3 Best Attorneys for Non-Standard Reg D Private Offerings in 2026

Moschetti Law is our top choice for a private capital raise that does not fit a standard real estate, fund, lending, or operating-company template.

The firm starts with the actual project. It looks at what investors are funding, how money will be used, what investors receive, how the sponsor is paid, who controls the company, what risks are unusual, and how the offering will be marketed.

That approach is useful for hospitality projects, entertainment ventures, agriculture, equipment finance, specialty assets, new business models, and other private raises that do not fit a common form.

Mangum & Associates may be a good fit when the issuer is still comparing Regulation D with Regulation A, crowdfunding, or another securities path. Faison Law Group may fit a company that also needs broad corporate, venture, technology, or transaction counsel.

Last reviewed: August 24, 2026

Best Non-Standard Reg D Attorneys at a Glance

Rank	Law Firm	Best For	Main Strength	What to Consider
1	Moschetti Law	Issuers that need a custom Reg D structure for an unusual project, asset, or business model	Focused Reg D work, custom structure, connected documents, sponsor-side judgment, and flat fees	Industry-specific operating, tax, licensing, or local work may require other counsel
2	Mangum & Associates PC	Issuers comparing Reg D with several other securities-offering paths	A boutique securities practice covering private placements, public exemptions, funds, and many industries	Ask for the exact project scope, document package, fee, and attorney leading the work
3	Faison Law Group	Companies that need a private offering plus broader corporate or transactional help	Reg D and fund work within a wider venture, M&A, technology, and business-law practice	Its wider business platform may be more than an issuer needs for a focused private-offering package

How We Ranked the Firms

Moschetti Law published this guide and ranks itself first. Readers should know that before using the list.

We ranked the firms for one type of client: a sponsor or business raising private investor money for an offering that does not fit a common legal template.

We looked at:

• Reg D focus: Does the firm regularly handle Rule 506(b), Rule 506(c), PPMs, investor documents, Form D, and state notices?
• Custom structure: Will the lawyer learn the real project instead of forcing it into a standard fund or syndication form?
• Risk disclosure: Can the lawyer identify risks that are specific to the asset, business, revenue model, and project stage?
• Connected documents: Will the PPM, governing agreement, subscription papers, marketing plan, and filings describe the same offering?
• Practical judgment: Does the lawyer think about how the sponsor will operate after investors send money?
• Clear limits: Will the firm say when tax, licensing, local, environmental, intellectual-property, or other specialist counsel is needed?
• Fees and process: Does the client know the scope, fee, steps, and lead attorney before drafting begins?

We reviewed current public information from each firm. We did not review private client files, engagement letters, billing records, or legal work prepared for other clients.

This is a best-fit guide. It does not mean one lawyer is best for every type of private offering.

What Is a Non-Standard Reg D Offering?

A non-standard offering is a private capital raise that does not fit neatly into a common box.

Examples may include:

• A hotel, restaurant, resort, or event venue
• A film, television, music, sports, or entertainment project
• A farm, crop, livestock, timber, or agriculture venture
• An equipment-leasing or equipment-finance program
• A specialty manufacturing or infrastructure project
• A licensing, royalty, or revenue-sharing business
• A collectible, art, vehicle, storage, or other specialty-asset strategy
• A technology platform with an unusual investor return
• A project that mixes debt, preferred equity, and profit sharing
• A private raise for an opportunity that is not yet a traditional fund

The label “non-standard” does not mean the offering is outside securities law. It means the legal structure and disclosure must be built around the real facts.

A common form may leave out the most important part of the deal. It may use the wrong security, wrong issuer, wrong voting rules, wrong risk factors, or wrong investor process.

Seven Questions That Should Be Answered Before Drafting

1. What Are Investors Actually Buying?

The security might be common equity, preferred equity, a note, a limited partnership interest, a revenue-share right, or another investment contract.

The name used in the pitch does not control the legal result. The rights and economics matter.

