Corporate Structuring and Fundraising for Single Purpose Vehicles

(139 Ratings)

Produced on: January 25, 2017

Course Format On Demand Audio

Taught by

Categories:

Course Description

Time 92 minutes
Difficulty Advanced

What do securities syndications and fundraising for real estate, restaurant ventures, film ventures, theme parks and a variety other project finance opportunities have in common?

The answer is simply the often overlooked and misunderstood “SPV.” Essentially, the SPV or “Single Purpose Vehicle” is an entity that is structured to take in investor monies towards funding a singular dedicated project or opportunity. Indeed, a great majority of real estate finance projects, and a variety of other project finance opportunities essential to the U.S. economy, are at least partly funded by SPVs. Furthermore, with the advent of crowdfunding and “general solicitation” under the JOBS Act, the SPV’s role in financing a variety of projects and operating companies cannot be overstated.

This program focuses on structuring SPVs to undertake capital raising by and through the sale of private securities, across a variety of industry verticals, including but not limited to real estate. In addition, the program discusses private offerings in general and the typical terms and conditions that apply to such offerings in and around the SPV universe. Unlike the many primer discussions of capital raising and securities focused on corporate startups, this program examines the fundamentals of structuring and offering of securities in an entity that is dedicated to a singular project (or singular outcome).

Hence, considerations that are not typically present in the capitalization of going concerns (e.g., Google), such as waterfalls, management performance fees, asset management fees, investor performance metrics and compensation structures, and a variety of other terms and issues unique to this context are covered in detail.

This course, presented by Kaiser Wahab, partner in the law firm of Riveles Wahab LLP, which is dedicated to private securities offerings in the hedge fund, private equity, and early-stage/venture-capital spaces, is designed to arm the practitioner with the vocabulary, skill set, and overall understanding of what makes these companies unique and powerful in the capital raising landscape (especially in contrast to “price rounds” for going business concerns, such as a so-called “Series A”).

Learning Objectives: 

  1. Learn how to identify those instances where the SPV approach or structure is warranted and/or preferred
  2. Identify usage scenarios for SPVs that are not immediately apparent, including as a “feeder” for an ongoing business concern or a separately syndicated opportunity
  3. Recognize best practices as to entity structure and SPVs, including entity selection, typical entity charter documents, agreements, etc.
  4. Understand the role of various players in the SPV transaction pipeline, including but not limited to promoters, managers, investors, placement agents, etc.
  5. Grasp common compensation and return structures from both the investor and promoter/manager perspective, including but not limited to waterfalls, performance fees, asset management fees, and variations thereon, including catch ups, clawbacks, etc.
  6. Explore how equity classes can be used in SPVs
  7. Comprehend the interplay of the private placement of securities, under applicable private securities regulations, with SPVs, including but not limited to Regulation D-Rule 506C, Regulation CF, etc.

Faculty

Kaiser Wahab

Riveles Wahab LLP

Kaiser represents startup ventures to Fortune 500 companies on the range of corporate, venture capital, contract, and intellectual property issues that confront businesses. Beginning his career with Pryor Cashman, Sherman & Flynn LLP, he later joined Day Pitney LLP, where he handled licensing, trademark, copyright, and contractual issues for companies such as Microsoft and UTC. He also clerked at the United States Court of International Trade, where he handled multibillion dollar anti-dumping claims involving importation of technology-related goods.

Kaiser counsels his clients on corporate structuring and securities law, including venture and investor agreements/transactions, formation, and equity incentive plans. He also negotiates and drafts a variety of agreements, including those related to technology, media, outsourcing, licensing, e-commerce, advertising, user relationships and other scenarios. Finally, he regularly negotiates cloud computing and other technology services arrangements, advises on privacy and data security, and structures venture capital and investor rounds for early stage technology, media, and film/TV ventures.

He firmly believes that a commitment to academia is critical to providing better client service and expanding his knowledge base. He frequently teaches continuing legal education seminars to other practitioners, including through Lawline.com and the New York County Lawyers’ Association (NYCLA). At NYCLA he served as the chair of the Corporate Law Committee, where he was dedicated to providing access to other knowledgeable practitioners in the realm of corporate governance, litigation, and technology via monthly seminars. He is also an adjunct professor at Columbia University and adjunct faculty at New York University on the subjects of media venture capital and media contracts.

Kaiser has been published in Mashable, the New York Enterprise Report, and the Cardozo Arts & Entertainment Law Journal. He has been invited to speak at South by Southwest, the Distributed Computing Industry Association, Wikimania at Harvard Law School, Columbia University, Widener Law School, the School of Visual Arts, New York Law School, and other venues on law, policy, technology, and other topics.

Outside of his legal and academic pursuits, Kaiser is strongly committed to public service. He served on the Board of the Cornell Asian Alumni Association where he worked to leverage Cornell’s infrastructure for community events (including an annual banquet to fund student scholarships) and events geared towards entrepreneurial learning. He also sits on the advisory board for Heart Gallery NYC, a nonprofit organization devoted to placing foster children with families. Kaiser has provided pro bono legal services throughout his career, including to high-profile online and social media driven ventures as a participant in Harvard Berkman Center’s Online Media Legal Network.

Reviews

JB
John B.

great overview. well presented.

JK
JASON K.

Extremely good content.

SS
Susan S.

One of the best seminars I've ever seen.

PK
Paul K.

very well presented

EM
Evelyn M.

Excellent presentation. Speaker was clearly knowledgeable and engaging.

BH
Bethanne H.

Written materials are very good.

JN
Josh N.

Very Informative kept my interest

BN
Brian N.

Covered an amazing amount of material, thank you

DS
Dennis S.

Very good presentation by a talented professional.

AL
Andrew L.

Great presenter - feels more like a conversation than a lecture.

JB
Julie A. B.

Affable speaker in a gripping, first-rate program that also delivers practical, convenient supplemental material.

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$89

$ 89 Business, Corporate, & Securities Law In Stock

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