United States: Standards And Guidelines For Redeployment Of EB-5 Investment Funds

Last Updated: August 4 2017
Article by Catherine DeBono Holmes

The white paper below was updated on July 24, 2017. It first appeared in the Investment Law Blog on February 21, 2017.

Now that the USCIS has released amendments to its Policy Manual regarding the required "sustainment period" for EB-5 investors to retain their investments "at risk", the authors of this updated White Paper have revised our original standards and guidelines for redeployment of EB-5 investment capital issued in February 2017 to reflect the new policies adopted by the USCIS on redeployment. We believe that the guidelines provided in this updated White Paper should meet the "sustainment" requirements established by USCIS in its amended Policy Manual, and should also meet the requirements of federal securities laws and the fiduciary duties of the general partner or manager of each new commercial enterprise when making a decision to redeploy their investment capital in a new investment.

— Catherine DeBono Holmes

STANDARDS AND GUIDELINES FOR
REDEPLOYMENT OF EB-5 INVESTMENT FUNDS

A White Paper prepared by:

Klasko Immigration Law Partners, LLP
Arnstein & Lehr LLP
Jeffer Mangels Butler & Mitchell LLP

This White Paper sets forth a legal framework for establishing the standards and guidelines for redeployment of investment funds by a "new commercial enterprise" ("NCE") received from investors ("EB-5 Investors") seeking to qualify for visas pursuant to the EB-5 Immigrant Investor Program under Section 203(b)(5) of the Immigration and Nationality Act ("INA"), (8 U.S.C. § 1153(b)(5)) (the "EB-5 Program"). This White Paper assumes that the initial investment was made by the NCE in a "job creating entity" ("JCE"), the investment funds have been utilized by the JCE in accordance with a business plan approved by United States Citizenship and Immigration Services ("USCIS") and then repaid by the JCE to the NCE after the requisite 10 jobs per EB-5 Investor have been created. Here we conclude that a redeployment by the NCE that meets the guidelines described in this White Paper would reflect industry best practices for compliance with USCIS policy, securities laws and fiduciary duties of the general partner or manager of the NCE.

Reasons Why Redeployment of EB-5 Investment Funds Has Become Necessary

The EB-5 industry has dramatically changed over the past few years, due to the substantial increase in EB-5 Investors applying for EB-5 immigrant visas, particularly from the Peoples Republic of China. The EB-5 Program limits the number of visas that are issued each fiscal year to alien investors and their spouse and qualifying children to a maximum of approximately 10,000. In the event that the number of applicants exceeds the maximum available visas, the Visa Control and Reporting Division ("Visa Control Division") of the U.S. Department of State will limit the number of applicants from each country to an aggregate maximum of 7% of the total number of EB-5 immigrant visas available each fiscal year (the "Visa Cap"). Until fiscal year 2015, the annual worldwide quota was not reached. Meanwhile, since approximately 2010, applicants born in Mainland China have exceeded 80% of the total number of applicants. In fiscal year 2015, the Visa Control Division announced that the annual worldwide quota would be reached, and that it was therefore imposing a "cut-off date" for applicants born in China, as a result of which an applicant receiving an approval of his or her I-526 Immigrant Petition by Alien Entrepreneur ("I-526 Petition") cannot move forward in the process toward conditional permanent residence (whether through immigrant visa processing or adjustment of status) until the applicant's "priority date" (the date the I-526 Petition was filed) is earlier than the published cut-off date. As of the July 2017 Visa Bulletin issued by the Visa Control Office, the "cut-off date" for EB-5 Investors born in Mainland China is June 8, 2014. It is anticipated that the "cut-off date" will move forward slowly for the foreseeable future. As a result, for EB-5 Investors born in Mainland China (unless they will be accompanied in the immigration process by a spouse born other than in Mainland China), delays in the processing for immigrant visa or adjustment of status application will occur. It has been estimated that, due to the number of applications filed by EB-5 Investors from Mainland China, those EB-5 Investors may be delayed by up to 10 years from the date of filing their I-526 Petitions before they are able to commence their two-year period of conditional residence (which includes approximately 24 months for adjudication of the I-526 Petition, followed by a waiting period of approximately 7 years before the investor receives an immigrant visa or adjustment of status, and approximately 6 months before the investor enters the U.S. to commence the period of conditional residence.

