Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 80 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Reform Act") was signed on July 21, 2010. Although the Reform Act includes or promises significant future changes to various securities laws and regulations, it includes one immediate change. Upon the Reform Act's effectiveness, one element of the definition of "accredited investor" was changed: The value of the primary residence of an individual or natural person may no longer be counted to satisfy the $1 million net-worth test of an individual accredited investor.
Issuers conducting private offerings of securities to raise capital or to make acquisitions often rely on Regulation D as the exemption from the registration requirements of the federal Securities Act of 1933. Characterization of an investor or a prospective investor in a private offering as an accredited investor can be important for the exemption for, and the time and expense required to conduct, the offering.
An individual or natural person may be an accredited investor, as defined in Regulation D, by satisfying one of two possible tests:
The Reform Act does not change the statement or the text of either test, or address the interpretation of the annual-income test. It provides for an immediate change only in the interpretation or calculation of the net-worth test. By excluding the value of an individual's primary residence, the Reform Act makes it more difficult to satisfy that test.
The Reform Act does not address whether a mortgage or other debt secured by an individual's primary residence is also to be excluded from the net-worth calculation. The staff of the Securities and Exchange Commission, however, has published an interpretation stating that, until addressed in a future rule adopted by the SEC, a mortgage or similar debt should be so excluded to the extent that the mortgage or other debt does not exceed the fair market value of the residence.
These changes apply not only to any future private offering, but also to any private offering now in process (including an offering in which there has been an initial closing). Accordingly, an issuer now conducting a private offering in reliance on Regulation D should at least:
The net-worth test does not itself apply directly to any investor or prospective investor that is not an individual. Nevertheless, issuers should be mindful that the changes in the net-worth test might affect the accredited investor status of an entity deemed accredited only because all of its owners are accredited, if some or all of those owners are individuals.
For more information, please contact Richard A. Tulli in our Dallas office (email@example.com or 214.999.4676), Eric A. Blumrosen in our Houston office (firstname.lastname@example.org or 713.276.5533), or any other member of the Gardere's Securities Team.
The publications contained in this site do not constitute legal advice. Legal advice can only be given with knowledge of the client's specific facts. By putting these publications on our website we do not intend to create a lawyer-client relationship with the user. Materials may not reflect the most current legal developments, verdicts or settlements. This information should in no way be taken as an indication of future results.
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