土建学院毕业设计外文翻译中英文版Word文档格式.docx

1、 The year leading up to September 2008 saw the creation of real estate finance structures of breathtaking complexity .since than time in the real estate finance industry have been involved mainly in trying to understand what went wrong, and to determine whether the collapse, was in any material way

2、the result of flaws in these complex real estate finance structures .or was it just a function of external economic pressures and the cyclical nature of real estate .while the jury is still out. The answer seems to be that the structures did not cause the real estate recession, but through their opa

3、que nature they may have made the recession worse, both by delaying the recognition of the underling fragility of the market and by making the problems, once recognized, even more difficult to resolve. One thing is sure: many people, whether legislators, regulators, lawyers, accountants, bankers or

4、those who raise and consume real estate capital are now working very hard to address（1） how to resolve distressed real estate capital structures, and （2）how to improve the structures and form of delivery of real estate capital to the market in the future. Change being considered now will affect the

5、real estate markets through the next generation. Following are a few examples.RESTORING AMERICAN FINANCIAL STABILITY ACT As l write this, the US is beginning its final debate of the RESTORING AMERICAN FINANCIAL STABILITY ACT , and appears to be building momentum for adoption in some form, which woul

6、d then require reconciliation with the equivalent House version. If adopted in anything like its current form it will cut a broad swath of change across current business. Practices by providers of real estate capital of all shapes and sizes .it will give the Federal Reserve Bank new powers over fina

7、ncial institutions but in turn impose more congressional over sight of the Fed. Lawyers recognize that often the most compelling litigation cases lead to the worst precedent: judicial over-reaching in the face of egregious facts. Will that be the case with the RAFS and the resulting regulations? Wil

8、l we spend the next 20 years backing away from the reforms adopted in this atmosphere of crisis? This will all play out over the coming months and years, we will keep an eye on the process in this column, and as with all subjects covered in this column, we would welcome hearing your perspective on t

9、his.CALPERS AND PLACEMENT AGENTS Much of the real estate investment momentum over the year 2005 through 2007 was fueled by increased asset allocation within public employee pension founds, attracted by seemingly high returns. One example of this was a $14 billion net increase in commercial real esta

10、te investment 9by the California Public Employees Retirement System （CalPERS） as the market boomed in 2005 and 2006.Not only was the net exposure increased, but, as detailed in a Real Estate Program Review, dated April 19,2010,by the Real Estate Unit Of the CalPERS Investment Office, new investment

11、disproportionally made to high risk investments .in a Memorandum accompanying the Program Review The Real Estate Consultant to the CalPERS, Board also noted a wide variety of factors that apparently contributed to the 48.2 percent decline in Net Assets at Fair Market Value from June 30,2008 through

12、June 30,2009, in the CalPERS real estate portfolio, as follows:（1） Higher amounts of leverage, which lowered income returns and increased exposure to changes in the asset value;（2） Recourse debt, which exposed CalPERS to risks beyond the specific assets;（3） Looser program guidelines gave investment

13、strategies;（4 Shifting commitments from stabilized core investment to non-stabilized opportunistic investments, which now comprise more than 40 percent of the current holdings in the portfolio;（5） A dramatic increase in the number of manager relationships and commingled investment vehicles provided

14、less control, poorer governance and hindered staffs ability to resolve problems and liquidate asset;（6） vintage year concentration with over $27 billion of equity commitments made in 2005 and 2006,in part driven by successful market timing dispositions realized by core partner. Interestingly neither

15、 the Real Estate Program Review nor the PCA Memorandum cite the undue influence of placement agents, generally third party consultants with differing degrees of professional and competence, political or board connections, and compensation arrangements who undoubtedly contributed to the increase in t

16、he number of manager relationships, looser program guidelines, and large concentrated investments. However, the California legislature did take note of the potential foe abuse. On October 11,2009,Governor , Schwarzenegger signed into law Assembly Bill No. 1584 regulating the role of placement agents

