Rimon

Debbie A. Klis

Partner

Securities and Capital Markets, Fund Formation, Regulatory, Compliance & Corporate Governance
San Francisco, Washington, D.C.

EDUCATION

Georgetown University

L.LM., Taxation

Golden Gate University

J.D., Dean's List, Law Review, Vice President of the Public Interest Law Foundation

Santa Clara University

B.S., Dean's List

PREVIOUS EXPERIENCE

  • Polsinelli (Shareholder)
  • Ballard Spahr LLP
  • Deloitte Tax
  • Greenberg Traurig, LLP

    ADMISSIONS

  • District of Columbia
  • State of California
  • U.S. Court of Appeals for the Ninth Circuit
  • U.S. District Court for the Northern District of California

    Languages

  • English

Debbie Klis brings substantial investment fund, securities and capital markets experience with a particular emphasis on private equity and advising investment firms and equity sponsors on all aspects of their business including the formation, marketing and management of investment products, the launching of new business lines, and strategic investments and transactions, as well as the related operational, legal and regulatory issues.

Debbie works with sponsors on SPAC (special purposes acquisition company) IPOs and related transactions in multiple capacities since 2008, including de-SPAC-ing transactions, exits to SPACs, formation of sponsor entities, sponsor entity private offerings and structuring investments into third-party sponsors. Debbie’s extensive securities experience includes securities offerings, SEC reporting, and NASDAQ & NYSE listings and compliance. She also has experience with financial products, crowdfunding, domestic and international joint ventures, global equity offerings, where she represents placement agents, issuers, broker-dealers, public and private companies, investment banks, financial institutions, private funds, and investment advisers.

Debbie’s investment fund experience includes private equity funds, venture capital funds, complex partnership reorganizations, domestic and offshore hedge funds, real estate investment funds, qualified opportunity funds and large master-feeder structures. Debbie also represents private funds, investment advisers and other clients in connection with impact investing including establishing ESG investment policies.  In addition to Debbie’s traditional legal work, she represents the African Women Council, Inc., a U.S.-based firm that facilitates investment into the Democratic Republic of the Congo, on a pro bono, basis since 2011.

Representative Matters

Special Purpose Acquisition Companies (SPAC)

  • Representation of Pono Capital Corporation, a Japan-based, technology industry SPAC, in connection with its public listing
  • Representation of Canna-Global Acquisition Corp. as sponsor in the formation of a $200 million SPAC focused on the cannabis industry
  • Representation of India Globalization Capital, Inc., a SPAC, in its acquisition of 100% of the equity interests of H&F Ironman Limited, a Hong Kong Company
  • Representation of a Malaysia-based sponsor in the formation of two SPACs focused on the e-commerce industry in China and Southeast Asia
  • Representation of Golden Ventures Acquisition Corp, a Singapore-based sponsor, in the formation and listing of two SPACs focused on technology in Southeast Asia
  • Representation of Energem Corp, a renewable energy-focused SPAC
  • Representation of WODA Corp. as sponsor in the formation of a SPAC focused on the fashion industry
  • Representation of the sponsor in the formation of a SPAC focused on the aeronautics industry.
  • Representation of Broad Capital Acquisition Corp., a Texas-based SPAC focused drone technology, in connection with its IPO

Venture Capital, Private Equity, Hedge, and other Investment Funds

  • Represented Boston investment bank in the formation of two multi-national multi-tiered master-feeder hedge fund structures in compliance with the Investment Advisers Act, Investment Company Act, Securities Act, Securities Exchange Act, CFTC rules and other regulatory requirements
  • Representation of a Cayman Islands hedge fund with a global offering in connection with the acquisition and rehabilitation of unsecured debt and off-balance-sheet financing
  • Representation of investment adviser groups on implementing socially responsible investment regimes and ESG
  • Representation of a hemp fund in connection with its formation and ongoing securities compliance
  • Representation of a venture capital firm in connection with a reorganization and the creation of an equity and profits interest plan
  • Representation of a venture capital fund that purchases and renovates empty lots and single-family homes in emerging neighborhoods in connection with its securities compliance and filings
  • Representation of a venture capital fund with a fresh approach making micro investments in student-run start-up businesses primarily associated with prominent Southern California universities, in connection with its corporate and securities matters
  • Representation of an emerging markets hedge fund in connection with securities matters
  • Representation of OC4 Ventures Capital Management I and II in Orange County’s tech corridor
  • Representation of dozens of investment funds in connection with securities, tax and corporate reorganization advice
  • Representation of offshore investment funds in connection with securities advice
  • Representation of numerous institutions, pension funds, and family offices in their investments into hedge funds, private equity, and venture capital funds and fund of funds
  • Representation of dozens of hedge funds in connection with their formation, launch and ongoing securities compliance and investment advisory advice
  • Representing numerous institutional investors and family offices in structuring and negotiating captive funds, separately managed accounts and co-investments

