Regulation S Transactions

This practice note discusses transactions relying upon Regulation S under the Securities Act of 1933, as amended (15 U.S.C. § 77a et seq.) (Securities Act). Regulation S excludes from the registration requirements of Section 5 of the Securities Act (15 U.S.C. § 77e) offers and sales of securities made outside the United States. The discussion includes an overview of Regulation S, including the requirements of the issuer and resale safe harbors, common Regulation S transaction structures, and practical guidance for attorneys working on Regulation S transactions.