Securities Act of 1933: Federal law governing the initial offering and sale of securities, including registration requirements and exemptions for private placements
Securities Exchange Act of 1934: Federal law regulating secondary market trading and establishing SEC oversight of securities transactions
Internal Revenue Code: Federal tax regulations affecting stock transactions, including capital gains treatment and tax implications of stock transfers
State Corporation Laws: State-specific laws governing corporate formation, operation, and governance requirements for closely held corporations
Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities within each state's jurisdiction
State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation
Uniform Commercial Code: State-adopted uniform laws governing commercial transactions, including Article 8 relating to investment securities
Rule 144: SEC rule providing a safe harbor for private resales of securities, particularly important for restricted stock
Section 4(a)(2): Securities Act exemption for private placement transactions not involving public offerings
Section 1202: Internal Revenue Code section providing tax benefits for Qualified Small Business Stock (QSBS)
Section 368: Internal Revenue Code provisions governing tax-free reorganizations and their implications for stock transfers
Corporate Governance Documents: Existing corporate documents including Articles of Incorporation, Bylaws, and current shareholder agreements that must be considered
Rights of First Refusal: Contractual provisions giving existing shareholders priority rights to purchase shares before they can be sold to third parties