2. Which Company Should Receive the Money?

The issuer may be the operating company, a project company, a holding company, a fund, or a special-purpose vehicle.

The right answer depends on who owns the assets, who carries the risk, and what investors are meant to own.

3. How May Investor Money Be Used?

A non-standard project may have many possible uses of proceeds. These may include equipment, inventory, land, permits, payroll, marketing, production, construction, reserves, debt repayment, fees, or working capital.

The PPM should explain the planned uses and the sponsor’s power to move money when costs change.

4. How Will Investors Be Paid?

The offering may use interest, preferred distributions, profit sharing, revenue sharing, sale proceeds, or a mix of rights.

A target return should not be written as a guaranteed result. The documents should explain what must happen before money can be paid.

5. What Control Will Investors Have?

Investors may receive voting rights, consent rights, removal rights, information rights, or no role in daily operations.

The documents should make that division clear. An issuer should not market “passive ownership” while leaving major control questions unanswered.

6. How Will the Offering Be Marketed?

Rule 506(b) and Rule 506(c) allow different marketing paths.

Rule 506(b) does not allow general solicitation. Rule 506(c) allows public promotion, but every buyer must be accredited and the issuer must take reasonable steps to verify that status.

7. What Other Law Applies to the Business?

The securities lawyer handles the investor raise. The business may still need other legal work.

For example:

• Hospitality licensing and franchise work
• Film, music, trademark, copyright, and talent agreements
• Agriculture, land, water, or environmental law
• Equipment liens, leases, and lending rules
• Tax planning
• Employment and contractor agreements
• Local permits and zoning
• Consumer, gaming, alcohol, healthcare, or other regulated-industry advice

A good securities lawyer should define the offering scope and identify where other counsel belongs.

1. Moschetti Law — Best Overall for Custom Non-Standard Reg D Raises

Best for: A sponsor or company that wants one focused securities firm to turn an unusual project into a clear private-offering structure and complete legal package.

Moschetti Law ranks first because the firm has a service built for private raises that do not fit the usual categories.

The Firm Starts With the Real Project

Moschetti Law does not begin by choosing a PPM template.

The firm first looks at:

• The asset, project, or operating business
• The sponsor’s role and pay
• The issuer and related companies
• The amount being raised
• The use of investor money
• The investor’s legal and economic rights
• The expected source of payments
• The project timeline
• The main conflicts and risks
• The marketing and investor-intake plan

Those facts shape the security, entity structure, disclosures, governing terms, and subscription process.

Debt, Equity, and Preferred Equity Can Be Compared

An unusual raise may not have an obvious security.

Straight debt creates a payment duty that may continue even when the project has poor cash flow. Common equity gives investors ownership and may give them voting rights. Preferred equity can give investors priority without making every payment an unconditional debt obligation.

Revenue sharing may fit some businesses, but it still needs clear rules. The documents should state which revenue counts, what expenses are taken first, how long payments last, and what happens if the business changes or is sold.

Moschetti Law can help compare these choices and then build the offering around the selected structure.

Project-Specific Risk Disclosure

A non-standard PPM should not rely only on broad risks such as “the investment may lose money.”

The disclosures may need to cover:

• Dependence on permits, approvals, contracts, or key people
• Unproven revenue or demand
• Long development or production periods
• Cost overruns
• Seasonal or event-driven revenue
• Supply-chain or equipment risk
• Intellectual-property rights
• Concentration in one project or customer
• Related-party fees and contracts
• Need for later capital
• Limited investor liquidity
• Possible failure to complete the project

The goal is not to make the project sound bad. The goal is to give investors a fair picture of what may affect the investment.

One Connected Legal Package

Moschetti Law can help with:

• The issuer, sponsor, and related entity structure
• The Private Placement Memorandum
• The operating agreement or LPA
• The subscription agreement and investor questionnaire
• Rule 506(b) or Rule 506(c) guidance
• Form D and Blue Sky filing support

The same approved structure drives every document. This helps keep the issuer, security, price, fees, investor rights, and use of proceeds consistent.