Real Estate Funds and Joint Ventures

  • Representation of dozens of real estate company sponsors on the formation of an open-ended real estate funds with taxable and tax-exempt investors and foreign investors through leveraged blocker structures
  • Representation of a developer in its real estate private equity fund to develop the first ever JW Marriott and Condominiums
  • Representation of a top real estate developer fund a $40 million loan to fund renovation and re-leasing of a commercial building in New York to convert it from Class B to Class A
  • Representation of a Hong Kong-based investment group, in connection with a minority equity investment of $85 million in senior living multi-asset investment fund
  • Representation of the U.S. subsidiary of a China-based real estate developer in connection with multiple syndications, secondary transactions and fund reinvestments in San Jose, Seattle, NY, and SF valued at $1+ billion
  • Representation of a developer in its real estate private equity fund to develop a Wyndham Grand in Clearwater Beach
  • Representation of a Pennsylvania Real Estate Investment Trust (PREIT) (NYSE: PEI) in connection with securities and project financing for $1.5 billion project
  • Represented Macerich (NYSE: MAC) in connection with securities and project financing for Fashion District Philadelphia, the largest cohesive retail project in downtown Philadelphia Spanning three city blocks and approximately 900,000 square feet of space
  • Representation of a developer in its real estate private equity fund Wyndham Grand Clearwater Beach Clearwater Osteopathic Medical College
  • Representation of a top real estate team in Western Michigan on the formation and launch of a $50 million real estate fund
  • Representation of a real estate developer in connection with a securities offering for a townhome development project near Seattle
  • Representation of a residential building company in connection with corporate, securities, and EB-5 compliance matters
  • Representation of Fortified Property Group, an investment fund focused on industrial real estate, in connection with its formation
  • Representation of a real estate developer in connection with securities advice related to the group’s development of a mixed-use property in LA’s Chinatown
  • Representation of Blue Pointe Equities, a real estate investment fund, in connection with ongoing securities compliance

Corporate and General Counsel Representations

  • Representation of NextEra Energy Resources (NYSE: NEE), the largest renewable energy company in the United States, in connection with fundraising related to their development of wind farms and other renewable energy projects across the west coast
  • Representation of a mortgage lender as outside general counsel
  • Representation of a top health company regarding its global investment platform in the asset management in offshore funds
  • Representation of multiple issuers and broker-dealer in crowdfunding campaigns
  • Representation of a U.S. pharma company in multiple international joint ventures
  • Representation of a cybersecurity firm in connection with M&A and tax reorganization matters
  • Representation of a cybersecurity firm in connection with securities work related to the addition of a new investor and the acquisition of a company
  • Representation of a healthcare startup in connection with a crowdfunding campaign to raise its Series B round

Qualified Opportunity Zone Funds

  • Representation of The Pearl Fund Limited Partnership, the first venture capital Opportunity Zone fund, in its formation and provide ongoing advice in connection with M&A, securities compliance, investment, and tax matters
  • Representation of a cybersecurity firm in connection with its purchase, via an SPV and Qualified Opportunity Fund, of a building in southern California
  • Representation of multiple joint ventures that converts hotels to workforce housing in Qualified Opportunity Zones, in connection with securities and OZ compliance
  • Representation of numerous high-net-worth individuals in connection with the formation of Qualified Opportunity Funds following major liquidity events
  • Representation of a battery developer and manufacturer in connection with fundraising, securities offerings, and the setup of a Qualified Opportunity Fund
  • Representation of a Qualified Opportunity Zone Fund focused on housing in connection with securities and QOZ compliance and offering advice
  • Representation of a Qualified Opportunity Fund focused on housing in connection with the sale of two residential properties and the investment of the proceeds into new properties

