Advising clients on using the Internet to make offers of securities in offshore offerings

The use of the Internet in securities offerings is expanding. In offshore o fferings, an offer via the Internet is accessible in "primary countries," o r those where securities are being sold, as well as "secondary countries," where the securities are not being sold. Issuers, of course, do not want th eir offering regulated in countries where they are not selling securities. Regulators have issued guidance indicating that, despite the fact that an o ffer for securities may be accessible in their country via the Internet, th ey will not regulate the issue if the offering is taking place in other cou ntries and the issuer does not "target" citizens or residents in "secondary countries." This Article summarizes the statements of securities regulator s, who have given such guidance, and outlines the key factors they examine to determine that the issuer is not "targeting" secondary country citizens. It assists attorneys in developing a plan to avoid secondary country regul ation. Finally, it suggests that those regulators who have not yet spoken o n this issue should do so and conform to the guidance previous regulators h ave given.