8.4 Legal Provisions of Private Placements

The private placement = the securities' selective offer to the identified-and-limited investors (the institutions, the high-networth faces) — outside the public-offering regime but inside the regulation's net: the investor-number-and-type caps (the prescribed maximums — the "public" definition's trigger-line), the disclosure's lighter touch (the private-information memorandum vs the prospectus), the pre-emption-and-approval faces (the Companies Act's-and-SEBON's ruleson the placements' size-and-locks), the lock-in-and-transfer restrictions (the private paper's illiquidity-by-design — the public-resale control), and the preferential-allotment issues (the listed companies' private placements to the promoters-and-strategics — the price-and-voting disciplines, the minority's protection faces).