Securities Act of 1933: Primary federal legislation governing securities offerings, particularly Sections 4(a)(2) and Regulation D for private placements and exemptions
Securities Exchange Act of 1934: Federal law governing secondary market trading and ongoing reporting requirements for securities
Regulation D: SEC rules providing exemptions from registration requirements, especially Rules 506(b) and 506(c) for private offerings
Regulation S: Rules governing offshore securities offerings and sales to foreign investors
Blue Sky Laws: State-specific securities laws governing registration, exemptions, and disclosure requirements within each state
Investment Company Act of 1940: Federal legislation governing investment companies and preventing inadvertent classification as an investment company
JOBS Act: Legislation affecting private placements and crowdfunding provisions for securities offerings
Accredited Investor Rules: SEC definitions and verification requirements for qualified investors in private offerings
Internal Revenue Code: Federal tax laws affecting note offerings, including FATCA compliance for foreign investors
Anti-Money Laundering Laws: Including Bank Secrecy Act and USA PATRIOT Act requirements for investor verification and monitoring
State Contract Law: State-specific rules governing contract formation and enforcement
Uniform Commercial Code: Standardized state laws governing commercial transactions, including provisions for negotiable instruments
Consumer Protection Laws: Federal and state regulations protecting retail investors in securities offerings