Under current policies of USCIS, as recently updated by its Policy Manual dated June 14, 2017 (the "Policy Manual"), every EB-5 Investor is required to retain his or her investment capital "at risk" in the NCE until such time as that EB-5 Investor has been in the U.S. for 2 years in conditional resident status, commencing on the date the EB-5 investor entered the U.S. or obtained a change of status if the investor was already in the U.S. under a different visa (the "Sustainment Period"). Due to the EB-5 quota backlog for Mainland China, those EB-5 Investors are required to retain their capital "at risk" in the NCE for a period that could reach or exceed 12 years, taking into account the estimated 10 year waiting period to commence conditional residence status plus the 2 year period of conditional resident status. Since the vast majority of EB-5 projects are structured such that the NCE makes a loan to the JCE with a five year term to maturity, a proper redeployment strategy is necessary for most NCEs in order to continue to meet the "at risk" requirement following the date that the JCE repays the original loan to the NCE until the date that EB-5 investors have completed their Sustainment Period. Even for those investors not from Mainland China, it is possible that their investment capital will need to be redeployed before they satisfy the Sustainment Period, especially since loans can be repaid after the required jobs have been created, even before the loan maturity date, necessitating a redeployment strategy even for such non-Mainland China investors.

Laws and Policy Governing Sustainment of an EB-5 Investment "At Risk"

The requirement that the investment be "at risk" appears in 8 C.F.R. § 204.6(j)(2). That regulation requires the investment be placed "at risk for the purpose of generating a return on the capital placed at risk."

The precedent decision, Matter of Izummi, 22 I&N Dec.169 (1998), amplifies the "at risk" requirement by prohibiting guaranteed returns of or on the invested capital and unconditional, contractual promises of repayment.

Taken together, the law (regulations and precedent decisions) prevents the redeployment of invested funds into any investment vehicle that provides guaranteed returns and no chance for gain or loss, including accounts or securities with federal government guarantees.

USCIS amended its Policy Manual on June 14, 2017 to clarify various policy issues regarding the requirement of an investor to sustain the investment. The three major clarifications are as follows:

  1. After the Sustainment Period concludes, even though the I-829 petition to remove conditions has not been adjudicated, investor capital can be returned. For Chinese nationals, this could mean a Sustainment Period of up to 10 to 12 years from the date of initial filing of the I-526 petition.
  2. During the entire Sustainment Period, the investment by the investor must be sustained "at risk". The Policy Guidelines set forth new defined standards to meet the "at risk" requirements, including in a manner related to "engagement in commerce" and "within the scope of the new commercial enterprise's business."
  3. The investment amount can be redeployed by the NCE before or after completion of necessary job creation in the original job creating enterprise, and must be redeployed within a reasonable period of time following repayment of the original investment.

USCIS did not adopt, for purposes of redeployment, the definition of "at risk" that it had previously utilized – – chance of gain or risk of loss. Rather, for redeployment of funds to meet the "at risk" requirement, USCIS stated that the funds must be redeployed in a manner "related to engagement in commerce." Although this requirement is nowhere defined in any immigration statute, regulation or policy memo, USCIS explained that engagement in commerce is "the exchange of goods or services".

Federal law defines "engaged in commerce" within the realms of labor law, antitrust law and trademark law, in a very broad manner. The term seems to be used most broadly in labor law. For example, Title 29 of the Code of Federal Regulations Section 1620 states with respect to the use of the term "engaged in commerce" under the Fair Labor Standards Act ("FLSA") and the Equal Pay Act ("EPA") that:

"Like the FLSA, the EPA applies to employees "engaged in commerce." 'Commerce' is broadly defined in section 3(b) of the FLSA. It includes both interstate and foreign commerce and is not limited to transportation across State lines, or to activity of a commercial character. All parts of the movement among the several States, or between any State and any place outside thereof, of persons or things, tangibles or intangibles, including communication of information and intelligence, constitute movement in "commerce" within the statutory definition."

Because of the breadth of the meaning of the phrase "engaged in commerce" under existing federal law, it is difficult to determine what is meant by this phrase in the USCIS Policy Manual.

The requirement that the redeployment be "within the scope of the NCE's business" seems a bit clearer due to the examples provided by USCIS in the Policy Manual. Specifically the USCIS gives one example of an NCE that makes an initial investment in a construction loan for a multi-family property, and states that the NCE may make reinvestments in one or more similar loans. In addition, the USCIS states that an NCE may invest in new issue municipal bonds for infrastructure if those investments are within the scope of the NCE's business.

