Regulation S
E9571
Regulation S is a U.S. Securities and Exchange Commission rule that provides a safe harbor exemption for offers and sales of securities made outside the United States, allowing issuers to avoid registering those offerings under the Securities Act of 1933.
Statements (44)
| Predicate | Object |
|---|---|
| instanceOf |
SEC rule
→
United States securities regulation → safe harbor exemption → |
| administeredBy |
U.S. Securities and Exchange Commission
→
|
| appliesTo |
U.S. issuers
→
convertible securities → debt securities → distributors of securities → equity securities → foreign issuers → offshore offerings by U.S. reporting companies → offshore offerings by non-reporting issuers → |
| basedOnStatute |
Securities Act of 1933
→
|
| codifiedIn |
Title 17 of the Code of Federal Regulations
→
|
| condition |
no directed selling efforts may be made in the United States
→
offers and sales must be made in offshore transactions → resale restrictions may apply to securities sold under Regulation S → |
| contains |
Category 1 offerings
→
Category 2 offerings → Category 3 offerings → |
| defines |
directed selling efforts
→
offshore transaction → |
| distinguishes |
U.S. persons and non-U.S. persons
→
|
| exemptsFrom |
registration under the Securities Act of 1933 for qualifying offshore offerings
→
|
| focusesOn |
geographic location of the offer and sale
→
investor location and marketing efforts → |
| imposes |
distribution compliance periods for certain categories of securities
→
|
| jurisdiction |
United States
→
|
| legalEffect |
provides a non-exclusive safe harbor from Securities Act registration
→
|
| nonExclusive |
true
→
|
| objective |
to facilitate capital raising outside the United States
→
to prevent circumvention of U.S. registration requirements for domestic offerings → |
| policyGoal |
investor protection in the U.S. market
→
promotion of efficient global capital markets → |
| purpose |
to clarify when the registration requirements of the Securities Act of 1933 do not apply to offshore offerings
→
to provide a safe harbor from registration for offshore securities offerings → |
| regulates |
offers of securities made outside the United States
→
sales of securities made outside the United States → |
| relatedTo |
Regulation D
→
Rule 144A → Section 5 of the Securities Act of 1933 → |
| requires |
that offers and sales not be made to U.S. persons except as permitted
→
|
| usedFor |
international securities offerings
→
offshore private placements → |
Referenced by (2)
| Subject (surface form when different) | Predicate |
|---|---|
|
U.S. Securities Act of 1933
→
|
laterInterpretedBy |
|
Regulation D
→
|
relatedTo |