reg-s-offering

This skill is provided for informational and educational purposes only and does not constitute legal advice. The analysis and information provided should not be relied upon as a substitute for consultation with a qualified attorney. No attorney-client relationship is created by using this skill. Securities laws are complex and fact-specific. The application of Regulation S depends on the particular circumstances o...

Regulation S provides a safe harbor from the registration requirements of Section 5 of the Securities Act of 1933 for offers and sales of securities that occur outside the United States. It is based on the territorial approach to Section 5, recognizing that U.S. registration requirements are primarily designed to protect U.S. investors.

Regulation S establishes that Section 5 registration requirements do not apply to offers and sales of securities that occur outside the United States, provided certain conditions are met to prevent the securities from flowing back to U.S. persons during a restricted period.