In both examples provided by the USCIS, there seems to be a requirement that the NCE's partnership agreement or operating agreement authorizes the NCE to make an investment or reinvestment that is similar in some respect to the reinvestment made by the NCE. However, since the reinvestment requirements do not include job creation unless the job creation requirements were not met by the original investment, we do not believe that the regulations would require that the reinvestment be in the same industry or geographic location as the NCE's original investment.. According to USCIS policies, even in the case where the job creation requirements were not met by the original investment, as long as the investor has obtained conditional resident status, a redeployment that was deemed to be a material change would not adversely affect the investor.

There are many remaining questions regarding how USCIS would determine that a reinvestment is within the scope of the NCE's business, but in general it seems likely that a redeployment of proceeds from the NCE's original investment into any form of investment that is authorized in the NCE's partnership agreement or operating agreement should meet the requirement that the reinvestment be within the scope of the NCE's business.

Since the Policy Manual makes it clear that once the job requirement has been satisfied, that condition should no longer apply to the redeployment requirements, a loan or redeployment of capital to completed projects or established businesses that do not involve the creation of new jobs should be permissible. That would seem to permit reinvestments in existing, cash flowing businesses, which would reduce the risks of reinvestment to the investors, as compared to a reinvestment into another development deal.

The Policy Manual also requires that the redeployment take place "within a commercially reasonable time." Presumably, there is no specific amount of time from the repayment of the initial loan or investment by the NCE in the JCE until the redeployment of the investment funds by the NCE, but this statement from USCIS makes it incumbent upon managers of NCEs to have a redeployment project or strategy in place in advance, so as not to run afoul of the timeliness requirement.

Finally, USCIS has helpfully clarified that redeployment does not engender a material change as long as the redeployment occurs after the necessary job creation in the original JCE has occurred. Even if redeployment occurs before job creation, there is no material change if it occurs after the investor has commenced the Sustainment Period. The only time that material change should be an issue on redeployment is if it occurs before job creation and before the investor has commenced the Sustainment Period.

Securities Law Requirements and Fiduciary Duties in Connection with Redeployment

Any reinvestment by an NCE must also meet federal and state securities law requirements, and the manager or general partner of the NCE must satisfy its fiduciary requirements to the investors when making a reinvestment decision on behalf of the NCE. Whereas the original investment made by an NCE is fully disclosed to every EB-5 investor in the NCE's offering documents, the specific reinvestment that the NCE would make upon a repayment of the original investment is usually not described in the NCE's offering documents. This is in large part due to the fact that it is prudent for NCEs to retain some flexibility in order to comply with changes in USCIS policies regarding what is necessary to comply with EB-5 program requirements.

In certain cases, especially in more recently prepared offering documents, there are disclosures of alternative redeployment loans and/or investments with the same developer and/or involving the same project, such as the refinancing of senior debt or the funding of expansion activities. Where these disclosures are made, the NCE should reinvest in accordance with the disclosure in the offering documents, unless there is a strong reason not to do so, in which event, the NCE may be required to obtain the consent of the investors before making a different reinvestment decision. However, where there is no disclosure as to what the NCE would reinvest in following the original investment, the general partner or manager of the NCE faces several issues under federal and state securities laws, as well as general standards of fiduciary duty in connection with a reinvestment decision. These issues are summarized below.

Since most NCEs do not specifically identify the type of reinvestment that will be made upon a reinvestment of proceeds from the original investment, there is an issue regarding whether or not further consent of investors is required for the reinvestment under federal or state securities laws. If the governing documents of an NCE permit reinvestment in another qualifying investment selected by the manager or general partner, and the offering documents specifically disclose that investors will not have the right to consent to the reinvestment, this should be sufficient for securities law purposes. However, investors may still claim that the level of disclosure regarding the reinvestment was not sufficient, or that the manager or general partner did not fully disclose conflicts of interest in connection with the reinvestment decision. Although it is theoretically possible to seek consent of investors to the reinvestment selected by the NCE manager or general partner to avoid this risk, as a practical matter, obtaining affirmative consent (usually by majority vote of investors) may be difficult or time consuming.

Securities law concerns also arise for the general partner or manager of an NCE in determining whether that reinvestment decision requires the general partner or manager to be a registered investment adviser ("RIA") under federal or state securities laws. There is some question whether making a one-time reinvestment decision for an NCE would constitute the conduct of an investment advisory business, but there is no specific authority under federal or state securities laws that definitely answers this question. This means that the general partner or manager of an NCE will be undertaking an additional risk by making a reinvestment decision on behalf of an NCE.

