$7.74B+
In Private Offerings
13+ Years
Focused on Reg D & Private Offerings
Attorney + Sponsor
Legal Advice Grounded in Real Capital-Raising Experience
Flat-Fee Packages
Clear Scope. No Hourly Surprises.
A PPM is not just a disclosure document.
It is the document investors read to understand the offering before deciding whether to subscribe. It should explain the raise clearly enough that the investor understands the opportunity, the risks, the terms, and the role of the sponsor or issuer.
A PPM helps explain:
The offering – what investors are being asked to invest in.
The issuer – the entity selling the securities.
The terms – economics, rights, distributions, fees, and control.
The risks – material risks tied to the deal, fund, business, or strategy.
The conflicts – sponsor compensation, affiliate issues, and manager discretion.
The subscription path – how the PPM connects to the investor documents.
Interest has moved beyond conversation. Investors want something professional to review before deciding whether to participate.
The offering now has economics, ownership rights, voting terms, distributions, fees, redemptions, or other terms that need to be explained clearly.
When investors are contributing capital but not actively managing the asset, fund, company, or project, the securities-law structure matters.
Before funds are accepted, the PPM, entity documents, subscription documents, exemption path, and filing support need to line up.
A PPM is not written from a blank page. It depends on the structure of the raise. Before the private placement memorandum can be prepared correctly, the core decisions behind the offering need to be clear.
Common Problem:
The sponsor starts with a generic PPM template and tries to force the deal into it.
Why it matters:
A template may miss the actual economics, risks, conflicts, investor rights, sponsor fees, redemption terms, or Reg D path. That becomes dangerous when an investor later says, “This is not what I thought I was buying.” A weak PPM can turn into a litigation exhibit.
The better approach:
Build the PPM around the actual offering structure: what is being sold, who is issuing it, how investors get paid, what risks exist, who controls the deal, and how the investment actually works.
Common Problem:
The PPM says one thing, but the operating agreement or LPA says something different.
Why it matters:
This creates investor confusion fast. If the documents conflict on distributions, voting rights, manager authority, transfers, fees, or exit rights, investors may argue they were misled or that the sponsor changed the deal after they invested.
The better approach:
Prepare the PPM and governing documents as one package, so the investor-facing explanation matches the legal agreement that actually controls the investment.
Common Problem:
The PPM includes broad, boilerplate risk factors that could apply to almost any offering.
Why it matters:
Generic risk factors do not help much when the actual problem shows up. If the deal has development risk, tenant risk, borrower-default risk, energy-project risk, startup risk, liquidity risk, or sponsor-conflict risk, the disclosures need to say so. Investors get angry when the risk that hurt them was never clearly explained.
The better approach:
Tailor the risk factors to the actual deal, fund, company, project, lending strategy, or asset class. The PPM should explain the real risks investors are taking.
Common Problem:
The sponsor’s fees, reimbursements, promotes, affiliate payments, or manager compensation are vague or buried.
Why it matters:
Money paid to the sponsor is one of the first things investors care about when performance gets rocky. If compensation was not clearly disclosed, investors may believe the sponsor hid fees, took too much, or benefited at their expense.
The better approach:
Explain how the sponsor or manager is paid in plain language: acquisition fees, asset management fees, promotes, reimbursements, affiliate fees, servicing fees, or other compensation that applies to the raise.
Common Problem:
The sponsor starts talking about the raise publicly without confirming whether the offering is structured as 506(b) or 506(c).
Why it matters:
The wrong assumption can create a securities problem before the documents are even finished. A 506(b) raise has different marketing and relationship constraints than a 506(c) raise. If the sponsor advertises first and asks legal questions later, cleanup may be difficult or impossible.
The better approach:
Decide the Reg D path before marketing, investor conversations, subscription documents, and the PPM are finalized. The PPM should match how investors are being found and who is allowed to invest.
Common Problem:
The PPM is prepared, but the subscription agreement and investor questionnaire are treated like simple signature forms.
Why it matters:
The subscription documents are where investors make representations, confirm eligibility, provide information, and formally enter the offering. If that process is sloppy, the sponsor may not have the record needed to show who invested, what they represented, and how they were accepted.
