The Offshore Transaction Safe Harbor

What this video covers

• Why Regulation S does not exempt a transaction from registration, but instead pretends the offer or sale never happened for registration purposes
• The three-part survival checklist: offshore transaction, no directed selling efforts in the United States, and any additional category conditions
• Why every condition must hold simultaneously, and how missing any one destroys the entire safe harbor
• How the offer side and the buyer's physical location both get tested for an offshore transaction, and why a foreign bank account does not save a U.S. offer
• What counts as a directed selling effort, and why a U.S. circulation advertisement referencing the offering kills the safe harbor even with zero resulting sales
• The two-part lock for restricted status attaching to domestic equity securities acquired from the issuer, a distributor, or an affiliate
• Why an offshore resale does not clean restricted stock, and why the restriction stays attached after any subsequent overseas sale