What does this Practice Note cover? This Practice Note discusses transactions relying upon Regulation S under the Securities Act of 1933, as amended (15 USC § 77a) (Securities Act). Regulation S excludes from the registration requirements of section 5 of the Securities Act (15 USC § 77e) offers and sales of securities made outside the US. The discussion includes an overview of Regulation S, including the requirements of the issuer and resale safe harbours, common Regulation S transaction structures, and practical guidance for lawyers working on Regulation S transactions. What is Regulation S? Under section 5 of the Securities Act, it is unlawful to make use of any means or instruments of interstate commerce to offer, sell, or deliver any security unless a registration statement as to the security has been filed with, and declared effective by, the Securities and Exchange Commission (SEC). Because the definition of ‘interstate commerce’ under section 2(a)(7) of the Securities Act (15 USC § 77b(a)(7) includes trade and commerce with ’any foreign country’, the section 5 registration requirements could be