The ability to conduct a public offering outside the US without triggering the onerous requirements of US registration depends largely on the offer not being targeted at US persons. Similarly, the ability to conduct a US private placement depends upon avoiding general solicitation of investors and the advertising of the offering materials.
Before the internet age, one could avoid US regulation by refraining from sending offering materials by mail into the US, conducting promotional seminars in the US, advertising in the US and making a transatlantic sales pitch.
