Who does what

Securities attorney

Also called securities counsel, securities lawyer.

A securities attorney is the lawyer who works on the EB-5 offering rather than the immigration petition, meaning the private placement memorandum, the subscription and operating agreements, and the exemption that lets the interests be sold without registration under section 5 of the Securities Act of 1933.

What it decides

A pooled EB-5 interest is almost always a security. SEC v. W. J. Howey Co., 328 U.S. 293 (1946), treats money put into a common enterprise with profits expected from the efforts of others as an investment contract, and a limited partner or a non-managing member of a new commercial enterprise is exactly that. So the offering must be registered or exempt under 15 U.S.C. 77e. Most EB-5 deals rely on Rule 506 of Regulation D, 17 CFR 230.506, together with Regulation S, 17 CFR 230.901 and following, for sales that occur outside the United States, and 8 U.S.C. 1153(b)(5)(I)(i)(II) confirms that a regional center or a party associated with one is not precluded from selling under Regulation S. A standalone investor who genuinely runs the business may not be buying a security at all. Immigration counsel tests whether the petition qualifies, not whether the deal terms are sound, and most investors retain one lawyer and never learn the second role exists.

Governed by SEC v. W. J. Howey Co., 328 U.S. 293, test stated at 298 to 299 (decided 27 May 1946), in the Library of Congress copy of the United States Reports; 15 U.S.C. 77e; 17 CFR 230.506 and 17 CFR 230.901; 8 U.S.C. 1153(b)(5)(I)(i)(II). Securities attorney is an industry role, not a term defined in the EB-5 statute, the regulations or the Policy Manual, and no government page defines it.

Where this is explained properly

Pages here that go into securities attorney rather than mentioning it.

Related terms

Immigration attorneyAn immigration attorney is the lawyer who prepares an EB-5 investor's petitions and enters an appearance before USCIS on Form G-28, a role 8 CFR 103.2(a)(3) reserves to an attorney licensed in a US state, an attorney licensed abroad acting in matters outside the United States, or a representative accredited by the Board of Immigration Appeals.
Securities and Exchange CommissionThe Securities and Exchange Commission is the five member federal agency established by 15 U.S.C. 78d that enforces the federal securities laws over EB-5 offerings alongside USCIS and independently of it, and neither its rules nor its silence amounts to approval of any offering.
Private placement memorandumA private placement memorandum is the disclosure document an EB-5 issuer gives an investor before subscription, setting out the deal terms, the people behind it, the fees taken out of the money and the ways the money can be lost, and since 2022 a regional center must file it with USCIS along with the rest of its offering documents.
Regulation D and Rule 506Regulation D is the Securities Act rule set whose Rule 506 lets an EB-5 issuer sell interests in the new commercial enterprise without registering them with the SEC, on conditions that fix who may buy, whether the deal may be advertised, and what the issuer must tell a purchaser who is not accredited.
Subscription agreementA subscription agreement is the contract by which an investor buys an interest in the new commercial enterprise, carrying the price, the investor's representations, the closing conditions and, where the offering uses one, the terms on which money leaves escrow.

Checked against primary sources on 10 August 2026. Back to the glossary