Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, SEC Rules and Regulations, and Regulation D for private placements. These govern securities transactions and exchanges.
Tax Laws: Key tax regulations including IRC Section 351 (tax-free exchanges), Section 368 (corporate reorganizations), Section 704 (partnership allocations), and relevant state tax implications.
Corporate Laws: State-specific corporate legislation such as Delaware General Corporation Law and other state corporate statutes governing entity formation, management, and operations.
Investment Company Act: The Investment Company Act of 1940 and related regulations that may apply to investment vehicles and companies involved in the transaction.
Hart-Scott-Rodino Act: Antitrust legislation requiring review and reporting of larger transactions to ensure compliance with competition laws.
State Securities Laws: Blue Sky Laws of relevant states that govern securities transactions at the state level, complementing federal securities regulations.
Uniform Commercial Code: Particularly Articles 8 (securities) and 9 (secured transactions) governing commercial transactions and security interests.
Employment Laws: Federal and state employment regulations that become relevant when the transaction involves transfer or impact on employees.
Intellectual Property Laws: Laws governing the transfer and protection of intellectual property assets, including patents, trademarks, copyrights, and trade secrets.
Environmental Laws: Environmental regulations and liability considerations, particularly relevant when real property or environmental risks are part of the transaction.