In addition, the general partner or manager of an NCE has a fiduciary duty to investors in the NCE to select a reinvestment option that will balance meeting the "at risk" requirements, yet protecting the interests of the investors in receiving a return of their capital contributions after the Sustainment Period. This requires that the general partner or manager reasonably consider several reinvestment options available at the time of the reinvestment, taking into account the above-referenced factors. Such decisions may involve conflicts of interest on the part of the general partner or manager to the extent that the general partner or manager would obtain higher compensation for itself, the regional center and potentially migration agents and brokers by investing in riskier products that may produce a higher rate of return to these third parties, but not to the investors in the NCE.

To mitigate the risk of securities law violations or fiduciary duty claims, it is recommended that the NCE general partner or manager consider engaging an independent RIA to evaluate the reinvestment options available to the NCE, determine the advantages and disadvantages of each reinvestment option, and recommend a reinvestment option to the NCE that is most suitable for the NCE's investors. However, such decisions may involve conflicts of interest on the part of the general partner or manager, and there is always the risk that investors will claim that the general partner or manager violated its fiduciary duty in selecting the reinvestment made for the NCE.

Investment Transparency in Connection with Reinvestment

Another key element for the protection of the Investors in an NCE is safeguarding funds and providing transparency of fund administration to investors. This is important in connection with the initial investment decision, and equally important in connection with a reinvestment due to the timing differences in payments that will be made by the NCE during the reinvestment period as investors become eligible for return of their capital on different dates. Therefore, it is advisable for NCEs to engage a third party fund administrator to track all NCE payments from the reinvestment and to investors to insure that the investors' timing needs and concerns regarding appropriate payments are properly managed.

Suggested Guidelines for Reinvestment

Based on the new Policy Manual policy provisions, and in consideration of immigration laws, securities laws, and applicable fiduciary duties, we recommend that every redeployment by an NCE following repayment of the initial investment should meet the following guidelines:

  1. The investors should be advised in advance of the reinvestment how their investment funds will be redeployed, in a written document that details the reasons why the specific reinvestment was selected, what steps were taken to analyze the investment, including review by an independent RIA, how the reinvestment will impact the investors' repayment of their capital when they become eligible for repayment under current USCIS policies, and how the investors' funds will be monitored and protected during the reinvestment period. This communication could take into account the following factors:
    1. A detailed description of the new investment or portfolio of investment products that is being undertaken;
    2. The attendant risks factor associated with the redeployment;
    3. An independent report by an RIA analyzing the appropriateness of the investment;
    4. An analysis of the procedures considered in making the investment decision (including whether investor consent is required or otherwise being sought); and
    5. An immigration analysis of the appropriateness of the investment to satisfy the "at risk" requirement.
  2. The NCE manager or general partner should seek to make a reinvestment in an investment that is "within the scope of the NCEs business" in accordance with USCIS policies, and that provides the lowest level of risk possible to investors based upon the reinvestment options available to the NCE at the time and that are consistent with the requirement that the redeployed funds are in a project "engaged in commerce";
  3. Under current guidelines, it appears that USCIS may not approve a redeployment in a bank account or a marketable securities account, because those types of investments would likely not be considered to be "within the scope of the NCE's business", but USCIS may approve a redeployment in a loan or investment, or pool of loans or investments, similar to the types of loans or investments described in the NCE's original offering documents;
  4. The NCE manager or general partner should seek a reinvestment option that will permit the NCE to return capital contributions to investors at varying intervals as investors fulfill the Sustainment Period requirement, and will accommodate the need for earlier repayment of non-Chinese investors and a longer reinvestment period for Chinese investors due to the anticipated delay in their ability to meet the Sustainment Period;
  5. The NCE manager or general partner should engage an independent RIA to review the reinvestment options with the general partner or manager and assess the advantages and disadvantages of each reinvestment option, with a view towards protecting the capital of the investors;
  6. The NCE should engage a third party fund administrator to provide fund tracking and transparency to investors during the reinvestment period;
  7. Existing NCEs should review their existing partnership or operating agreement to determine the requirements that will apply to a reinvestment of the proceeds of repayment of the NCE's original investment; and
  8. New NCE's should modify their offering documents to take into account all of the above possibilities in addressing the ambiguities of the Policy Guidelines.

Conclusion

We believe that the standards and guidelines proposed in this White Paper should meet the USCIS requirements of sustaining the NCE's capital "at risk" from an immigration standpoint. These standards should also satisfy the requirements of federal securities laws and the corporate fiduciary duties of the general partner or manager of an NCE to the EB-5 Investors, by hiring qualified third parties to manage the NCE's investment, custody the investment and administer the funds to be paid to EB-5 Investors as the investment is liquidated to repay each EB-5 Investor upon conclusion of the required Sustainment Period.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Catherine DeBono Holmes
Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions