In the US, offerings of securities must be registered with the SEC or made pursuant to an exemption from registration. Regulation S provides an exemption for issuers to offer and sell securities in offshore transactions.  Regulation S has two general conditions: (i) the offer or sale must be made in an offshore transaction; and (ii) there are no “directed selling efforts” – activity which could have the effect of conditioning the market in the United States.  VC funds can consider whether a certain offering of its fund interests outside the US can qualify for exemption under Regulation S.  VC funds should consult counsel to determine whether an offering qualifies for the Regulation S exemption and whether the offering complies with the laws of the overseas jurisdiction where the offering takes place.