Securities Act of 1933: Federal law governing private placements of securities, especially Section 4(a)(2) which provides exemption for private offerings. Critical for ensuring the stock sale complies with federal registration requirements.

Securities Exchange Act of 1934: Federal law regulating secondary market transactions and establishing SEC oversight. Relevant for ongoing reporting requirements and transfer restrictions.

Rule 144: SEC rule providing safe harbor for private resale of securities. Establishes holding periods and conditions for resale of restricted securities.

Regulation D: Set of SEC rules providing exemptions for private placement offerings, establishing requirements for disclosure and qualification of investors.

Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities to protect investors from fraudulent activities. Requirements vary by state.

State Corporation Laws: State-specific laws governing corporate formation and operation, including stock issuance and transfer requirements (e.g., Delaware General Corporation Law if Delaware corporation).

Internal Revenue Code: Federal tax laws affecting stock transfers, including provisions related to capital gains, tax basis, and reporting requirements for private stock sales.

UCC Article 8: Uniform Commercial Code provisions governing investment securities, including rules for transfer and ownership of securities.

UCC Article 9: Uniform Commercial Code provisions governing secured transactions, relevant if the stock is being used as collateral or security.

Transfer Restrictions: Company-specific restrictions found in bylaws, shareholder agreements, and articles of incorporation, including rights of first refusal and other transfer limitations.

SEC Disclosure Requirements: Federal requirements for information that must be disclosed to buyers in private stock sales, including material information about the company and risks.