Regulation-S.com
Regulation-S.net

Regulation-S.com™
Directors, Management
& Advisors
Advisors

The following summary represents specific candidates for one or more responsibilities within the Regulation-S.com Exchange. These persons have indicated to management that they are interested and willing to come closer into operational or management roles in the exchange, subject to the creation of a compensation package and responsibilities roster acceptable to both parties.

Several additional candidates are in communication with the Exchange; however, at this time their potential participation is, at their request, confidential.

Daniel E. Kornstein

Imprimis Group
Managing Director

Blaylock & Partners
Chief Financial Officer,
Director of Research
Senior Vice President of Administration

Garban Corporates LLC
(formerly Cedar Street Securities Corp.)
Chief Administrative Office

Cedar Street Securities Ltd.
Chief Administrative Office

Merrill Lynch Capital Markets
Senior Fixed Income Strategist


Michael D. Linsky, CFA

Imprimis Group

Managing Director

McDonald Investments
Managing Director

Brown Brothers Harriman & Company
Managing Director


Ira Victor

Republic Systems and Programming

Founder

Citibank N.A., New York
Assistant Vice President, Regional Training Officer

Kings County Medical Center
Director of Training

Downstate Medical School of New York and College of Health Related Professions
Faculty

About Regulation-S.com

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Regulation-S.com™ was incorporated in San José, Costa Rica in 2002 and subsequently has launched the world’s first Regulation S Exchange and Marketplace, providing both primary and secondary market trading systems to US public companies, institutions, and non-US individual investors.

All client and transaction processing ranging from the listing of certificates for sale, primary market underwriting, as well as secondary market functionality are available to non-US national or resident clients online.

Through the use of a strong Internet presence, combined with a unique jurisdictional expansion model, Regulation-S.com is working towards providing services to investors in all jurisdictions of the world, in all major languages, and in all major currencies, providing a truly organised and international marketplace for Regulation S securities issuers and market participants.

"Regulation–S.com will, by design, expand the influence of the US regulatory authorities by adding an additional level of market fairness and disclosure."

Regulation-S.com’s objectives align closely with those of the regulatory bodies and government agencies, such as SEC and NASD, but also with the current “ownership society” political environment of the US government and the international growth ambitions of the United States exchanges and equities marketplace into foreign jurisdictions (As demonstrated by EASDAQ).

There is a demonstrated and clear opportunity for an independent third party to take on the task of developing an important niche within the non-US marketplace. Regulation-S.com, by its nature, expects to establish an increased popularity and awareness within the USA marketplace, helping to create increased overall market participation and liquidity.

Management of Regulation-S.com has studied the regulations, their interpretations, as well as disciplinary actions taken surrounding Regulation S and have used our knowledge of these rules to create an online system that essentially puts the regulations into a software platform, allowing us to ensure that business operations are conducted not only securely, but also in identification with both the SPIRIT and the WRITTEN WORD of the securities laws surrounding Regulation S securities transactions.

Regulation–S.com will, by design, expand the influence of the US regulatory authorities by adding an additional level of market fairness and disclosure.

The fact that the exchange is “online” may suggest a more liberal possibility in the applications of rules and regulations. It actually creates quite the opposite effect, allowing transactions to be traced in a much tighter format then now exists, by restricting access to modules and capabilities via determination of IP addresses and access locations. Operating over the Internet provides stricter compliance for account access and reporting, including tracking and transaction disclosure when deemed necessary by jurisdictional influences.

  • Regulation-S.com’s Online Electronic Trading System allows for quick execution of client trades, and a simple, easy to use understandable format.
  • SSL secured trading pages on all Regulation-S.com Member Seat Sites.
  • Regulation-S.com Member Broker Sites offer competitive commissions plus a range of services.
  • 24-hour markets on securities in which Member Seats make a market.
  • All transactions are private and confidential.
  • International account settlement in US Dollars.
  • Online internal 128 bit encrypted and secured email for communications with the exchange or Member Seats.
  • Online encrypted secure instant messaging service available to clients to talk to customer service representatives.

Working with Regulation-S.com

Regulation-S.com is an online Regulation S Exchange and Marketplace. Shares are not traded directly through the Regulation-S.com portal, all trades are executed through our brokerage Membersites and an account with a brokerage Membersite is required in order to execute buy and sell orders.

There are several types of Regulation S securities, but Regulation-S.com only works with those that have underlying trading in the US marketplace, also known as Category 3.

Regulation S equities are a restricted form of equity, which means that they are being restricted from resale to US persons or in the underlying US marketplace for a period of between one and two years, depending on the quality and quantity of information available on the issuing company.

The regulations for resale of these securities after this restriction period are under "Rule 144" of the SEC, which also means that the number of shares you can sell between 1 and 2 years, even if the legend is removed, is restricted according to the share volume traded in the underlying marketplace.

Our facility provides non-US investors the capability to trade these securities between each other during this restriction period. The liquidity presented inside of the system is strictly dependent on the appetite and purchasing from the clients within the system, so there is no guarantee that any client in the system will purchase these shares from an account holder; which is important to keep in mind.

For securities originally purchased through the system:
Securities are purchased through the account system. There are no additional fees for the purchase or account other than brokerage fees at the time of purchase. If a client desires to have the legend removed from their security holding between 1 and 2 years old, we will perform this process for them, charging them only the legal and transfer fees necessary to do so.

At the two-year anniversary of the security, our back office facility removes the legend from the security automatically and replaces the restricted securities in the client's account for free-trading shares, allowing them to trade on the underlying US marketplace. This process can take up to 60 days from the time of the anniversary. There are no additional charges to the clients for legend removal of 2-year-old holdings.

For previously purchased securities brought into the system by an account holder:
We currently charge an intake fee of $175.00 per certificate as administrative fees to initially bring the security into the system. If the client wants to remove the legend for sale on the US marketplace after a period of one year from the certificate issue date, we will process the necessary paperwork and charge back to the client the related legal and transfer costs. These costs normally range between $300.00 - $500.00 dollars USD.

Once the legend is removed, and the securities are sold, the client can request the funds be sent to them from within the system.

All of our procedures are online and brokerage fees and wire transfer fees are within international standards.

We do not work with the North American brokerage system, and therefore, none of our services are integrated with any of the financial institutions or products in use there.

We do not operate in North America and do not have representatives or offices in North America.


Doing it Right
at Regulation-S.com

To protect you, the Investor, Regulation-S.com insists that all companies on the Regulation-S.com Exchange adhere to strict criteria:

  • Fully reporting, meaning that the company must disclose to the public any share issuances done under Regulation S during the previous quarter; or
  • Willing to issue a press or public statement as to the issuance of shares for a fundraising under Regulation S to the public by an acceptable means - meaning accessible online to the general public, either through a press release or by a statement on the company website.
  • Current and 6 month historical trading volume of USD $50,000.00 per day in trading volume calculated as ($ Share price) x (# shares traded).
  • Demonstrates and states, with full corporate liability, the amount of dilution in unregistered securities transactions. Regulation-S.com does not accept clients with too high of a percentage of shares issued under the Regulation S exemption, nor does it normally participate in issues of shares that will account for more than 9.5% of the issuing companies total issued and outstanding shares in that company.

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