Federal Securities Laws: Securities Act of 1933 and Securities Exchange Act of 1934 - Must be considered if the transaction involves securities or publicly traded companies
Hart-Scott-Rodino Act: Antitrust legislation requiring pre-merger notifications for larger transactions to prevent monopolistic practices
Internal Revenue Code: Tax regulations particularly focusing on IRC Section 197 regarding goodwill amortization and asset sale treatment
Federal Antitrust Laws: Sherman Antitrust Act and Clayton Act governing competition and monopoly prevention in business transactions
State Corporate Laws: State-specific regulations governing corporate transactions and entity management
Uniform Commercial Code: State-adopted commercial transaction framework, particularly Article 6 (where applicable) and Article 9
State Fraudulent Transfer Laws: Regulations preventing the transfer of assets to defraud creditors or avoid obligations
Bulk Sales Laws: State-specific requirements for the sale of business assets in bulk (where still applicable)
Blue Sky Laws: State-specific securities regulations governing the offering and sale of securities
Employment Laws: Federal and state regulations governing employee rights and obligations during business transfers
Intellectual Property Laws: Federal and state regulations protecting trademarks, patents, and other IP often associated with goodwill
Contract Assignment Rules: State-specific rules governing the transfer and assignment of contracts in asset purchases
Industry-Specific Regulations: Sector-specific rules and compliance requirements that may affect the transfer of goodwill
Due Diligence Requirements: Legal requirements for UCC lien searches, title searches, and tax clearance certificates
