# US reg s offering review
> Source: https://legalcode.md/skills/legalcode-us-reg-s-offering-review | [HTML version](https://legalcode.md/skills/legalcode-us-reg-s-offering-review)

Reviews offshore securities offerings and resale controls under SEC Regulation S (17 CFR §§ 230.901–230.905).

Reviews offshore securities offerings and resale controls under SEC Regulation S (17 CFR §§ 230.901–230.905). Covers Category 1/2/3 issuer safe harbor analysis, directed selling effort restrictions and safe harbors, distribution compliance period mechanics (40-day, 6-month, and 1-year), SUSMI (substantial US market interest) determination for equity and debt, Rule 903 issuer/distributor conditions, Rule 904 reseller safe harbor, Rule 905 restricted securities and Rule 144 tacking, debt vs. equity distinctions (TEFRA C/D, Eurobond mechanics, global notes), concurrent Reg D/Rule 144A integration analysis (Rule 152 / Release 33-10736), transfer restriction legends and removal procedures, foreign private issuer qualification and reporting obligations, hedging restrictions, ADR deposit controls, subscription agreement representations, and common enforcement red flags. Use when conducting Reg S compliance reviews, structuring offshore offering transactions, reviewing offering documents for Reg S compliance, assessing resale restriction mechanics, analyzing concurrent domestic/offshore offering integration, performing capital markets due diligence, or advising on post-distribution-period resale procedures. Jurisdiction: United States federal securities law (SEC enforcement, Securities Act of 1933, 17 CFR §§ 230.901–230.905).

This skill performs a structured Regulation S compliance review covering all major analytical domains relevant to offshore securities offerings under SEC rules. **Covers:** - Category determination (Category 1, 2, or 3) based on issuer type, security type, and SUSMI - Directed selling efforts compliance — what is prohibited, permitted, and borderline - Distribution compliance period mechanics — period length, conditions, and running of the clock - Issuer and distributor obligations under Rule 903 (issuer/distributor safe harbor) - Reseller obligations and rights under Rule 904 (reseller safe harbor) - Rule 905 restricted securities status and Rule 144 interaction - Debt securities mechanics: TEFRA conventions, global note structures, Eurobond market practice - Equity securities mechanics: Category 3 hedging restrictions, ADR deposit prohibition, legend requirements - Integration of concurrent Reg S and domestic offering (Reg D, Rule 144A, Rule 152 / Release 33-10736) - Foreign private issuer (FPI) qualification, SUSMI analysis, and Exchange Act reporting - Transfer restriction legends: form, placement, and removal procedure - Subscription agreement and purchaser certification requirements - Enforcement patterns and common red flags from SEC enforcement history **Does not:** - Cover Regulation A or Regulation CF (crowdfunding) offshore offering implications - Provide advice on non-US securities regulations (EU ...

## Jurisdictions

United States — Federal



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