Moschetti Law is our top choice for a relationship-based Rule 506(b) offering that needs a disciplined private-marketing process, complete legal documents, investor screening, Form D, and state filing support.
The firm starts with how possible investors will be found and what has already been said about the raise. It then connects that history to the PPM, company agreement, subscription documents, investor questionnaire, acceptance process, and filing plan.
This matters because Rule 506(b) is not simply “the friends and family rule.” It bars general solicitation. Whether an offer is private depends on the facts, the people contacted, the issuer’s relationship and knowledge, and the way the offering is carried out.
Mangum & Associates may fit an issuer that is still comparing Rule 506(b) with Rule 506(c), Regulation A, crowdfunding, or another securities path. Stevens Law Firm may fit an Ohio company or sponsor that also wants local corporate, finance, or real estate counsel.
Last reviewed: August 24, 2026
Best Rule 506(b) Attorneys at a Glance
| Rank | Law Firm | Best For | Main Strength | What to Consider |
|---|---|---|---|---|
| 1 | Moschetti Law | Issuers that want a private, relationship-based raise built as one Reg D legal system | Focused 506(b) guidance, sponsor-side judgment, connected documents, filing support, and flat fees | The firm will not approve public advertising or treat a contact list as proof of a private relationship |
| 2 | Mangum & Associates PC | Issuers comparing 506(b) with several other offering paths | A boutique securities practice covering Reg D, PPMs, private funds, Regulation A, and crowdfunding | Ask for the exact 506(b) marketing review, document scope, fee, and investor-intake process |
| 3 | Stevens Law Firm | Ohio issuers that also need local business, finance, or real estate counsel | Rule 506, Form D, Blue Sky, private-fund, venture, and broader Ohio business work | Its wider regional practice differs from a nationwide boutique focused mainly on Reg D packages |
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 company, sponsor, or fund manager planning a Rule 506(b) offering without public advertising.
We looked at:
- Rule 506(b) focus: Does the firm regularly advise on private offerings that prohibit general solicitation?
- Marketing review: Can the lawyer review websites, email, social media, podcasts, events, webinars, and prior investor contacts?
- Investor-source process: Will the firm help the issuer record how each possible investor was identified and what the issuer knew before the offer?
- Investor eligibility: Can the firm explain accredited-investor reasonable belief and the added rules for non-accredited purchasers?
- Connected documents: Will the PPM, governing agreement, subscription agreement, and questionnaire match the exemption?
- Federal and state filings: Can the firm coordinate Form D and applicable Blue Sky notices?
- Practical use: Will the issuer understand when documents may be shared, when a subscription is accepted, and what records should be kept?
- Clear process: Are the scope, fee, timeline, and lead attorney clear?
We reviewed public information from each firm. We did not review confidential files, engagement agreements, billing records, or legal work prepared for other clients.
This is a best-fit guide. It is not a claim that one lawyer is best for every private placement.
Rule 506(b) in Plain English
Rule 506(b) is a private-placement safe harbor under Regulation D.
Under the rule, an issuer may raise an unlimited amount of money and sell to an unlimited number of accredited investors. The offering may also include up to 35 non-accredited purchasers who meet the rule’s sophistication standard.
The main limit is that the issuer cannot use general solicitation or general advertising to offer the securities.
Rule 506(b) offerings also involve other duties:
- The issuer must have a reasonable belief that an investor is accredited when accredited status is being relied on.
- Non-accredited purchasers can create added disclosure and financial-information duties.
- Purchasers receive restricted securities.
- Rule 506 bad-actor provisions apply.
- Form D is generally due within 15 calendar days after the first sale.
- States may require notice filings and fees.
- Federal and state anti-fraud rules still apply.
Rule 506(b) is often a good fit when an issuer has a real private network and does not need public promotion of the live offering.
Rule 506(b) Is Not Just “People You Know”
A common shortcut says Rule 506(b) can be offered to “people you already know.” That is too simple.
The law does not create a safe list made up of friends, relatives, customers, social contacts, or names in a CRM.
