Federal Securities Laws: Including Securities Act of 1933, Securities Exchange Act of 1934, Rule 701 for equity compensation exemption, and Regulation D for private placement rules. These laws govern the issuance and trading of securities, including startup equity.
Tax Laws: Internal Revenue Code Sections 409A (deferred compensation) and 83 (property transferred for services), plus tax implications for different types of stock options (ISOs vs. NSOs). These determine the tax treatment of equity compensation.
Employment Laws: Fair Labor Standards Act (FLSA) and state-specific employment laws, including employee vs. independent contractor classifications. These affect how equity can be distributed to different types of workers.
Corporate Laws: Delaware General Corporation Law (if Delaware incorporated) and state-specific corporate laws, plus company bylaws and charter requirements. These govern the basic framework for issuing equity.
SEC Requirements: Securities and Exchange Commission requirements including registration requirements, disclosure obligations, and exemption qualifications for equity issuance.
Blue Sky Laws: State-specific securities laws including registration and disclosure requirements that vary by state. These must be complied with in addition to federal securities laws.
Intellectual Property Considerations: Assignment of invention provisions and confidentiality requirements that often accompany equity agreements, especially in technology startups.
Corporate Governance: Board approval requirements, shareholder rights, and voting agreements that affect how equity is issued and managed within the company structure.
