17 C.F.R. § 230.901
General statement
For the purposes only of section 5 of the Act (15 U.S.C. § 77e), the terms offer, offer to sell, sell, sale, and offer to buy shall be deemed to include offers and sales that occur within the United States and shall be deemed not to include offers and sales that occur outside the United States.
Notes of Decisions
Cited in 30
cases (5 in the last 5 years), 1996–2026 · leading case: In Re Royal Ahold N v. Securities & Erisa Litigation
In Re Royal Ahold N v. Securities & Erisa Litigation (2004)
“17 C.F.R. § 230.901 . The September 2001 Prospectus Supplement stated that “[ojffers and sales of common shares and ADSs outside the United States are being made pursuant to this prospectus supplement and the attached prospectus pursuant to Regulation S under the Securities Act…”
Thompson v. Relationserve Media, Inc. (2010)
“See 17 C.F.R. §§ 230.901 et seq. 9 . There would have been no previous occasion for Relationserve to disclose the relationship with Summit since as a private company, Relationserve had no duty to file securities disclosures regarding its material definitive agreements.”
CSX Corp. v. Children's Investment Fund Management (UK) LLP (2011)
“3 (exempting registration for intra-state issuances), Regulation S, 17 C.F.R. §§ 230.901 -.904 n. 2 (exempting registration for offers and sales outside the United States), and Rule 701, 17 C.”
Securities & Exchange Commission v. Wolfson (2008)
“See 17 C.F.R. § 230.901 ; Geiger v. SEC, 363 F.”
In Re Enron Corp. Securities (2006)
“The Foreign Debt Securities were issued pursuant to unregistered private placements under 17 C.F.R. §§ 230.901 - *662 230.905 in private offerings limited to Qualified Institutional Buyers (“QIBs,” i.”
Shorey v. Arizona Corp. Commission (2015)
“See 17 C.F.R. § 230.901 (exempting the sale of securities outside the United States from the federal registration requirements of 15 U.”
Securities & Exchange Commission v. Banner Fund International (2000)
“17 C.F.R. § 230.901 . Reasoning that the Congress passed the registration requirements to “assure full and fair disclosure in connection with the public distribution of securities,” the Second Circuit has interpreted this regulation to permit the exercise of subject matter…”
Sterlin v. Biomune Systems (1998)
“See 17 C.F.R. §§ 230.901 -.904. 3 . Plaintiff specifically alleges that Defendants disseminated false information concerning the Upton Study in the following disclosures during 1994: March 21 press release; April 12 package to investors; April 12 Dow Jones financial new-swire;…”
Securities & Exchange Commission v. Softpoint, Inc. (1997)
“Regulation S shelters only bona fide overseas transactions; it is not a haven for any foreign stock distribution that is part of a plan to evade the registration provisions of the Securities Act. Id. n. 2 . Stoecklein’s pre-litigation testimony revealed that Softpoint was not…”
Securities & Exchange Commission v. Autocorp Equities, Inc. (2003)
“1998); 17 C.F.R. § 230.901 . 59 . 17 C.F.R. § 230.”
Dietrich v. Bauer (2001)
“See 17 CFR § 230.901 et seq. 2 . Dietrich’s submissions are not entirely clear as to whether his challenge is addressed to the date of the creation of the photocopy, the original, or both.”
Sloane Overseas Fund, Ltd. v. Sapiens International Corp. (1996)
“17 C.F.R. § 230.901 . The regulation is intended for use in public offerings.”
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