The following Corporate guidance note Produced in partnership with Thomas Vita of Norton Rose Fulbright provides comprehensive and up to date legal information covering:
This Practice Note briefly summarises the key provisions of Regulation S as well as the practical implications of relying on Regulation S for English and other non-US lawyers; it is not intended to be a comprehensive discussion of Regulation S.
Regulation S was adopted in 1990 with the express intent of clarifying the extraterritorial application of the registration and prospectus delivery requirements of the US Securities Act of 1933, as amended (Securities Act).
Regulation S is based on a simple premise: any offer or sale of securities that occurs inside the United States of America (United States) is potentially subject to the registration and prospectus delivery requirements of Section 5 of the Securities Act (Section 5) and any offer or sale that occurs outside the United States is not.
The application of this premise to international offerings is more complicated. Regulation S creates two non-exclusive 'safe harbors' for specified transactions: one principally for issuers and distributors of securities and a second for resales of securities. Offers and sales meeting all of the requirements of the applicable safe harbour are deemed to be outside the United States and, therefore, not subject to Section 5.
Regulation S is an extremely useful legal tool for both domestic and foreign issuers raising capital in securities markets outside the
**excludes LexisPSL Practice Compliance, Practice Management and Risk and Compliance. To discuss trialling these LexisPSL services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
To view the latest version of this document and thousands of others like it, sign-in to LexisPSL or register for a free trial.
Existing user? Sign-in
Take a free trial
Take a free trial
0330 161 1234