Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, SEC Rules and Regulations, and Regulation D for private placements. These laws govern the issuance and transfer of securities at the federal level.
Blue Sky Laws: State-specific securities regulations, including state registration requirements and disclosure requirements that vary by jurisdiction. These must be complied with in addition to federal securities laws.
Corporate Law: State-specific corporate laws such as Delaware General Corporation Law (if applicable) and other state incorporation laws that govern corporate structure, operations, and shareholder rights.
Tax Laws: Internal Revenue Code, state tax regulations, and specific provisions like IRC Section 351 for tax-free contributions to corporations. These determine the tax implications of share transfers and contributions.
Corporate Governance: Internal corporate documents including Articles of Incorporation, Bylaws, existing shareholder agreements, and board resolutions that govern company operations and shareholder relationships.
Antitrust Laws: Including Hart-Scott-Rodino Act, Federal Trade Commission regulations, and state antitrust laws that govern competition and prevent monopolistic practices in share acquisitions.
Employment Laws: Including ERISA and SEC Rule 701, particularly relevant if shares are being contributed as part of employment arrangements or compensation packages.
Contract Law: State-specific contract laws and the Uniform Commercial Code (UCC) that govern the formation and enforcement of the share contribution agreement itself.
