Securities Act of 1933 (Regulation D): Primary federal legislation governing private placements, particularly Regulation D which provides exemptions from registration requirements for private offerings. Contains key rules like 506(b) and 506(c) for different types of private placements.
Securities Exchange Act of 1934: Regulates secondary market trading and contains important anti-fraud provisions, including Rule 10b-5, which are crucial for private placement disclosure requirements.
Investment Company Act of 1940: Relevant if the issuer could be classified as an investment company, providing important exemptions and regulatory requirements for certain investment vehicles.
Investment Advisers Act of 1940: Applicable if investment advice is provided as part of the private placement, regulating the conduct of investment advisers.
State Blue Sky Laws: State-specific securities regulations that may require additional registration, disclosure requirements, and investor qualification standards for private placements.
Accredited Investor Rules: Defined under Rule 501 of Regulation D, establishes income, net worth, and sophistication requirements for investors in private placements.
JOBS Act: Legislation that modified private placement rules, particularly regarding general solicitation and crowdfunding provisions.
Bank Secrecy Act: Requires financial institutions to assist government agencies in detecting and preventing money laundering in private placement transactions.
Anti-Money Laundering (AML) Regulations: Compliance requirements to prevent money laundering and verify the identity of investors in private placements.
FINRA Rules: Regulatory requirements applicable when broker-dealers are involved in the private placement offering process.
