Foreign Issuer Private Placements and Rule 144A Offerings in the United States

July 27, 2000

Our memorandum entitled Foreign Issuer Private Placements and Rule 144A Offerings in the United States, discusses U.S. securities laws and regulations applicable to foreign issuers making private placements in the U.S. The memorandum presents an overview of U.S. regulation of foreign issuers of securities, and discusses relevant exemptions from the registration requirements of the Securities Act of 1933, rules relating to Rule 144A offerings and resales of securities within the U.S., sales and resales of securities outside the U.S. under Regulation S, Blue Sky and broker-dealer compliance, and enforcement issues under U.S. securities laws.

In addition to outlining applicable laws and regulations, the memorandum discusses issues and strategies that a foreign issuer should consider during the offering process, including what to include in disclosure documentation, due diligence in a private offering, and how a private placement coupled with subsequent registration may be use to expand the public trading of its securities. The memorandum also briefly discusses pending SEC proposals and rulemaking.

Click here to download the memorandum.  It is 63 pages in length and 473KB.

Please feel free to contact the author Robert A. McTamaney (

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