Regulation S—an introduction for non-US lawyers
Produced in partnership with Thomas Vita of Norton Rose Fulbright
Regulation S—an introduction for non-US lawyers

The following Corporate practice note produced in partnership with Thomas Vita of Norton Rose Fulbright provides comprehensive and up to date legal information covering:

  • Regulation S—an introduction for non-US lawyers
  • Background and scope of Regulation S
  • Certain definitions
  • The safe harbors
  • General conditions
  • Offshore transaction condition
  • No directed selling efforts condition
  • Issuer safe harbor under Rule 903
  • Additional conditions for Category 2 securities
  • Additional conditions for Category 3 securities
  • More...

Regulation S—an introduction for non-US lawyers

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.

Background and scope 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 United States, which is

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