Securities Act of 1933 and Regulation D: Primary federal law governing private placements, including registration exemptions and disclosure requirements. Regulation D provides safe harbor provisions for private offerings.
Securities Exchange Act of 1934: Governs secondary market trading and contains anti-fraud provisions applicable to private placements.
Rule 144A: Provides a safe harbor from registration requirements for private resales of securities to qualified institutional buyers (QIBs).
Regulation S: Provides rules for offshore offerings and sales of securities outside the United States.
FINRA Rules 5123 and 5122: Regulatory requirements for private placements of securities and member private offerings, including filing and disclosure obligations.
Investment Company Act of 1940: Relevant when the issuer could be classified as an investment company, impacting structure and registration requirements.
Investment Advisers Act of 1940: Applicable when investment advisory services are included in the engagement, governing adviser registration and conduct.
State Blue Sky Laws: State-specific securities laws governing registration, disclosure, and qualification requirements for private placements.
Rule 10b-5 Anti-Fraud Provisions: Key anti-fraud rule prohibiting material misstatements or omissions in connection with securities transactions.
Professional Standards: Legal ethics rules and FINRA member conduct requirements applicable to the engagement.
Banking Regulations: Includes Bank Holding Company Act requirements and other banking regulations when placement involves financial institutions.
Anti-Money Laundering Laws: Bank Secrecy Act and USA PATRIOT Act requirements for customer identification and transaction monitoring.
Accredited Investor Rules: Definition and verification requirements for accredited investors under Regulation D, crucial for private placement eligibility.
