Securities Act of 1933: Primary federal law governing private placements and securities offerings, particularly Sections 4(a)(2) and Regulation D for exemptions from registration requirements

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing reporting requirements for public companies

Regulation CF: Federal crowdfunding regulation allowing companies to offer and sell securities through crowdfunding

Rule 506 of Regulation D: Common safe harbor for private placement exemptions, allowing companies to raise unlimited capital from accredited investors

Blue Sky Laws: State-specific securities regulations requiring registration or exemption at the state level where securities are offered

State Corporate Laws: Laws governing corporate formation and operation in the state of incorporation (e.g., Delaware General Corporation Law)

IRC Section 1272: Internal Revenue Code section governing Original Issue Discount (OID) rules for debt instruments

IRC Section 409A: Tax code section regulating deferred compensation and valuation requirements for conversion rights

IRC Section 163(j): Tax provision limiting business interest expense deductions

UCC Article 9: Uniform Commercial Code article governing secured transactions and security interests in personal property

State Usury Laws: State-specific regulations limiting maximum allowable interest rates on debt instruments

Truth in Lending Act: Federal law requiring disclosure of key terms and costs in lending transactions

Investment Company Act: Federal law that may affect convertible note structures if the issuer could be deemed an investment company