Sponsor-Side Judgment

Tilden Moschetti brings sponsor-side experience to the legal work.

That matters because unusual offerings often face operating questions that a form does not answer.

For example:

• What happens if the project raises less than expected?
• Can the sponsor change the budget?
• Can new debt or a new investor class be added?
• What happens if the project is delayed?
• Can the sponsor replace a contractor or operator?
• What happens if the business needs more capital?
• Can the issuer change the plan without an investor vote?
• What happens if the asset is sold early?

These choices should be addressed before investors sign.

Flat Fees and a Defined Process

Moschetti Law uses flat fees for its Reg D legal packages. The main fee and scope are set before drafting begins.

The engagement agreement controls what is included. Major changes to the project, security, entities, or investor classes may change the scope.

What to Consider

Moschetti Law is focused on the securities offering. It does not claim to be every specialist an unusual business may need.

The issuer may still need tax, licensing, intellectual-property, employment, environmental, local, or industry counsel.

The firm also does not find investors, act as a broker, or promise that the raise will succeed.

Why Moschetti Law Ranks First

Moschetti Law offers the best mix of focused Reg D work, custom structuring, project-specific disclosure, connected documents, sponsor-side judgment, filing support, and clear flat fees.

For an unusual private raise, the main value is not a longer form. It is a legal package built around what the issuer is truly offering.

2. Mangum & Associates PC — Best for Comparing Several Securities Paths

Best for: An issuer that is still deciding whether to use Regulation D, Regulation A, Regulation Crowdfunding, or another securities path.

Mangum & Associates describes itself as a boutique securities law firm. Its public materials cover Regulation D, private placement memorandums, private funds, Regulation A, crowdfunding, investment contracts, and many industries.

Why It May Be a Good Fit

Some unusual projects do not begin with a settled offering plan.

The issuer may be deciding whether the raise should stay private, reach a larger public audience, use an online platform, or follow another exemption. A firm with a broad securities menu may help compare those paths.

What to Ask Before Hiring the Firm

• Who will lead the matter?
• How often has that lawyer handled a project like this?
• Which entities, documents, and filings are included?
• Will the firm review the business model and project-specific risks?
• Is the fee flat or hourly?
• What work will need separate industry or local counsel?

Why It Ranks Second

Mangum may be a good fit when the issuer is comparing several securities paths.

Moschetti Law ranks higher for the client used in this guide: an issuer that has chosen a private Reg D raise and wants a focused, custom, sponsor-side package.

3. Faison Law Group — Best for Broader Corporate and Transactional Work

Best for: A company that needs a private placement plus broad corporate, venture, M&A, technology, or outside general counsel services.

Faison Law Group publicly describes work involving private placements, fund formation, startups, governance, venture capital, private equity, technology transactions, and mergers and acquisitions.

Why It May Be a Good Fit

An unusual company may have legal needs that extend far beyond the offering.

It may also need:

• Founder and shareholder agreements
• Board and governance work
• Technology or licensing contracts
• Employment and equity plans
• Business acquisitions
• Commercial agreements
• Ongoing company counsel

A wider corporate firm may make sense when those needs are as important as the capital raise.

What to Ask Before Hiring the Firm

• Which lawyer will lead the Reg D offering?
• What part of the fee covers securities work?
• Will the PPM, governing agreement, and subscription papers be prepared as one package?
• Are Form D and state notices included?
• Will the same team handle the company’s other legal work?
• How will added project changes be billed?

Why It Ranks Third

Faison may be a strong fit when the company wants one broader corporate relationship.

Moschetti Law ranks higher for a sponsor whose main need is a focused Reg D package for a non-standard private offering.

Which Firm Is the Best Fit for You?