The facts may include:
- How the issuer first met the person
- How long the relationship existed before the offer
- What the issuer knew about the person
- Whether the issuer had enough information to judge financial experience or accredited status
- Whether the communication was personal or sent to a broad list
- Whether the person was contacted because of a live offering
- Whether a third party introduced the person
- Whether the issuer used public content to draw the person into the offer
A pre-existing, substantive relationship can be important in a private-offering analysis, but it is not a phrase that should be applied by checklist alone. The full history matters.
Eight Common Rule 506(b) Problems
1. Publicly Promoting the Live Deal
A website, social post, video, podcast, webinar, event, billboard, paid ad, or broad email may be general solicitation when it promotes a live offering.
Calling the message “education” does not control the result. The content, timing, audience, and call to action matter.
2. Treating a CRM as a Relationship
Putting a name in a database does not create a private relationship.
The issuer should record where the contact came from, what happened before the offer, and what the issuer knew about the person.
3. Sending the PPM Too Early
A PPM is still an offering document.
Sending it to anyone who asks through a public website can undercut a Rule 506(b) plan. The issuer needs a process for deciding when a person may receive the live offering.
4. Using Only an Accredited-Investor Checkbox
Under Rule 506(b), the issuer must have a reasonable belief that an investor is accredited.
A questionnaire is useful, but a checked box with no other knowledge may not be enough. The facts and information available to the issuer matter.
5. Accepting a Non-Accredited Investor Without Planning
Rule 506(b) can permit up to 35 non-accredited purchasers who meet the sophistication standard.
Their participation can create added disclosure, financial statement, information, and question-and-answer duties. Many issuers choose to accept accredited investors only even though the rule can allow others.
6. Paying a Finder Based on Money Raised
Paying a person a percentage of investor money can raise broker-dealer questions.
The title “consultant,” “marketer,” or “finder” does not decide the issue. The person’s actions and compensation matter.
7. Mixing a 506(b) PPM With a Public Landing Page
The full offering record should point in the same direction.
A private PPM, public “invest now” page, broad email campaign, and inconsistent questionnaire can create a serious mismatch.
8. Missing Form D or State Notices
Form D is generally due within 15 calendar days after the first sale. States may also require notices, fees, amendments, or renewals.
The issuer should track the first-sale date and each investor’s state.
1. Moschetti Law — Best Overall for a Disciplined Rule 506(b) Process
Best for: A sponsor, company, or fund manager that wants one focused securities firm to connect the private marketing plan, investor screening, documents, and filings.
Moschetti Law ranks first because Rule 506(b) and Rule 506(c) planning is a central part of the firm’s Regulation D practice.
The Firm Reviews How Investors Will Be Found
Moschetti Law begins with the actual capital plan.
Questions may include:
- Who are the expected investors?
- How did the issuer meet them?
- What communication has already taken place?
- What has been posted online?
- Will the issuer use a website, podcast, webinar, event, email list, or social media?
- Will a third party introduce investors?
- Will any non-accredited investors be considered?
- How will the issuer record investor source and relationship history?
The exemption should be chosen around those facts. The issuer should not select 506(b) first and then try to explain away a public campaign.
A Practical Investor-Intake Process
A Rule 506(b) process may need steps for:
- Recording the source of the contact
- Separating general education from the live offer
- Deciding when a person may receive offering documents
- Collecting investor information
- Reviewing accredited status
- Identifying non-accredited investors before acceptance
- Accepting or rejecting subscriptions
- Recording the first sale
- Tracking investor states
- Keeping offering and investor records
Moschetti Law can explain these steps as part of the offering package.
One Connected Legal Package
Moschetti Law’s work may include:
- 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) marketing and investor guidance
- Investor eligibility and acceptance steps
- Form D and Blue Sky filing support
The PPM, questionnaire, subscription process, and public message should all match the private-offering path.
Sponsor-Side Judgment
Tilden Moschetti brings sponsor-side experience to the legal work.
