Problematic Practices Under Regulation S

The Federal Regulation Committee and Capital Markets Committee of the Securities Industry Association (SIA)* provides comments to the Securities and Exchange Commission (SEC) on problematic practices under Regulation S, File No. S7-20-95.  In the release, the SEC: (1) provides interpretive guidance describing certain “problematic practices” it believes are involved in some offers, sales, and resales of securities made in offshore transactions purportedly in reliance on Regulation S under the Securities Act of 1933 (Securities Act); and (2) seeks comments as to whether the SEC should propose additional restrictions to Regulation S in order to help reduce the perceived and/or actual incidences in which Regulation S transaction participants rely on the Regulation in an attempt to evade the Securities Act’s registration requirements.

*SIFMA is the product of a merger between the Securities Industry Association (SIA) and The Bond Market Association (TBMA) in 2006.