17、 and requiring disclosure of contributions or gifts to state and local retirement board members. This now has been followed by Assembly Bill No. 1743, not yet enacted into law, which would define placement agents as lobbyists into accordance with Californias political reform act. This would impose s

18、trict controlsover gifts and contributions, and would prohibit compensation contingent on any investment decision. The latter provision produced initial strong opposition from the Blackstone Group, from which it subsequently backed off. The bill still face significant opposition from trade associati

19、on, which, not surprisingly, prefer the regulatory approach of complete disclosure as opposed to outright prohibition . All of this is a story that will continue to unfold, with New York being another state looking closely at the issue, but while the issue of the access is important, the issue of al

20、location and investment strategy are even more critical. As PCA concludes in its Memorandum: CalPERS experience during the past 28 years suggests that a real estate strategy focused primarily on direct investment in core-risk type properties has provided a more attractive risk adjusted return than t

21、he more aggressive opportunistic strategy. PCA finds significant merit in the overall context of the CalPERS investment program in pursuing a less aggressive strategy. With more controls, than was in place between 2002and 2006. Will this mean that public pension funds increasingly will focus on the

22、same core, stable assets that are being pursued by global investment fund? Perhaps, but in the real estate program review the staff notes that at current values the CalPERS actual real estate investment portfolio is at 6.8 percent of total asses versus the target allocation of 10 percent and the dis

23、location in the real estate market will present investment opportunities, which is good news for the real estate capital market.FIARA AND PRIVATE PLACEMENT As noted above, congress is considering adding additional structures to the private placement market. while it is un clear how many of those str

24、uctures will survive the legislative process, the Financial Industry Regulatory Authority （FINRA）, acting as the watchdog of the securities broker-dealers and securities registered representatives who sell private placements of, among other assets, real estate and oil and gas, has published new regu

25、latory guidance as to the obligation of broker-dealers to conduct Reasonable Investigations in Regulation D Offering. Private placement, or so-called Regulation D or Regulation 506 offerings sold through the securities broker-dealers channel, have a long and constructive history of raising capital f

26、or small and mid-sized business , including real estate and oil and gas companies .in the background section of RN 10-22,FINRA cites an estimate of $609 billion of such securities on the market in 2008. FINRA cites an estimate of $609 billion of such securities on the market in 2008. However, FINRA

27、reminds its member broker-dealer must have made a reasonable investigation before determining that a security is suitable for investor generally and to the specific investors to whom it is being sold.RN 10-22obviously this is all very general ,leaving fertile ground for interpretation. perhaps more

28、to the point on a practical level, FINRA reminds broker-dealers that they may conduct their own independent investigation of the issuer and the offering, and not simply rely on information provided by an independent counsel or due diligence firm hired by the broker-dealers, or the syndicate manager,

29、 the managing broker-dealer, the broker-dealer independent investigation has to include a reasonable investigation at a minimum into the following issuers:（1） The issuer and its management;（2） The business prospects of the issuer;（3） The assets held by or to be acquired by the issuer;（4） The claims

30、being made; and（5） The intended use of proceeds of the offering RN 10-22 FINRA also add adds a cautionary note on two particular areas of concern: （1） when the broker-dealer is an affiliate of the issuer and （2） when the broker-dealer and now the issuer prepare the private placement memorandum. RN 1

31、0-22 It also reminds broker-dealers to look for red flags, financial statements that, although purportedly audited by an accountant, contain numerous indications that the financial statements are inaccurate. Beyond these general principles, after a reminder of supervisory and documentation responsib

32、ilities, FINRA closed the notice with helpful list of specific areas broker-dealers should include in their investigation, including:1. As to the issuers and management:a. Historical financial statements; with particular focus on whether there are credible audited financial statements;b. Inquiring about the activities and cash needs of affiliates;c. Contacting customers and