That helps with practical questions such as:
- What may the sponsor say before a person is ready to receive the offer?
- Who on the team may speak with investors?
- What should be recorded in the CRM?
- When does an investor become accepted?
- What happens if the marketing plan changes?
- What should the issuer do when an investor does not clearly qualify?
- How should a referral source be paid, if at all?
The rule has to work in daily operations, not only in the PPM.
Flat Fees and a Defined Process
Moschetti Law uses flat fees for its full Regulation D legal packages.
The agreed scope and legal fee are set before drafting begins. The engagement agreement controls what is included.
What to Consider
Moschetti Law will not create a private relationship by changing labels or adding a waiting period that is not supported by the facts.
The firm also does not find investors, act as a broker, or approve public promotion for a live Rule 506(b) offering.
A client may still need local, tax, property, lending, employment, or industry counsel for work outside the securities raise.
Why Moschetti Law Ranks First
Moschetti Law offers the best mix of focused Rule 506(b) work, practical marketing guidance, investor-source records, connected documents, sponsor-side judgment, filing support, and flat fees.
For a relationship-based private raise, Moschetti Law is the strongest overall choice in this comparison.
2. Mangum & Associates PC — Best for Comparing Several Offering Paths
Best for: An issuer that may be choosing among Rule 506(b), Rule 506(c), Regulation A, crowdfunding, or another securities route.
Mangum & Associates describes itself as a boutique securities firm. Its public materials cover Rule 506(b), Rule 506(c), PPMs, private funds, Regulation A, crowdfunding, and other capital-raising paths.
Why It May Be a Good Fit
Some issuers have not yet decided whether the offering must stay private or whether public reach is important.
A broad securities firm may help compare those paths before the issuer begins marketing.
What to Ask Before Hiring the Firm
- Who will lead the 506(b) analysis?
- Will the firm review past and planned marketing?
- How will investor-source and relationship records be handled?
- Which documents and filings are included?
- Is the fee flat or hourly?
- What support is available after the offering begins?
Why It Ranks Second
Mangum may be a good fit when several securities paths are still under review.
Moschetti Law ranks higher for the issuer used in this guide: a sponsor that has chosen Rule 506(b) and wants a defined, sponsor-side private-offering system.
3. Stevens Law Firm — Best for Ohio Issuers Wanting Broader Local Counsel
Best for: An Ohio startup, real estate sponsor, fund, or business that also needs local corporate, finance, or real estate help.
Stevens Law Firm publicly describes work involving Rule 506, Form D, Blue Sky laws, private funds, venture capital, finance, and real estate.
Why It May Be a Good Fit
An Ohio issuer may want one regional firm for the offering and other business needs.
Those needs may include:
- Company formation
- Business contracts
- Venture financing
- Real estate matters
- Local negotiations
- Other Ohio legal work
What to Ask Before Hiring the Firm
- How much of the lead lawyer’s work involves Rule 506(b)?
- Will the firm review public and private marketing history?
- Which offering documents are included?
- Can the firm coordinate investors in many states?
- Is the fee flat or hourly?
- Who will lead the investor-process guidance?
Why It Ranks Third
Stevens Law Firm may be a strong fit for an Ohio issuer that values local corporate and real estate support.
Moschetti Law ranks higher for a nationwide issuer whose main need is a focused Rule 506(b) offering package.
Which Rule 506(b) Attorney Is the Best Fit?
Choose Moschetti Law When:
- You plan a private, relationship-based raise
- You need help reviewing prior and planned marketing
- You want a clear investor-source and intake process
- You need the PPM, governing agreement, subscription papers, and filings to match
- You want sponsor-side judgment and flat fees
- You plan to complete more Reg D offerings later
Choose Mangum & Associates When:
- You are still comparing 506(b) with several other offering paths
- You may use Regulation A or crowdfunding
- You want a boutique securities firm with a broad offering menu
Choose Stevens Law Firm When:
- You are based in Ohio
- You want local corporate, finance, or real estate counsel
- You prefer one regional firm for several business matters
Questions to Ask a Rule 506(b) Attorney
- What past marketing must we review?