The better approach:
Prepare the PPM, subscription agreement, and investor questionnaire together. The investor onboarding process should match the exemption path, investor eligibility requirements, and actual terms of the raise.
Common Problem:
State notice filings are treated like administrative cleanup after investor money is already in.
Why it matters:
State securities filings can depend on where investors live and when sales occur. Ignoring them can create unnecessary legal cleanup, late filings, penalties, or uncomfortable investor questions about whether the offering was handled properly.
The better approach:
Track investor states and filing obligations as part of the private offering process. Form D and Blue Sky filing support should be connected to the legal package, not forgotten until the end.
Common Problem:
The sponsor starts taking checks or wires before the PPM, subscription documents, entity documents, and exemption path are ready.
Why it matters:
This is where small mistakes get expensive. Once money comes in, the sponsor may have already created securities-law facts that cannot be rewritten later. If investors later complain, the question becomes what they were told, what they signed, and whether the process was handled correctly at the time.
The better approach:
Get the structure, documents, subscription process, and filing path aligned before investor money comes in. If money already came in, the situation should be reviewed carefully instead of papered over.
Common Problem:
The PPM or related investor materials make the opportunity sound too certain, too safe, or too focused on projected returns.
Why it matters:
Overpromising is how sponsors create future investor anger. If the investment underperforms, investors will look back at the documents and marketing materials to see whether the risks were minimized or the upside was oversold.
The better approach:
Keep the PPM balanced. Explain the opportunity, but also explain the risks, assumptions, conflicts, limitations, and uncertainty behind the investment.
Common Problem:
The sponsor’s pitch deck, emails, webinars, or investor conversations say things the PPM does not say — or contradict what the PPM says.
Why it matters:
Investors do not experience the raise as separate documents. They remember the whole sales process. If the pitch says one thing and the PPM says another, that inconsistency can become a major problem in a dispute.
The better approach:
Make sure the investor-facing materials and the PPM are aligned. The PPM should not be treated as legal paperwork that sits apart from the actual capital-raising story.
You found the property, portfolio, or development deal – and now investors need something real to review.
You have a strategy investors want access to, and you need a pooled structure for capital intake, investor eligibility, fees, and ongoing operations.
Borrower demand is bigger than your own balance sheet, and investor capital could help you fund more loans.
You are raising private capital for an energy, mineral, drilling, infrastructure, or asset-backed project.
You are raising capital for a business, startup, tech company, or IP-heavy company and want the money without losing control or wrecking the cap table.
Your raise does not fit neatly into a standard box, but you are still taking investor money for a private project, asset, fund, or business opportunity.
You found the property, portfolio, or development deal — and investors need something real to review.
Common: Multifamily, commercial real estate, development projects, and sponsor platforms.
Watch for: Deal momentum can stall when documents, terms, and subscription steps are not ready.
Real Estate Syndications →You have an investment strategy people want access to, and now you need the structure behind the fund.
Common: Private funds, pooled vehicles, open-ended funds, and yield strategies.
Watch for: Fees, investor eligibility, advertising, and operations can collide if the fund is treated like a document order.
Fund Structures →Borrower demand is bigger than your own balance sheet, and investor capital could help fund more loans.
Common: Hard-money funds, mortgage pools, private credit funds, and lending pools.
Watch for: Redemptions, idle cash, interest timing, and distributions need to be structured before money comes in.
Lending Fund Structures →You are raising private capital for an energy, mineral, drilling, infrastructure, or asset-backed project.
Common: Drilling programs, mineral interests, oil and gas projects, and energy infrastructure.
Watch for: Generic documents can miss project economics, risk disclosures, use of proceeds, and operator compensation.
Energy Offerings →You are raising growth capital for a business, startup, tech company, or IP-heavy company.
Common: SMB growth, acquisitions, restaurants, service businesses, software, and patented products.
Watch for: Investor rights, voting control, referral fees, and cap table issues can create problems later.
Business Capital Raises →Your raise does not fit neatly into a standard box, but investor money is still coming in.
Common: Hospitality, entertainment, agriculture, equipment finance, and unusual private offerings.
