Joseph Tagliaferro III has practiced corporate finance and securities law for more than 15 years. He is of counsel in Withers Bergman, LLP, and he works out of the firm’s Los Angeles, Calif., office. Attorney Tagliaferro focuses his practice on the areas of mergers and acquisitions, broker-dealer formation and compliance and asset management, corporate finance, white collar defense, private investment fund formation and compliance, and government and internal investigations. He has acted as corporate, securities and securities regulatory legal counsel in numerous EB-5 deals representing various EB-5 market participants, including EB-5 issuers, developers, FINRA broker-dealers, registered investment advisers, investment banks, regional centers, and/or the project sponsors.
Tagliaferro possesses extensive experience in structuring, drafting, preparing, reviewing and revising a wide range of documents in conjunction with EB-5 projects, such as confidential private placement offering memorandums for both direct and regional center EB-5 projects, Regulation D and Regulation S subscription agreements, foreign finder agreements, purchaser representative questionnaires, Limited Liability Company operating agreements, shareholder agreements, escrow agreements, early release acknowledgements, project loan agreements, construction loan documents, and much more.
He also routinely advises clients involved in EB-5 projects on corporate and securities law issues, financing and lending issues, and regulatory compliance issues which include: securities law exemptions and registration requirements; broker-dealer registration, operation and compliance issues; registered investment adviser registration, operation and compliance issues; rescission rights of investors; financing structures and financing transactional issues; private investment fund structuring issues; real estate and loan securitization issues; and various other matters.
Tagliaferro’s relevant experience further includes serving as an expert witness on securities law matters; defending numerous clients in SEC investigations, FINRA investigations, audits and inquiries, Justice Department prosecutions, and other investigations; acting as special securities counsel on U.S. securities laws to a Swiss asset management firm in Geneva; and more. He has served on Wall Street as a FOREX Trader, and a FINRA Registered Representative (Series 7 & 63 Registered) for Schwab Institutional’s international trading and operations group. He is also an experienced entrepreneur, having started, managed and exited several entrepreneurial businesses over the past 18 years.
An active member of the California State Bar, Tagliaferro graduated from the Southwestern University School of Law with his Juris Doctor, and from Villanova University with his B.S. in Accounting.