PUBLICATIONS

  • SEC Chairman Gensler Reveals Main Components of his Agenda: 10b5 Plans, SPACs and DEPS, Rimon IM Report, Sep. 14, 2021
  • Chinese Companies Listed on US Exchanges Must Disclose Potential Risk Associated with Potential Government Interference According to an SEC Official, Rimon IM Report, Jul. 27, 2021
  • Alert to Broker-Dealers and Hedge Funds: SEC Charges Broker-Dealer with Naked Short-Selling Violations, Rimon IM Report, May 28, 2021
  • Latest News on ESG Regulations and Investing, Rimon IM Report, May 11, 2021
  • SEC Statement on Accounting for Warrants in SPAC IPOs is Causing Some Hands to Wring, Rimon IM Report, Apr. 15, 2021
  • IRS Guidance Provides Flexibility for Disaster-Related Extension of OZ Working Capital Safe Harbor, Rimon IM Report, Apr. 13, 2021
  • New York’s Legislative Solution for LIBOR Adopted, Rimon IM Report, Apr. 8, 2021
  • SEC Announces Enforcement Task Force Focused on Climate and ESG Issues, Rimon IM Report, Mar. 10, 2021
  • New IBOR Fallbacks Take Effect for Derivatives, Rimon IM Report, Mar. 1, 2021
  • Bi-Partisan Legislation Introduced to Extend OZ Investment Period to 2028, Rimon IM Report, Feb. 21, 2021
  • Taxation of Carried Interests is Reignited by Recent Congressional Bill, Rimon IM Report, Feb. 17, 2021
  • IRS Notice Extends Several Opportunity Zone Investment Deadlines, Rimon IM Report, Jan. 20, 2021
  • 2020 in the Rear-View Mirror: Key Takeaways Applicable to Private Investment Funds and Private Offerings, Rimon IM Report, Jan. 8, 2021
  • EB-5 Regional Center Program Extended Through June 30, 2021, Rimon IM Report, Dec. 22, 2020
  • SEC Charges Public Company for Misleading COVID-19 Disclosures, Rimon IM Report, Dec. 5, 2020
  • Welcome News in Financial Circles: LIBOR Termination Extended Briefly, Rimon IM Report, Dec. 2, 2020
  • Let the Fundraising Begin: SEC Harmonizes Private Offering Regime, Family Wealth Report, Nov. 13, 2020
  • Emerging ESG Compliance Obligations For Private Funds, Law 360, Oct. 19, 2020
  • LIBOR Transition Developments: Fallback Supplement and Protocol to be Released October 23, 2020, Rimon IM Report, Oct. 14, 2020
  • September 30, 2020’s LIBOR Hardwired Transition Date Has Arrived, Rimon IM Report, Sept 30, 2020
  • SEC Expands Pool of Eligible Private Offering Participants, Rimon IM Report, Sept 16, 2020
  • New ESG-Related Regulatory Obligations for Private Funds, rimonlaw.com, Sept. 23, 2020
  • USCIS Issues Clarifying Guidance for Redeployment of EB-5 Capital, rimonlaw.com, July 30, 2020
  • Increase in Sophistication of Ransomware Attacks on SEC Registrants, Rimon IM Report, July 21, 2020
  • ARRC Releases Fallback Language for the LIBOR Transition, Rimon IM Report, July 2, 2020
  • Welcome News for Venture Capital, Opportunity Zone and other Private Equity Funds: Federal Agencies Ease Volcker Rule Restrictions, Rimon IM Report, June 26, 2020
  • The Investor Advisory Committee Urges SEC to Take Global Lead in Requiring ESG Disclosures, Rimon IM Report, June 20, 2020
  • Real Estate Private Equity Investments: Types of Structures, Lexis Nexis, June 15, 2020
  • IRS Provides Several Items of Relief Benefiting Qualified Opportunity Funds and their Investors, Rimon Insight, June 5, 2020
  • SEC Rule Proposal Governing Good Faith Determinations of Fair Value, Rimon IM Report, May 16, 2020
  • Cybersecurity Considerations in the Time of COVID-19, Co-Author, COVID-19 Blog, March 19, 2020
  • SEC Proposes Modernizing Adviser Advertising and Cash Solicitation Rules, Author, Polsinelli Funds Digest, February 2020
  • CFTC Codifies Relief for Family Offices, Commodity Pool Operators and Trading Advisors, Co-Author, Polsinelli Funds Digest, February 2020
  • EB-5 In 2020: Managing The ‘ Stun Gun’ That Just Hit the Investment Program, Quoted, Bisnow, January 22, 2020
  • Rounds doubles down on EB-5: New bill would reform and prolong program, Quoted, Rapid City Journal, November 11, 2019
  • Let’s Keep a Good Thing Going: Congress Urged to Save the EB-5 Program, Author,  New York Real Estate Journal, August 20, 2019
  • OMB Completes Regulatory Review of EB-5 Immigrant Investor Program Modernization Rules: Final Reform Measures may be Published Imminently, Author,  The National Law Review, July 1, 2019
  • Source of Cheap Real-Estate Financing Is Getting More Expensive, Quoted,  Wall Street Journal, June 4, 2019
  • Get in the Zone: A Primer o n Forming Qualified Opportunity Funds, Author, OZ Magazine, Volume 1, Issue 1, May 2019
  • U.S. Securities Law and Due Diligence Can Protect Foreign Investors, Author,  EB5 Investors Magazine, January 8, 2019
  • EB-5 immigrant petitions are at lowest levels in at least five years, Quoted,  The Real Deal, November 1, 2018
  • Advisors Offer Deep Dive into their Real-Asset Investing Strategies, Quoted, Institutional Allocator, August 21, 2018
  • Fund Formation Checklist for a Private Equity Fund, Author, LexisNexis, May 5, 2017
  • Real Estate Financing from the Crowd, Author, ABA Probate and Property Journal, Vol. 30, No. 6, Real Property, Trust Estate Law Section of the American Bar Association, November/December 2017