Watch for: Unusual offerings get risky when they are forced into the wrong template or exemption path.
Discuss Your Offering →Start with a short intake conversation about your raise, timeline, investor status, and what you think you need.
If your raise is ready for legal review, you move to an attorney meeting to discuss the structure, risks, timing, and scope.
Once the scope is confirmed, you receive the engagement agreement, flat fee, and next steps before drafting begins.
The legal team confirms the offering details, investor terms, entity structure, timeline, and document package.
You review the draft documents, ask questions, and work through revisions before the package is finalized.
The team walks through the final legal package, subscription process, filings, and practical next steps.
You leave with the structure, documents, and guidance needed to move forward without guessing through the legal side.
Your legal fee should not become another unknown in the raise.
Investor interest, deal timing, and market conditions can all change. Your legal process should be clear from the beginning: flat-fee pricing, better economics for repeat clients, and a credit path if the raise does not come together.
You know the legal fee before the work begins.
No hourly meter running in the background. No surprise invoices every time you ask a question. No wondering whether the legal bill is growing while investors are waiting for documents.
Serious sponsors raise more than once. The legal relationship should become more efficient over time.
Your next offering should not feel like starting from zero. Once Moschetti Law understands your structure, sponsor model, and offering style, future qualifying deals may receive preferred repeat-client pricing.
Not every raise comes together. If this deal stalls, you are not back at zero.
If your offering does not raise enough capital to move forward, your legal investment should not feel wasted. Eligible fees from your legal package can be credited toward your next qualifying Reg D offering, subject to the terms of your engagement agreement.
We had investors asking for documents and our prior attorney was dragging. Tilden understood the structure quickly, explained the tradeoffs, and got us moving without the hourly-billing anxiety. It felt like working with someone who had seen real raises before, not just someone drafting forms.
This was my first syndication, and I was nervous about doing something wrong. The process made it clear what needed to happen before money came in. I didn’t feel talked down to. I felt guided.
Our lending fund was not a simple one-time deal. We had to think through subscriptions, redemptions, distributions, and idle cash. Moschetti Law helped us focus on the issues that actually mattered before we accepted investor funds.
We were not raising money for real estate. We were raising money to scale our business. Tilden helped us understand the securities side, investor rights, and control issues in plain English. That was the piece we were missing.
The flat fee was a big deal for me. I knew what the legal work would cost before we started, and the process was organized from kickoff through final documents. No mystery invoices.
Our offering did not fit neatly into a standard template. The team took time to understand the project, the economics, and the risks, then helped us get the legal package pointed in the right direction.
I came in thinking I just needed fund documents. The attorney meeting helped me understand that fees, investor eligibility, advertising, and structure all had to work together. That saved me from building the wrong thing first.
Tilden is direct, which I appreciated. He did not bury us in legal theory. He told us what mattered, what could wait, and what we needed to have ready before the raise moved forward.
A Private Placement Memorandum, or PPM, is the investor-facing explanation of a private offering. It describes what is being offered, who is offering it, the investment terms, the material risks, the sponsor or manager’s role, and how the raise is structured.
The PPM is not the whole legal package. It needs to match the operating agreement or LPA, subscription documents, investor questionnaire, Reg D path, and filing support.
Usually, yes.
But the real question isn’t whether the law absolutely requires a Private Placement Memorandum. The real question is whether you’re asking investors to trust you with their money.
A good PPM explains the investment, the risks, the fees, the conflicts of interest, and what happens if things don’t go according to plan. Just as importantly, it demonstrates that you’ve thought through your business and are taking your responsibilities seriously.
Could there be situations where a PPM isn’t legally required? Sure. But most sponsors aren’t looking for the minimum amount of legal paperwork they can get away with. They’re trying to build credibility, protect themselves, and create a professional offering that investors feel comfortable investing in.
The goal isn’t simply to satisfy a legal requirement. It’s to give you an offering that investors trust.
Sometimes.
The problem is that many people use the words “joint venture” when what they really have is a securities offering.
Calling something a joint venture doesn’t make it one.
