Foreign Securities and Regulation S

What this video covers

• Which unregistered foreign securities can be sold to U.S. institutions, and why the Qualified Institutional Buyer (QIB) resale rule keeps these trades out of retail hands
• The exact dollar thresholds that define a QIB ($100 million standard, $10 million for broker-dealers), and why no individual, regardless of wealth, ever qualifies
• How Office of Foreign Assets Control (OFAC) sanctions work, what the Specially Designated Nationals (SDN) list is for, and the three-step block-reject-report protocol for confirmed matches
• Why a firm cannot knowingly facilitate a prohibited transaction indirectly through shell companies, intermediaries, or third-party routing
• How Regulation S defines a U.S. person by residence rather than citizenship, and why an American citizen living permanently abroad generally is not a U.S. person for offshore offerings
• The two safe harbors under Regulation S (issuer safe harbor and resale safe harbor), and the single requirement they both share: no directed selling efforts in the United States
• The distribution compliance period that prevents unregistered securities from boomeranging back to U.S. buyers, including the 40-day default and the one-year extension for equity offerings by non-reporting issuers