Securities Act of 1933: Federal law requiring registration of securities offerings and mandating disclosure requirements, unless an exemption applies. Critical for ensuring the conversion rights comply with federal securities regulations.
Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing SEC oversight. Relevant for reporting requirements and anti-fraud provisions in securities transactions.
Regulation D: SEC rules providing exemptions from registration requirements, particularly Rules 504, 506(b), and 506(c). Essential for private placement considerations in loan conversion.
Blue Sky Laws: State-specific securities laws governing registration, disclosure requirements, and exemptions. Must be considered alongside federal regulations.
State Corporation Laws: Laws governing corporate actions in the state of incorporation, including requirements for authorized shares and corporate approvals for conversion transactions.
Internal Revenue Code: Federal tax laws governing debt-to-equity conversions, including provisions on debt forgiveness and Original Issue Discount (OID) rules.
Uniform Commercial Code Article 9: Governs secured transactions and the perfection of security interests in the context of debt instruments and their conversion.
Federal Reserve Regulation U: Regulations concerning margin requirements and lending practices that may apply to certain loan conversion scenarios.
Sarbanes-Oxley Act: Corporate governance requirements applicable to public companies, affecting disclosure and internal control requirements in conversion transactions.
Bankruptcy Code: Federal laws affecting the treatment of debt conversion rights in bankruptcy scenarios and the enforcement of conversion provisions.
