Securities Act of 1933: Federal law that regulates the offering and sale of securities, requiring registration and disclosure unless an exemption applies
Securities Exchange Act of 1934: Federal law governing secondary market trading of securities and establishing SEC oversight
SEC Rules and Regulations: Detailed regulatory requirements and guidelines issued by the Securities and Exchange Commission for securities transactions
Regulation D: SEC rules providing exemptions from securities registration requirements for private placement offerings
Blue Sky Laws: State-specific securities laws governing securities offerings and sales within each state's jurisdiction
State Corporate Laws: State-specific laws governing corporate formation, operation, and governance (e.g., Delaware General Corporation Law)
Internal Revenue Code Section 351: Federal tax provision governing tax-free contributions of property to corporations in exchange for stock
UCC Article 8: Uniform Commercial Code provisions governing investment securities, including transfer and delivery requirements
Corporate Governance Requirements: Rules regarding board and shareholder approvals, corporate authority, and procedural requirements for stock issuance
Transfer Restrictions: Limitations on stock transfers including right of first refusal, tag-along rights, and other restrictive provisions
Registration Rights: Contractual rights allowing stockholders to require company to register their shares for public trading
Anti-Dilution Provisions: Protections for existing shareholders against dilution of their ownership percentage from new stock issuances
