Securities Act of 1933: Primary federal law governing securities offerings, particularly Section 4(a)(2) and Regulation D for private placements. Establishes registration requirements and exemptions for securities offerings.
Securities Exchange Act of 1934: Regulates secondary market trading and establishes SEC oversight. Important for ongoing reporting requirements and anti-fraud provisions.
Regulation D: SEC rules 504, 506(b), and 506(c) providing safe harbors for private placement exemptions, including rules for accredited investors and offering limits.
State Blue Sky Laws: State-specific securities regulations that may require additional registration, exemption filings, or disclosures depending on the state where securities are offered.
Delaware General Corporation Law: Fundamental corporate law framework if company is Delaware-incorporated, governing corporate structure and stock issuance requirements.
Internal Revenue Code Section 83: Tax provisions governing stock issued to employees and service providers, including vesting implications and tax treatment.
Internal Revenue Code Section 409A: Regulations concerning deferred compensation, including stock options and equity compensation structures.
Investment Company Act of 1940: Regulations that may apply if the issuing company could be classified as an investment company, imposing additional requirements.
Sarbanes-Oxley Act: Corporate governance and financial disclosure requirements applicable to public companies or companies planning to go public.
JOBS Act: Legislation affecting private placements and crowdfunding, providing additional flexibility for certain types of offerings.
SEC Filing Requirements: Various federal filing obligations including Form D for private placements and other required disclosures.
Integration Rules: SEC guidelines determining when multiple offerings must be integrated and treated as a single offering for regulatory purposes.
Company Governing Documents: Internal corporate documents including bylaws, charter, and existing shareholder agreements that may affect stock issuance.
