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Portfolio 58-3rd: Regulation S: The Safe Harbor for Offshore Securities Transactions
Wks. 1
Regulation S: Rules Governing Offers and Sales
Made Outside the United States Without Registration
Under the Securities Act of 1933 (17 C.F.R. §§230.901-230.905)
Wks. 2
Rule 144A: Private Resales of Securities to Institutions (17 C.F.R. §230.144A)
Wks. 3
Regulation S-K, Item 701: Recent Sales of Unregistered Securities;
Use of Proceeds from Registered Securities (17 C.F.R. §229.701)
Wks. 4
Release No. 34-37801, 61 Fed. Reg. 54,506 (Oct. 10, 1996)
Periodic Reporting of Unregistered Equity Sales
Wks. 5
Example of the Reporting of Sales of Unregistered Securities in Form 10-K
Wks. 6
Release No. 33-4708, 29 Fed. Reg. 9,828 (July 9, 1964)
Registration of Foreign Offerings by Domestic Issuers;
Registration of Underwriters of Foreign Offerings as Broker-Dealers
Wks. 7
Release No. 33-6779, 53 Fed. Reg. 22,661 (June 17, 1988)
First Regulation S Proposal
Wks. 8
Release No. 33-6838, 54 Fed. Reg. 30,063 (July 11, 1989)
Regulation S Reproposal
Wks. 9
Release No. 33-6863, 55 Fed. Reg. 18,306 (April 24, 1990)
1990 Adopting Release
Wks. 10
Release No. 33-7190, 60 Fed. Reg. 35,663 (June 27, 1995)
Problematic Practices Interpretive Release
Wks. 11
Release No. 33-7392, 62 Fed. Reg. 9,258 (Feb. 20, 1997)
Regulation S Amendments Proposal
Wks. 12
Release No. 33-7505, 63 Fed. Reg. 9,632 (Feb. 17, 1998)
Regulation S Amendments Adopting Release
Wks. 13
Release No. 33–6862, 55 Fed. Reg. 17,933 (April 23, 1990)
SEC Release Adopting Rule 144A
Wks. 14
SEC No-Action Letter re: Depositary Receipts
April 14, 1993
Wks. 15
Provisions Typically Used in Underwriting or Purchase Agreements
Wks. 16
Investor Representation Letter: Qualified Institutional Buyer
Wks. 17
Investor Representation Letter: Institutional Accredited Investor
Wks. 18
Representation Letter of Non-U.S. Purchaser
Wks. 19
Transferee Letter of Representation
Wks. 20
Typical Language for the Offering Memorandum
Wks. 21
Sample Resale Agreement
Wks. 22
Sample Resale Legal Opinion
Wks. 23
Sample Block Trade Letter
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