b'AccordingtotheSEC,compliancewiththerequirementsofa RegulationSofferingwillrequiretheprofessionalskillsofattorneys specializing in securities law.9The following rules apply to a Regulation S offering: The offer or sale of securities for a Regulation S offering must occur in an offshore transaction. Per Rule 902(h), an offer or sale of securities is made in an offshore transaction if: a) the offer or sale is not made to a person in the United States and b) either the buyer is outside the United States at the time the subscription agreement (buy order) is executed, or the transaction is executed via a foreign securities exchange located outside the U.S. or through a designated offshore securities market. No directed selling efforts may be made in the U.S. by the issuer. No offers or sales may be made to U.S. persons.10Rule 144 prohibits foreign investors from reselling the securities to U.S. persons within one year of purchase. The offering documents must contain legends describing this restriction. The issuer must refuse 9 Seefootnote28.10 SummaryofSECRegulationSDorsey&WhitneyLLP,Broker-DealerandInvestmentAdviserNews.72'