Exempt and Hybrid Securities Offerings

Exempt and Hybrid Securities Offerings is both a comprehensive reference on exempt and hybrid securities offerings, including the history and evolution of exempt offering exemptions, and a practical handbook, with step-by-step guides, practice pointers, and forms.

For lawyers and businesspeople seeking to undertake capital raising transactions, the book provides a plain English, user-friendly explanation of key concepts relating to exempt securities offerings and public offerings having certain characteristics usually associated with private offerings, as well as a discussion of legal issues, documentation, and market trends for the most important types of securities offerings.

The book gives practical guidance for each principal type of exempt offering: private placements; venture capital financings; institutional debt private placements; PIPE transactions; structured PIPE transactions; Regulation A offerings; crowdfunding transactions; registered direct offerings; continuous offering programs (privately placed MTN programs and banknote programs); and more.

Exempt and Hybrid Securities Offerings also includes a volume of more than fifty practical forms, including sample agreements, checklists, timelines, questionnaires, and letters. Purchasers will also receive a link to downloadable versions of the forms.

Release #1 of the Fourth Edition has been comprehensively updated to address important market and practice developments affecting exempt offerings. Including:

• Trends in the PIPE transaction market, registered direct offering market, and trends in at-the-market offerings
• Proposed changes to the accredited investor definition
• Proposed changes to Regulation D, Form D and the Section 12(g) threshold
• Changes to the NVCA forms
• Amendments to Regulation M
• Enforcement activity relating to Regulation M
• Amendments to the rules of the securities exchanges relating to shareholder approval requirements
• FINRA Notice to Members 23-08 relating to Private Placements
• FINRA and other enforcement actions relating to private placements
• The introduction of Rule 145a