Fourth Edition
Practising Law Institute’s Exempt and Hybrid Securities Offerings is the first practical, accessible resource to provide comprehensive legal, regulatory, and procedural guidance regarding these increasingly popular offering methodologies.
For more information, visit PLI’s website.
OVERVIEW
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.
The Fourth Edition has been comprehensively updated to cover all of the latest developments:
- The trend toward companies remaining private longer and deferring their IPOs
- The increased reliance on private placements and exempt offerings to raise capital and the fact that in the United States the amounts of capital raised in exempt offerings now vastly exceeds the amounts raised in SEC registered public offerings
- The need by private companies to provide liquidity to employees and early holders through secondary markets and the growth in private secondary markets
- The proliferation of exempt offering alternatives following the JOBS Act, like Regulation A, crowdfunding, and Rule 506(c)
- Changes to the securities law integration framework
- Changes to the exempt offering framework as a result of the SEC’s amendments in 2020, which became effective in 2021
- Changes to Rule 701 and proposed amendments to Rule 701 and Form S-8
- Proposed amendments to Rule 144
- SEC Staff guidance regarding the types of communications that constitute “general solicitation”
- New communications safe harbors
- New SEC Staff guidance relating to equity lines of credit
- Changes in market practice relating to PIPE transactions and structured PIPE transactions
- Changes to FINRA rules relating to private placements and the related communications
- Changes to the NYSE and Nasdaq shareholder vote rules related to private placements
WHAT OTHERS SAY ABOUT OUR TREATISE
“For many years, “PIPE” was a four-letter word. Anna Pinedo and Jim Tanenbaum, by their thorough and practical analysis of PIPE offerings and related capital formation transactions, such as equity lines, 144A offerings, registered directs, and at-the-market offerings, have given these fund-raising alternatives legitimacy and transparency. Their treatise is a must for any transactional lawyer who wants to be up-to-speed on the latest financing techniques.”
– Stanley Keller, Locke Lord LLP
“It’s an extremely helpful, thorough, thoughtful and well organized work. Answers just about any question you might want to ask.”
– Professor Joseph Grundfest, Stanford Law School
“Companies and investors often find that they can best meet their needs by engaging in securities transactions not registered with the SEC. Companies are better able to take advantage of market windows, and investors may be able to get a better price in exchange for giving up liquidity until some future time. In their new book Exempt and Hybrid Securities Offerings, Anna Pinedo and Jim Tanenbaum cover in an accessible and logical fashion the statutes, rules, and lore that make exempt offerings possible. They then apply the regulatory framework to the most important varietys of exempt transactions, including PIPEs, and expand the discussion to include marketing, documentation, SRO, resale, and liability considerations. This is an important contribution to understanding why and how these transactions take place.”
– Joseph McLaughlin, Sidley Austin LLP, author of Corporate Finance and the Securities Laws (Wolters Kluwer)
“Exempt and Hybrid Securities Offerings is an essential resource for practicing securities lawyers. Jim Tanenbaum and Anna Pinedo have distilled years of experience with exempt and hybrid securities offerings into an easy-to-use three volume resource, which includes outstanding forms and insightful, practical guidance. The book is a must-read guide for practitioners that is written by practitioners, covering the nuts and bolts as well as the latest developments in the rapidly evolving world of exempt and hybrid offerings. Given that understanding the regulatory and market considerations for exempt and hybrid securities offerings is critical to serving any clients who seek to raise capital, no one should be without Exempt and Hybrid Securities Offerings on their shelf.”
– David Lynn, Morrison & Foerster LLP, former chief counsel of the US Securities and Exchange Commission’s Division of Corporation Finance
“Packed with lucid front lines insight and loaded with helpful forms and no action letters. A real treasure.”
– Professor Lawrence Cunningham, George Washington University Law School
“Anna Pinedo and Jim Tanenbaum have produced a clear and comprehensive treatise on securities exempt from the registration requirements of (Section 5 of) the Securities Act. Novices will appreciate the ease with which they can find answers to particular problems, while veterans will marvel at the systematic treatment and clear-headed thinking reflected in these materials. Inasmuch as there is no sign that the market for these private and hybrid offerings will shrink in important in the world of finance, every commercial and corporate lawyer would do well to have a copy of Exempt and Hybrid Securities Offerings at hand.”
– Professor Saul Levmore, University of Chicago Law School
“It’s the best book out there on hybrid securities offerings–an area of increasing importance considering the moribund state of the traditional public offering market. A ‘must have’ for the library of all securities attorneys.”
– Professor William Sjostrom, University of Arizona
“Globalized markets, twenty-four-hour trading, new categories of investors, and new types of securities communicated at breathtaking speed by the Internet have destroyed the classic distinctions between public and private offerings and public and private companies. Pinedo and Tanenbaum have recognized the blurring of these lines and how it is transforming the practice of securities law. Their treatise is a must for any lawyer who wants to understand the law and lore governing today’s new and evolving financing alternatives.”
– Bruce Mann, ABA Federal Regulation of Securities Committee
“With the JOBS Act and other federal legislation, and myriad new SEC regulations, the securities practitioner is faced with an eye chart of alternatives. Selecting an approach to raising capital that maximizes the client’s flexibility and provides a forward-looking path for future capital rounds requires an understanding of the individual exemptions from registration, registration alternatives and hybrid options. Anna Pinedo and Jim Tanenbaum have both presented and synthesized the features of this complex new landscape in a logical and instructive manner. Their new three-volume treatise Exempt and Hybrid Securities Offerings is an indispensable guide that offers securities lawyers what they need to know to navigate this landscape by providing all of the law and literature on this subject in a thorough and accessible manner.”
– Gregory Yadley, Shumaker, Loop & Kendrick LLP, member, SEC Advisory Committee in Small and Emerging Companies and former Chair, ABA Middle Market and Small Business Committee
“It is a rather remarkable book, far more ‘forward thinking’ than the usual treatise.”
– Donald Langevoort, Georgetown Law