Debt capital markets in the United States: regulatory overview


Legislative Restrictions on Selling Debt Securities -

What are the main restrictions on offering and selling debt securities in your jurisdiction?

Main restrictions on offering and selling debt securities -

Offerings of debt securities must either be registered with the Securities and Exchange Commission (SEC) ( under section 5 of the Securities Exchange Act of 1933, as amended (15 USC 77a et seq) (Securities Act), or qualify for an applicable exemption from registration. Exemptions from registration include those under:

..Rule 144A under the Securities Act (Rule 144A)

..Regulation S under the Securities Act (Regulation S).

..Section 3(a)(2) of the Securities Act (section 3(a)(2))(see question 3.)

Originally published in Capital Markets Multi-Jurisdictional Guide 2014.

Please see full alert below for more information.

LOADING PDF: If there are any problems, click here to download the file.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Morrison & Foerster LLP | Attorney Advertising

Written by:


Morrison & Foerster LLP on:

Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.