What we do in this area.
Metric Law/Tax provides legal support for cross-border private securities offerings conducted in reliance on Regulation D and Regulation S under the U.S. Securities Act of 1933. Although based outside the United States, Metric Law/Tax advises issuers and investors on structuring exempt offerings, preparing disclosure documentation, and addressing SEC compliance requirements for transactions involving U.S. and non-U.S. investors, and works in coordination with U.S. counsel where required. Metric Law/Tax also supports cross-border private placements involving investors in other key international markets, including the United Kingdom, the European Union, Switzerland, Canada, Singapore, Hong Kong, the United Arab Emirates, and leading offshore financial centers such as the Cayman Islands, Bermuda, Jersey, and Guernsey.
What this service covers.
1. Regulation D Structuring — Rules 506(b) & 506(c)
Advice on the available Regulation D exemptions, including the distinction between Rule 506(b) and 506(c) offerings, accredited investor verification requirements, general solicitation restrictions, and integration risk analysis.
2. Regulation S Offerings
Structuring and documentation of securities offerings directed exclusively at non-U.S. persons under Regulation S, including Category 1, 2, and 3 compliance and the applicable distribution compliance periods.
3. Disclosure Documentation & Subscription Agreements
Preparation and review of private placement memoranda, subscription agreements, investor questionnaires, representation letters, and all related offering documentation in accordance with the applicable exemption.
4. SEC Compliance & Form D Filings
Guidance on SEC filing obligations, including Form D submissions within required timeframes and compliance with applicable blue sky law requirements across relevant U.S. states.
5. Multi-Jurisdiction Investor Coverage
Legal support for placements involving investors across the UK, EU, Switzerland, Canada, Singapore, Hong Kong, UAE, Cayman Islands, Bermuda, Jersey, and Guernsey — including analysis of local private placement regulatory requirements.
6. Coordination with U.S. & Foreign Counsel
Structured coordination with U.S. securities counsel and international advisors to ensure coherent and aligned legal advice across all jurisdictions involved in each cross-border offering.
Jurisdictions covered.
What clients should know.
1. Rule 506(b) prohibits general solicitation; Rule 506(c) permits it but requires the verified accredited investor status for all purchasers.
2. Regulation S requires that no directed selling efforts are made in the United States and that offshore transaction conditions are strictly met.
3. Resale restrictions under Rule 144 and Regulation S apply for specified holding periods following the completion of an exempt offering.
4. Form D must be filed with the SEC within 15 days of the first sale in a Regulation D offering.
5. Blue sky laws of individual U.S. states may impose additional filing requirements even for federally exempt offerings.
6. Integration risk arises when multiple offerings conducted in close proximity may be treated as a single offering by the SEC.