Jurisdiction(s):
United Kingdom

Key definition

Delivery definition

What does Delivery mean? Delivery, in practice, is the seller handing over possession or control of goods to the buyer or the buyer’s agent at the agreed time and place. In the UK and Ireland it is defined in statute as the voluntary transfer of possession from one person to another (sale of goods Act 1979, s 61(1); Sale of Goods Act (Northern Ireland) 1979; Sale of Goods Act 1893 (Ireland), as amended). Delivery concerns possession and is distinct from the passing of property (title). Key features include actual delivery, constructive delivery (for example, to a carrier or by attornment), and symbolic...

US Regulation S explained for UK capital markets lawyers: safe harbours, offshore transactions, directed selling efforts, resale rules and LSE settlement practice

Published by a LexisNexis Corporate expert

Practice notes

This Practice Note offers a concise overview of the principal features of Regulation S and the practical considerations of relying on Regulation S for English and other non‑US lawyers; it is not intended as an exhaustive discussion of Regulation S.

Background and scope of Regulation S

Adopted in 1990, Regulation S was introduced to clarify the extraterritorial reach of the registration and prospectus Delivery obligations under the US Securities Act of 1933, as amended (the Securities Act).

The rule rests on a straightforward principle: any offer or sale of securities conducted within the United States of America (United States) is potentially subject to the registration and prospectus delivery Requirements of Section 5 of the Securities Act (Section 5), while any offer or sale made outside the United States is not.

Putting that premise into practice for international offerings is more complex.

Regulation S sets out two non‑exclusive safe harbours for particular transactions: one primarily for issuers and distributors of securities, and another for resales of securities.

Offers and sales that satisfy all requirements of the relevant safe harbour are deemed to occur outside the United States and,...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Thomas Vita

Norton Rose Fulbright

Thomas Vita is a New York-qualified corporate finance lawyer based in London. He leads the US corporate finance team in London, which specialises in US legal advice in international securities offerings, M&A transactions and other corporate finance matters. Tom has extensive experience in international securities transactions, including initial public and follow-on SEC registered and Rule 144A offerings, investment grade and high-yield debt issues, privatisations, tender offers, exchange offers and rights offerings. Tom has represented leading global investment banks and issuers on transactions in the United States, the United Kingdom, continental Europe, Latin America, the Middle East and Africa. ...

Web page updated on 21/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...