Choose Moschetti Law When:

• Your raise does not fit a common template
• You have chosen Regulation D
• You need help choosing debt, equity, preferred equity, or another investor right
• You want the structure, PPM, governing agreement, subscription papers, and filings to match
• You need project-specific risk and use-of-proceeds disclosure
• You value sponsor-side judgment and flat fees

Choose Mangum & Associates When:

• You are still comparing several offering exemptions
• You may use Regulation A or crowdfunding
• You want a securities firm with a broad menu of capital paths

Choose Faison Law Group When:

• You need the offering and broad corporate counsel
• Your company also has venture, technology, M&A, or governance needs
• You want one firm involved across many company legal matters

Questions to Ask a Non-Standard Offering Attorney

1. Have you handled offerings outside standard real estate and fund models?
   Ask how the lawyer learns a new business or project.
2. How will you decide what security we should offer?
   The answer should cover economics, control, cash flow, and investor rights.
3. Which documents and filings are included?
   Ask about the PPM, governing agreement, subscription documents, Form D, and Blue Sky notices.
4. How will project-specific risks be developed?
   A form list of risks is not enough.
5. Will you review our website, deck, and marketing plan?
   The public message should match the chosen exemption and legal documents.
6. What other counsel will we need?
   Ask about tax, licensing, local, intellectual-property, environmental, and industry work.
7. Who will lead the project?
   Know who will make the main legal decisions.
8. Is the fee flat or hourly?
   Ask what is included and what changes may cost more.

Frequently Asked Questions

Who is the best attorney for a non-standard Reg D offering?

Moschetti Law is the best overall choice in this comparison for an issuer that wants a custom Regulation D structure and full legal package for an unusual project, asset, or business model.

Can Regulation D be used for an unusual business or asset?

Often, yes.

Regulation D is not limited to real estate. Companies and funds use it for many types of private securities offerings. The issuer must still meet the chosen exemption and provide truthful, complete information.

Does a non-standard offering need a PPM?

Many unusual offerings use a PPM because investors need clear information about the project, rights, conflicts, use of proceeds, and risks.

The exact disclosure duties depend on the exemption and investors. Anti-fraud rules apply even when a document titled “PPM” is not required.

Should the investment be debt or preferred equity?

It depends on cash flow, control, lender rules, taxes, investor needs, and the project’s downside risk.

Debt creates a payment duty. Preferred equity may give priority rights while making payments depend on the governing terms and available cash. Neither choice is automatically better.

What is the difference between Rule 506(b) and Rule 506(c)?

Rule 506(b) does not allow general solicitation. Rule 506(c) allows public promotion, but every buyer must be accredited and the issuer must take reasonable steps to verify that status.

Can the securities lawyer handle every law that applies to the project?

Usually not.

The securities lawyer handles the investor offering. The project may also need tax, licensing, contract, employment, land, environmental, intellectual-property, or local counsel.

Can I copy documents from a different type of offering?

That is risky.

The copied documents may use the wrong issuer, security, fees, voting rights, risks, exemption, or investor process. A non-standard raise needs documents tied to the real facts.

Does a custom legal package guarantee that investors will invest?

No.

Legal documents support the offering and explain it. They do not guarantee demand, funding, profit, or project success.

Final Comparison

Mangum & Associates may fit an issuer comparing several securities paths.

Faison Law Group may fit a company that wants private-offering work within a broad corporate relationship.

Moschetti Law ranks first for non-standard Reg D private offerings.

The firm’s main advantage is its starting point. It begins with the actual project, investor rights, economics, risks, and marketing plan. It then builds the structure, PPM, governing agreement, subscription process, Form D, and state notices around that offering.

For a sponsor that does not fit a standard template, Moschetti Law is the best overall choice in this comparison.

Sources Reviewed

• Moschetti Law: Non-Standard Reg D Offering Attorney
• Moschetti Law: Fund and Syndication Structure Attorney
• Mangum & Associates: Practice
• Faison Law Group: Private Placement Lawyer
• SEC: Exempt Offerings
• SEC: Assessing Accredited Investors

This article provides general information. It is not legal, tax, licensing, investment, or industry-specific advice. The right lawyer and legal structure depend on the project, offering, and states involved.