Why an Exempt or Hybrid Offering 2018.  In this microtalk, we discuss the various reasons why an issuer, whether a public company or a privately held company, may prefer to undertake an exempt or hybrid offering as a means of raising capital.

Private Placements Overview.  In this microtalk, we provide an overview of the regulatory framework applicable to exempt, or private, offerings, focusing principally on Section 4(a)(2) of the Securities Act.

Application of Regulation M to Exempt and Hybrid Offerings.  In this microtalk, we provide an overview of the antimanipulation rules under Regulation M.

Securities Exchange 20 Percent Rule.  In this microtalk, we discuss the shareholder approval requirements of the securities exchanges, which often are referred to collectively as the 20% rule.

Issues Arising in Connection with Private Placements and Public Offerings Conducted in Close Proximity

Crowdfunding and Regional Offerings.  In this microtalk, we discuss Regulation CF.

Regulation A.  In this microtalk, we discuss the Regulation A offering framework.

Public Hybrid Transactions.  In this microtalk, we discuss registered direct transactions.

Conducting Institutional Private Debt Placements.

PIPE Transactions.  In this microtalk, we discuss the basic structure of a PIPE, or private placement by an already public company.

Venture Private Placements.  In this microtalk, we discuss the typical terms of VC financings.

Staying Private.  In this microtalk, we discuss the trend toward remaining private longer and deferring an IPO, and the related legal considerations.

Rule 701.  In this microtalk, we discuss the most-used exemption for stock-based compensation issuances to employees and consultants by privately held companies, Rule 701.

Regulation S.  In this microtalk, we discuss the exclusion from the Section 5 registration requirements available under Regulation S for sales to non-U.S. persons in offshore offerings.

Rule 144A.  In this microtalk, we discuss the exemption available under Rule 144A of the Securities Act for resales of certain securities to qualified institutional buyers.

Rule 144.  In this microtalk, we discuss the Rule 144 safe harbor for resales of control and restricted securities.

Resale Exemptions. In this microtalk, we discuss the most commonly relied upon resale exemptions.

Rule 506.  In this microtalk, we discuss the Rule 506 safe harbor under Regulation D.