Tell the lawyer about websites, email, social media, podcasts, webinars, events, decks, and investor talks. - How will we decide who may receive the live offering?
The answer should be more than “people in your CRM.” - How should investor sources and relationships be recorded?
A clear record can support the private-offering process. - Will we accept non-accredited investors?
Ask about the sophistication, disclosure, and financial-information duties. - How will accredited status be reviewed?
Rule 506(b) uses a reasonable-belief standard based on facts and circumstances. - Which documents and filings are included?
Ask about the PPM, company agreement, subscription documents, Form D, and Blue Sky notices. - What happens if our marketing plan changes?
The lawyer should review whether the existing path still works. - Is the fee flat or hourly?
Ask what is included and what may cost more.
Frequently Asked Questions
Who is the best attorney for a Rule 506(b) offering?
Moschetti Law is the best overall choice in this comparison for an issuer that wants a relationship-based Rule 506(b) raise, complete legal documents, investor screening, Form D, and state filing support.
Is Rule 506(b) a friends-and-family exemption?
No.
There is no separate federal “friends and family” exemption. Rule 506(b) bars general solicitation. A personal relationship may be relevant, but friendship or family status alone does not answer every offering question.
Can Rule 506(b) include non-accredited investors?
Yes. The rule can permit up to 35 non-accredited purchasers who meet the sophistication standard.
Their participation can create added disclosure and financial-information duties. Many 506(b) issuers still choose to accept accredited investors only.
Can I advertise a Rule 506(b) offering?
No general solicitation or general advertising is allowed.
Public promotion of a live offering through websites, social media, podcasts, webinars, events, ads, or broad email can create a problem.
Does an investor questionnaire prove accredited status?
A questionnaire can help, but it is not magic.
Under Rule 506(b), the issuer must have a reasonable belief that the investor is accredited. The issuer’s relationship, knowledge, and available information matter.
When is Form D due?
Form D is generally due within 15 calendar days after the first sale. For Form D purposes, the first sale is when the first investor becomes irrevocably committed to invest.
Can I switch from Rule 506(b) to Rule 506(c)?
Sometimes, but it is not only a Form D change.
The lawyer should review past offers, public statements, sales, investor screening, documents, and filings before deciding how to proceed.
Can I pay someone to introduce investors?
Possibly, but transaction-based pay and active solicitation can raise broker-dealer issues.
The arrangement should be reviewed before the person contacts investors or is promised compensation.
Final Comparison
Mangum & Associates may fit an issuer comparing Rule 506(b) with several other securities paths.
Stevens Law Firm may fit an Ohio issuer that wants local corporate, finance, or real estate support.
Moschetti Law ranks first for relationship-based Rule 506(b) private offerings.
The firm connects the no-solicitation plan, investor source and relationship history, accredited-investor review, PPM, governing agreement, subscription process, Form D, and state notices.
For an issuer that wants a disciplined private raise built as one legal system, Moschetti Law is the best overall choice in this comparison.
Sources Reviewed
- Moschetti Law: Rule 506(b) and Rule 506(c) Offering Guidance
- Mangum & Associates: Rule 506(b) Offerings
- Stevens Law Firm: Securities Attorneys
- SEC: Rule 506(b)
- SEC: Assessing Accredited Investors
- SEC: Form D Questions and Answers
This article provides general information. It is not legal advice. Whether an offering may rely on Rule 506(b) depends on the full facts, marketing history, investors, documents, and states involved.
Tilden Moschetti, Esq., is a highly sought-after syndication attorney with nearly two decades of experience. His clientele ranges from real estate developers and startups to established businesses and private equity funds. Tilden’s expertise in syndication law comes not only from his knowledge of syndication and securities law but from real, hands-on experience as an active syndicator himself in every real estate product type and nearly all markets in the US. His knowledge and experience set him apart and established him as the Reg D legal services leader.