Securities Act of 1933: Federal law requiring registration of securities offerings and establishing disclosure requirements, including key exemptions for private placements often used in convertible note transactions.
Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing ongoing reporting requirements for certain securities issuers.
Regulation D: SEC rules providing safe harbor exemptions from securities registration, particularly Rule 506 which is commonly used for private placements in convertible note offerings.
JOBS Act: Legislation that eases securities regulations for smaller companies, including provisions for crowdfunding and expanded access to capital markets.
Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities to protect investors from fraudulent activities.
State Usury Laws: State-specific regulations that set maximum legal interest rates for loans and financial instruments.
Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, often relevant as many startups are incorporated in Delaware.
Internal Revenue Code: Federal tax laws governing the treatment of convertible debt, including rules on debt versus equity classification and Original Issue Discount (OID).
Uniform Commercial Code Article 9: Laws governing secured transactions, including the creation and perfection of security interests in convertible notes.
Truth in Lending Act: Federal law requiring disclosure of credit terms and standardizing the manner in which costs associated with borrowing are calculated and disclosed.
Investment Company Act: Federal law regulating investment companies and potentially affecting convertible note structures if certain thresholds are met.
ERISA: Federal law governing employee benefit plans, relevant when pension funds are potential investors in convertible notes.
