* [The introductory Note was prepared for International Legal Materials by Emmanuel Gaillard, I.L.M. Corresponding Editor for France, Professor of International Commercial Law and European Counsel to Shearman & Sterling, Paris, and by William L. Lee, Shearman & Sterling, Paris.]

1 See, too, Regulation D, the note to which states: Generally, transactions otherwise meeting the requirements of an exemption will not be integrated with simultaneous offerings being made outside the United States effected in a manner that will result in the securities coming to rest abroad.

(1) For certain issuers, offerings may be made to U.S. employees pursuant to an exemption from registration under the ‘33 Act.