In this guide, our transactional lawyers share their insight and knowledge on PIPE deals including the key advantages of using PIPEs, why and how they are used. We also cover the key considerations for investors, and highlight any potential legal or regulatory hurdles an investor or issuer might face. We hope you find this guide useful.
Topics covered:
- Is it possible to avoid pre-emption rights?
- Is there a limitation on issuance of shares at a discount (limit on % stake &/or % discount)?
- What measures are available for PIPE investors over and above the rights available to other shareholders?
- Does PIPE trigger a takeover?
- What is the free float requirement?
- Do you need a prospectus or other registration statement?
- Do you need the approval of the existing shareholders?
- Any specific limitations on due diligence (due to insider trading restrictions)?
- Any key PIPE terms that may be required by investors or issuers?
- Any other potential obstacles in implementing PIPEs, etc.
We will be happy to provide more details of the rules and practice in any jurisdiction.
NOTE: The content of this guide is current as of 1 May 2020; the high-level guidance in this document is not intended to be comprehensive legal advice. We will be keeping this resource up to date, and also adding more jurisdictions over time, so we encourage you to refer to the most recent report available on this page.
