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SIE: Capital Markets & Offerings
SIE practice questionmediumRegulation S

A U.S. issuer sells unregistered securities to a foreign investor under Regulation S, who then immediately resells the securities to a U.S. buyer. This is:

  1. AA prohibited Regulation S resale to the U.S.✓ Correct answer
  2. BPermitted if the buyer is accredited
  3. CLegal under Regulation D
  4. DAcceptable for government securities only
Explanation

Why AA prohibited Regulation S resale to the U.S.

Regulation S permits foreign sales, but imposes resale restrictions to U.S. residents. Immediate resale circumvents those restrictions, regardless of buyer's status or security type.

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