Internet guidance for foreign private issuers conducting unregistered offerings: is a gatepost still a sign of the times?

Partner Andrew Beck has co-authored a piece in the Corporate and Securities Law Advisor titled “Internet guidance for foreign private issuers conducting unregistered offerings: is a gatepost still a sign of the times?” The article discusses the SEC's 1998 guidance on using the internet for securities offerings. A small excerpt of the article can be found below:

As an example of a procedure designed to guard against sales in the United States, the 1998 Guidance suggested that the offeror could ascertain the purchaser’s residence by asking for a mailing address or telephone number, and then block participation if a US mailing address or a telephone number with a US area code were provided. Procedures such as this, whether intended to block access to a website or certain portions of it by US persons or to preclude the receipt of securities or services in the United States, can be generally described as a “gatepost” designed to keep US persons out.

The 1998 Guidance was, however, very clear that the procedures it discussed, including the concept of a gatepost, were not intended to be exclusive and that other procedures that guard against sales in the United States could also be used to demonstrate that an offer, solicitation or other communication is not targeted at the United States.

You can read the full piece here.

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