Chapter 8: Unorthodox Securities Transactions
§ 8.1 Unorthodox Securities Transactions
§ 8.2 Mergers
§ 8.3 Reclassifications
§ 8.4 Spin-Offs
§ 8.5 Partnership “Roll-Ups”
§ 8.6 Shelf Registrations
§ 8.6.1 Issuer Requirements for the Use of Form S-3
§ 8.6.2 Shelf Registration for Selling Security Holders (Rule 415(a)(1)(i))
§ 8.6.3 Shelf Registration for a Cash Offering (Rule 415(a)(1)(x))
§ 8.6.4 Shelf Registration for Acquisitions (Rule 415(a)(1)(viii))
§ 8.7 “Piggy-Back” Registration Rights
§ 8.8 Employee Benefit Plan Transactions
§ 8.8.1 Do They Involve the Offer or Sale of a Security?
§ 8.8.2 Registration on Form S-8
§ 8.9 Stock Bonuses
§ 8.10 Foreclosure Sales
§ 8.10.1 Foreclosure Sales in Stock of a Privately Held Company
§ 8.10.2 Foreclosure Sales in Stock of a Publicly Held Company
§ 8.11 Securities Exchange as a “Forced Sale”
§ 8.12 Concurrent Public and Private Transactions
§ 8.12.1 Integration
§ 8.12.2 SEC Rules 152 and 155
§ 8.12.3 SEC Release 33-8828 (Aug. 3, 2007)
§ 8.12.3A PIPE Offerings
§ 8.12.4 Exxon Capital and A/B Exchanges
§ 8.13 Reverse Mergers and Going Public
§ 8.14 Odd-Lot Tender Offers