If everyone is actively involved in managing the business, sharing decisions, contributing expertise, and acting like true partners, a joint venture may be exactly the right structure.
But if one person contributes money while someone else runs the entire investment, securities laws may still apply regardless of what you call it.
The name doesn’t determine the legal analysis.
The relationship does.
No. A PPM explains the offering, but it does not usually operate by itself.
The full legal package may include the PPM, operating agreement or LPA, subscription agreement, investor questionnaire, Form D, Blue Sky filing support, and 506(b) or 506(c) guidance. If those pieces do not match, the package can create confusion instead of clarity.
Moschetti Law generally prepares PPMs as part of a full private offering legal package, not as one-off forms.
That matters because the PPM needs to match the actual structure of the raise. The investor terms, entity documents, subscription process, exemption path, and filings all need to work together.
Yes.
Real estate is a significant part of our practice, but it’s not the only thing we do.
We’ve helped clients raise capital for operating companies, energy projects, private lending funds, investment funds, technology businesses, and other private investment opportunities.
The common thread isn’t the industry.
It’s that you’re raising money from investors under the securities laws.
If you’re building a private offering, we can usually help.
The PPM explains the offering to investors. The operating agreement or LPA governs how the entity actually works.
That difference matters. The PPM may describe distributions, voting rights, manager authority, transfers, fees, and investor rights — but the operating agreement or LPA is usually where those rights are legally built into the entity. The two documents need to match.
The PPM explains the investment. The subscription agreement is the document investors sign to subscribe.
The subscription package usually handles investor representations, eligibility, signatures, acceptance, and funding steps. A good PPM should work together with the subscription documents so the investor-facing explanation and the onboarding process are aligned.
The legal path should be understood before investor conversations go too far, especially if public marketing, 506(b), 506(c), accredited investor status, or prior investor relationships are involved.
The PPM and full legal package should generally be in place before accepting investor money. If capital has already come in, that needs to be reviewed carefully instead of papered over.
That is where problems start.
If the PPM does not match the operating agreement, subscription documents, investor conversations, fee structure, risk profile, or Reg D path, investors can become confused or angry later. In a dispute, the PPM may become one of the first documents everyone reads.
The better approach is to build the PPM around the actual offering structure from the beginning.
Most clients are investor-ready in about two weeks.
The timeline depends on how quickly we receive information from you and whether you’re raising money for a straightforward syndication or a more complex investment fund.
Our process is designed to move quickly without cutting corners.
We’d rather spend a little extra time getting the structure right than rush documents that create problems once investors start asking questions.
Because that’s the way I’d want to hire an attorney.
When you’re billed by the hour, every phone call, every email, and every question can feel like the meter is running. Clients sometimes hesitate to ask questions because they’re worried about the bill.
That’s not a great relationship.
With a fixed fee, our incentives are aligned. Your goal is to get your offering done correctly and move on to raising capital. Our goal is exactly the same.
It also gives you certainty. Before we start, you’ll know exactly what your legal fees will be. You won’t get a surprise invoice because the project took longer than expected or because you called with a few extra questions.
Just as importantly, we want you to ask questions. A successful offering isn’t just about drafting documents. It’s about making sure you understand the structure, the securities laws, and the practical decisions you’ll face as you raise capital. If something isn’t clear, we’d rather you call than guess.
We’ve developed a repeatable process for private offerings over many years. Because we do this work every day, we can usually estimate the time involved very accurately. That allows us to offer a fixed fee with confidence while still delivering high-quality work.
The only time the fee changes is if the scope of the project changes. For example, if a single-asset syndication becomes an investment fund halfway through the engagement, or you decide to add a completely new entity or offering structure, we’ll discuss that with you before doing the additional work. There are no surprises.
Our goal is simple: deliver exceptional work, be available when you need us, and let you focus on raising capital instead of watching the clock.
The first step is a short introductory call.
We’ll learn about your project, where you are in the process, how you’re planning to raise money, and whether it looks like we’re the right fit.
If you’re ready to move forward, here’s what usually happens next:
If you’re not ready yet, that’s perfectly fine.
We’ll usually tell you what we think should happen first so you can spend your time and money where they’ll have the biggest impact.
