Securities Act of 1933: Federal law governing the initial offering and sale of securities, requiring registration unless an exemption applies. Critical for structuring founder equity issuance.
Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing reporting requirements for companies with registered securities.
Rule 144: SEC rule providing a safe harbor for private resale of securities, particularly important for restrictions on founder stock transfers.
Regulation D: SEC regulations providing exemptions from federal registration requirements for private placement of securities, commonly used in founder equity issuance.
Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities at the state level, requiring compliance in addition to federal regulations.
Delaware General Corporation Law: Comprehensive state law governing corporate affairs in Delaware, often the preferred jurisdiction for incorporation and corporate governance.
IRC Section 83: Tax code section governing the taxation of property transferred in connection with performance of services, including equity compensation.
IRC Section 409A: Tax code section regulating deferred compensation arrangements, including certain equity grants, with significant penalties for non-compliance.
IRC Section 351: Tax code provision allowing tax-free contributions to corporations in exchange for stock, commonly used in initial founder equity issuance.
ERISA: Federal law governing employee benefit plans, relevant if founder equity is part of a broader employee benefit arrangement.
IP Assignment Provisions: Legal framework governing the assignment of intellectual property rights from founders to the company, crucial for protecting company assets.
Work-for-Hire Doctrine: Legal concept determining ownership of copyrightable works created by employees or contractors, important for founder-created IP.
SEC Disclosure Requirements: Federal regulations mandating specific disclosures in securities offerings and ongoing reporting obligations.
Uniform Commercial Code: Standardized state laws governing commercial transactions, including provisions affecting security interests and transfer restrictions.
