Securities Act of 1933: Federal law governing primary market transactions, including Section 4(a)(2) and Rule 506 for private placements. Required for ensuring compliance with securities registration and exemption requirements.
Securities Exchange Act of 1934: Federal law regulating secondary market trading of securities and establishing SEC oversight. Essential for understanding ongoing reporting requirements and trading restrictions.
Regulation D: SEC rules providing safe harbor for private offering exemptions from securities registration requirements. Critical for structuring private stock sales.
Rule 144: SEC rule governing resale of restricted and control securities. Important for determining transfer restrictions and resale limitations.
Blue Sky Laws: State-specific securities laws governing registration and disclosure requirements, including state-level exemptions from registration.
State Corporation Laws: State-specific laws governing corporate formation, operation, and stock issuance (e.g., Delaware General Corporation Law if Delaware corporation).
Internal Revenue Code: Federal tax provisions relating to stock transactions, including capital gains treatment and tax implications of stock transfers.
Uniform Commercial Code: Particularly Articles 8 (Investment Securities) and 9 (Secured Transactions), governing securities transfers and secured interests.
Exchange Rules: Requirements set by stock exchanges (NYSE, NASDAQ) if applicable to the transaction or company status.
FINRA Rules: Regulations governing broker-dealer involvement in securities transactions if applicable to the stock purchase.
Sarbanes-Oxley Act: Corporate governance requirements applicable to public companies, affecting stock transaction disclosure and internal controls.
Hart-Scott-Rodino Act: Antitrust review requirements for large transactions, requiring potential regulatory clearance.
CFIUS Regulations: Foreign investment review requirements when non-U.S. persons are involved in acquiring U.S. company securities.
