I still don't understand the distinction.  Whether you're a US based exchange selling to Panamanians, a Panama based exchange selling to Americans, a US based exchange selling to Americans, or a Panamanian based exchange selling to Panamanians, the rules are essentially the same.  It may determine whether the SEC or the SMV is more or less likely to be the relevant enforcer, and you might make a practical judgment there about who you'd rather go up against (The SMV tends to be more relaxed, but they also can be pressured more politically if you've pissed off the wrong person, and they have greater investigative powers as they are a unified financial regulator.  The SEC has substantially greater resources, but they're also usually more responsive and organizationally easier to deal with, they're more independent politically, but also more reliant on inter-agency cooperation), but from the neutral standpoint of this board, neither is preferable to the other.