Foreign Securities and Regulation S

What this video covers

• Why unregistered foreign securities can still trade in the United States under the QIB resale rule, and why individuals are never QIBs regardless of wealth
• The $100 million threshold for institutions to qualify as QIBs, and the $10 million threshold for broker-dealers
• How OFAC sanctions work, what the SDN list is, and why firms must screen customers and transactions against it
• The three mandatory steps for a true SDN match: block (freeze assets), reject the transaction, and report to OFAC
• The two Reg S safe harbors (issuer and resale) and why both require no directed selling efforts in the United States
• Why Reg S defines a U.S. person by residence, not citizenship, and how this creates exam traps with American expats
• The 40-day default distribution compliance period, the one-year period for non-reporting issuer equity offerings, and why these restrictions exist