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Securities laws traditionally protect investors by establishing disclosure requirements for issuers under the philosophy that investors should have access to all necessary information regarding publicly available securities, which is done by the adoption of a registration process requiring issuers to disclose information on all significant factors of their businesses. By balancing the costs and benefits of existing disclosure requirements, multiple securities legislation provides for transactions that are exempted from registration. This paper offers a comparative analysis of the legislative and regulatory standards for one specific exemption from securities registration present in both the U.S. and the Brazilian capital markets: the exemption applicable to restricted offerings. These two countries, comprising the largest capital markets in North and South America, respectively, have a registration process for public offerings and also an exemption from it, depending on the size and type of the offerings as well as the sophistication of the buyers.