Securities Act of 1933: Primary federal legislation governing securities offerings, particularly Regulation D which provides exemptions for private placements and sets rules for limited offerings
Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing SEC oversight, including ongoing reporting requirements and anti-fraud provisions
Investment Company Act of 1940: Federal legislation regulating investment companies and their offerings, including registration and disclosure requirements
Investment Advisers Act of 1940: Federal law governing investment advisers' conduct and registration requirements that may be relevant if investment advice is part of the offering
Regulation D Rules: Specific rules (506(b), 506(c), and 504) detailing requirements for private placement exemptions, including accredited investor verification and offering limits
Blue Sky Laws: State-specific securities laws that must be complied with in addition to federal regulations, varying by state jurisdiction
FINRA Regulations: Rules governing broker-dealers involved in the offering process, including compensation and disclosure requirements
Rule 10b-5: Anti-fraud provisions prohibiting any deceit, misrepresentation, or fraud in connection with securities offerings
JOBS Act: Legislation that modernized various securities regulations, including provisions for general solicitation in certain private placements
Dodd-Frank Act: Comprehensive financial reform legislation affecting various aspects of securities offerings and institutional oversight
Integration Rules: SEC guidelines determining when multiple offerings should be considered part of the same offering for regulatory purposes
Bad Actor Disqualification: Provisions preventing certain individuals with specified criminal or regulatory violations from participating in private placements
