Securities Act of 1933: Federal law governing initial public offerings and securities registration, including registration requirements, exemption provisions (Regulation D), and disclosure requirements for new securities issuances
Securities Exchange Act of 1934: Federal law regulating secondary market trading, including ongoing reporting requirements, anti-fraud provisions, and securities transfer restrictions
Internal Revenue Code: Federal tax legislation addressing tax implications of share issuance, capital gains considerations, and stock transfer tax issues
Investment Company Act of 1940: Federal law regulating investment companies and their activities, which may be relevant depending on the nature of the business
State Corporate Laws: State-specific laws (such as Delaware General Corporation Law) governing corporate governance requirements, shareholder rights, and share issuance procedures
Blue Sky Laws: State-specific securities laws governing registration requirements, exemption provisions, and disclosure requirements within each state
SEC Regulations: Federal regulatory framework including Regulation D (private placement rules), Regulation S (offshore offerings), and integration rules
Stock Exchange Rules: Rules set by stock exchanges regarding listing requirements and corporate governance standards, if applicable to the company
FINRA Rules: Regulations governing broker-dealers and their involvement in securities transactions
Anti-dilution Provisions: Legal provisions protecting existing shareholders from dilution of their ownership percentage due to new share issuances
Preemptive Rights: Rights of existing shareholders to maintain their proportional ownership by participating in new share offerings
Tag-along and Drag-along Rights: Provisions allowing minority shareholders to join in (tag-along) or requiring them to join in (drag-along) the sale of shares by majority shareholders
Board Composition Requirements: Legal and regulatory requirements regarding the structure and composition of the company's board of directors
Voting Rights Regulations: Laws and regulations governing shareholder voting rights and procedures
Transfer Restriction Rules: Regulations and provisions governing the transfer of shares and any applicable restrictions
Information Rights: Legal requirements regarding shareholder access to company information and financial reports
Exit Provisions: Legal framework governing shareholder exit mechanisms, including put options, sale rights, and IPO provisions