SPEAKING ENGAGEMENTS

  • 2020 Virtual Uglobal Immigration Expo, Panelist,  Investing During a Pandemic, Hong Kong, April 16, 2020
  • Opportunity Zones: Investing in Startups, Speaker, OC4 Venture Studio, Costa Mesa, California, December 11, 2019
  • Visiting the Land of OZ: How Opportunity Zone Incentives Benefit Commercial Real Estate, Speaker, CREW Network Annual Convention, Orlando, FL, September 26, 2019
  • The Land of OZ: How Family Offices Can Work in Opportunity Zones, Moderator, 2nd Annual Family Office Connect, Harvard Club, New York, NY, May 22, 2019
  • Coasis Coalition Opportunity Zones SuperConference, Dallas, Texas, Panelist: Structures and Funding of Qualified Opportunity Zone Funds Panel, Venture Investing Qualified Opportunity Fund Panel and Opportunity Zone Business Panel on Formation, Positioning and Maintaining, April 3-4, 2019
  • Opportunity Zone Expo, Los Angeles JW Marriott, California, Speaker on two Panels, January 25, 2019
  • 2018 Beijing EB-5 & Global Programs Expo, Speaker, May 8, 2018, Beijing, China
  • 2018 Global Asset & Investment Opportunities Forum, Panel Moderator, The China Investor, May 11, 2018, Beijing, China
  • 2017: Year of the REIT, Moderator, The China Investor’s 2017 Beijing Global Private Equity Opportunities Forum; Beijing, China, May 19-20, 2017
  • Will the EB-5 Regional Center Program End?, Speaker, EB5Projects.com; Washington, D.C., April 21, 2017
  • EB-5 Financing as an Alternative Source of Capital for Housing, Speaker, U.S. Department of Housing and Urban Development; Washington, D.C., February 1, 2017
  • Trends in Real Estate Finance: PACE, TIFs, and Crowdfunding, Speaker, 2016 Advanced Real Property Institute, Maryland State Bar; Columbia, MD, September 27, 2016
  • Speaker, 2016 New York EB-5 & Investment Immigration Convention; New York, NY, July 18, 2016
  • Traditional and New Financing Opportunities for Affordable Housing, Panelist, Best of the West in Affordable Housing Development and Financing Conference; San Francisco, CA, March 18, 2016

AWARDS

  • Top 15 Corporate Attorneys, EB5 Investors Magazine, 2021
  • Top 15 Corporate Attorneys, EB5 Investors Magazine, 2018
  • Top 15 Corporate Attorneys, EB5 Investors Magazine, 2016
  • Community Service Award, Beth Sholom 68th Annual Honoree Celebration, 2015
  • Maryland’s Top 100 Women, The Daily Record’s (Gannett Co., Inc.), 2013

AFFILIATIONS

  • Global Member, 100 Women in Finance
  • Member, American Bar Association Broker-Dealer Subcommittee and Investment Adviser Subcommittee
  • Member, WIND – Women in Derivatives

EDUCATION

Georgetown University

L.LM., Taxation

Golden Gate University

J.D., Dean's List, Law Review, Vice President of the Public Interest Law Foundation

Santa Clara University

B.S., Dean's List

PREVIOUS EXPERIENCE

  • Polsinelli (Shareholder)
  • Ballard Spahr LLP
  • Deloitte Tax
  • Greenberg Traurig, LLP

    ADMISSIONS

  • District of Columbia
  • State of California
  • U.S. Court of Appeals for the Ninth Circuit
  • U.S. District Court for the Northern District of California

    Languages

  • English