1976  Stamp Acts (Stamp Duty which differs from state to state)  Municipality Laws to get Occupancy certificates Allowed sectors under automatic route for FDI by a Company outside India in Real Estate  Companies from Mauritius (or any other foreign company in any form) are allowed to Invest up to 100% under Automatic Root.  FDI allowed sectors:  Townships  Housing  Built-up Infrastructure and Construction-development projects (e.g. Housing, commercial premises, educational institutions, recreational facilities, city and regional level infrastructure etc.)  Hotels (Eligibility conditions are different)  Tourism (Eligibility conditions are different)  Hospitals (Eligibility conditions are different)  Mass Rapid Transportation system (Eligibility conditions are different except lock-in period)  Resorts  Special Economic Zones (Eligibility conditions are different)  FDI not allowed in Real Estate Business or for Trading in Transferable development Rights other than as mentioned above.more

Foreign Direct Investment In India (Real Estate)

FDI in Real Estate (With Special Reference to Mauritius)

Foreign Direct Investment in India in Real Estate Sector eas and is on boom now. This article throws light upon the Opportunities and Legal Structure for FDI in India in Real Estate Sector with Special Refernce to Taxation and Maritius Route. WAYS IN WHICH FOREIGN INVESTMENT CAN BE MADE IN REAL ESTATE  FDI by NRI in Indian company engaged in Real Estate Development  FDI by persons resident outside India (e.g. LLP, LLC, Foreign Company, Private Equity Fund) in Indian company engaged in Real Estate Development  FDI in SEZ, Hotels, IT Parks etc.  Portfolio Investment by FIIs and NRI’s in an Indian Listed Companies engaged in Real Estate development.  ECB in Real Estate Sector Applicable and Governing Laws and Regulations  Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations 2000  FDI Policy announced by Department of Industrial Policy and Promotion (DIPP), Ministry of Commerce, Government of India. [Consolidated FDI Policy Circular 1/2010, 1st April]  If investment is through ECB route: Foreign Exchange Management (Borrowing or lending in Foreign Exchange Regulations) 2000  Transfer of Property Act 1882  Indian Registration Act 1908  Indian Urban Land (Ceiling and Regulation) Act 1976  Stamp Acts (Stamp Duty which differs from state to state)  Municipality Laws to get Occupancy certificates Allowed sectors under automatic route for FDI by a Company outside India in Real Estate  Companies from Mauritius (or any other foreign company in any form) are allowed to Invest up to 100% under Automatic Root.  FDI allowed sectors:  Townships  Housing  Built-up Infrastructure and Construction-development projects (e.g. Housing, commercial premises, educational institutions, recreational facilities, city and regional level infrastructure etc.)  Hotels (Eligibility conditions are different)  Tourism (Eligibility conditions are different)  Hospitals (Eligibility conditions are different)  Mass Rapid Transportation system (Eligibility conditions are different except lock-in period)  Resorts  Special Economic Zones (Eligibility conditions are different)  FDI not allowed in Real Estate Business or for Trading in Transferable development Rights other than as mentioned above.more

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