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Our Global PIPE Guide sets out a comparison of the key features and requirements applicable to PIPE deals in a number of jurisdictions around the globe.

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:

  1. Is it possible to avoid pre-emption rights?
  2. Is there a limitation on issuance of shares at a discount (limit on % stake &/or % discount)?
  3. What measures are available for PIPE investors over and above the rights available to other shareholders?
  4. Does PIPE trigger a takeover?
  5. What is the free float requirement?
  6. Do you need a prospectus or other registration statement?
  7. Do you need the approval of the existing shareholders?
  8. Any specific limitations on due diligence (due to insider trading restrictions)?
  9. Any key PIPE terms that may be required by investors or issuers?
  10. 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.

Author

David Allen is a partner in the Firm's London office, leading the Firm's private equity & funds team in London and globally. David's team won "Private Equity Team of the Year" in the 2016 British Legal Awards and was shortlisted for "Private Equity Team of the Year" in 2018 and 2017 in the British Legal Awards and Legal Business Awards respectively.

Author

Michael F. DeFranco currently serves as Chair of the Firm's Global M&A Practice Group. He advises clients on transactional matters, including mergers and acquisitions, securities law compliance, corporate governance issues and disclosure concerns. His extensive experience includes representing multinational companies in both public and private acquisitions and divestitures.

Author

Michael Foundethakis is the global chair of Baker McKenzie’s Banking & Finance Practice Group. In addition, he heads Banking & Finance in Paris and acts as global head of Trade & Export Finance. Mr. Foundethakis is highly recommended as a leading banking and finance lawyer by Chambers Global, Legal 500, JUVE and IFLR. Additionally, he was the exclusive winner of the ILO Client Choice Award2011 in Banking for Germany. A team led by Michael Foundethakis was awarded Banking, Finance & Restructuring Team of the Year at The African Legal Awards 2015.

Author

Andrea Kennedy is a partner in the Corporate Markets Practice Group of the Firm's Melbourne office, where she advises on telecommunications, M&A, and government and regulated industry work, among others. She has over 20 years of experience in top-tier law firms and has held in-house legal positions in Australia and internationally.

Author

James P. O’ Brien chairs the Firm’s Global Projects Practice Group. He serves as counsel in major project and infrastructure transactions such as power generation and waste recycling facilities. Both on behalf of project sponsors and lenders, Mr. O’Brien has led moving complex projects through development, project financing and operation. He has also been lead counsel on limited recourse project financings, using traditional bank debt, leveraged leases and Rule 144A capital markets issues. And during project development, he has successfully managed complex siting, permitting and transaction issues.

Author

Koen Vanhaerents joined Baker McKenzie in 1987 and was admitted to the Brussels’ bar in the same year. He was made partner in 1994. Koen Vanhaerents has an extensive Mergers & Acquisitions, Private Equity, Securities and Corporate Finance practice. From October 2009 to October 2014, Koen Vanhaerents was a member of the Firm’s Global Executive Committee and Chairman of the EMEA Region of the Firm. Since October 2014, he is Head of Global Capital Markets Practice Group.