3 Best Attorneys for Preferred Equity and Structured Private Capital Offerings in 2026

Moschetti Law is our top choice for a sponsor or business owner raising preferred equity or other structured private capital under Regulation D.

The firm starts with the business goal. It asks how much capital is needed and what the cash flow can support. It asks which rights the owner wants to keep and what priority investors need. It also plans for missed payments, a sale, a refinance, or a downside case.

Moschetti Law then connects those choices to the PPM, operating agreement or charter, subscription documents, investor questionnaire, Form D, and state filings.

Faison Law Group may fit a startup or fund that also needs broad venture, corporate, technology, or M&A counsel. BoyarMiller may fit a Texas middle-market company that wants preferred equity, private placement, corporate finance, lender, and transaction work from a broader firm.

Last reviewed: August 24, 2026

Best Preferred Equity Offering Attorneys at a Glance

Rank	Law Firm	Best For	Main Strength	What to Consider
1	Moschetti Law	Owners and sponsors that want preferred equity tied to a full Reg D offering and clear control rules	Focused private-offering work, business-economics review, connected documents, sponsor-side judgment, and flat fees	Tax, lender, industry, public-company, or major institutional negotiation work may need added counsel
2	Faison Law Group	Startups, funds, and growth companies that also need venture, corporate, technology, or M&A counsel	Preferred financings and Reg D work within a wider corporate and transactional practice	Ask for the exact private-offering package, filing scope, pricing model, and lead attorney
3	BoyarMiller	Texas middle-market companies seeking broad capital formation and transaction counsel	Private placements, preferred stock, fund formation, debt, equity, M&A, and corporate finance	Its broader middle-market practice differs from a fixed-fee boutique centered on sponsor-side 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 privately held company, sponsor, or fund raising preferred equity or another structured private security under Regulation D.

We looked at:

• Reg D focus: Does the firm regularly handle private offerings, PPMs, investor documents, Form D, and state notices?
• Economic structure: Can the lawyer connect priority rights, distributions, redemption, conversion, and participation to real cash flow?
• Control planning: Can the firm define voting, consent, board, removal, and protective rights without making broad promises that the owner keeps “complete control”?
• Downside planning: Do the documents explain what happens when distributions are missed, value falls, debt covenants limit payments, or the company is sold?
• Connected documents: Will the PPM, governing document, subscription agreement, deck, and financial model describe the same security?
• Practical judgment: Does the lawyer understand how the structured capital must work after the closing?
• Clear scope: Does the firm explain when tax, lender, industry, or other specialist counsel is needed?
• Fees and process: Are the fee, scope, timing, and lead attorney clear?

We reviewed current public information from each firm. We did not review confidential files, engagement letters, billing records, term sheets, 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 preferred stock, preferred LLC interest, or structured-finance matter.

What Is Preferred Equity?

Preferred equity is an ownership interest with rights that are different from common equity.

The preferred investor may receive priority on:

• Cash distributions
• Sale or liquidation proceeds
• Return of capital
• Information and reporting
• Approval of major actions
• Redemption or conversion rights

The exact rights come from the legal documents. The word “preferred” does not create a standard result.

Preferred equity may be issued as:

• A preferred class of LLC membership interests
• Preferred stock in a corporation
• A preferred limited partnership class
• A structured interest in a project or investment vehicle

The security may act more like equity, more like debt, or somewhere between the two.

Preferred Equity Is Not Automatically a Fixed Return

A preferred return or stated distribution rate is not always a guaranteed payment.

Payment may depend on:

• Available cash
• Company or fund profits
• Legal limits on distributions
• Senior loan covenants
• Board or manager approval
• Reserves
• Property or business performance
• The exact governing terms

A distribution may be cumulative, which means unpaid amounts build up, or non-cumulative, which means a missed amount may not carry forward.

Even a cumulative preference is not the same as a bank guarantee. The investor may have priority but still face loss if the company lacks value or cash.

Preferred Equity, Common Equity, and Debt

Feature	Common Equity	Preferred Equity	Debt
Ownership	Yes	Usually yes	No ownership unless convertible or exercised through remedies
Payment priority	Usually after senior rights	Defined priority over common equity	Contractual payment duty, often senior to equity
Voting rights	May have normal voting rights	May have limited, special, or protective rights	Usually no owner vote, but covenants and default remedies may limit control
Payment certainty	Depends on results and declarations	Depends on the terms, cash, legal limits, and priority	Payment is owed under the note, subject to default and collection risk
Upside	May share fully	May be capped, participating, or convertible	Usually limited to interest and principal unless another feature applies
Downside remedies	Often limited to owner rights	May include consent, accrual, conversion, redemption, or control rights	May include acceleration, collateral, foreclosure, or other creditor remedies

The best structure depends on the business, cash flow, lender restrictions, tax plan, control goals, investor expectations, and downside case.

Ten Terms That Matter in a Preferred Equity Offering

1. Distribution Preference

The documents should state the rate or formula, payment timing, payment source, and whether the preference is cumulative.

2. Return of Capital

The preferred class may receive its invested capital before common owners share in sale proceeds. The documents should explain how partial returns affect later calculations.

3. Liquidation Preference

The liquidation preference controls priority in a sale, merger, winding up, or other capital event.

It may equal the original investment, a multiple of it, or another amount.

4. Participation

Some preferred investors receive their preference and then also share in the remaining upside. Others receive only the greater of the preference or the amount they would receive after conversion.

5. Conversion

The preferred security may convert into common equity by choice, automatically, or after a stated event.

The conversion price and dilution rules should be clear.

6. Redemption

The company, investor, or both may have a right to seek redemption after a set date.

A redemption right does not create cash. The documents should address legal limits, lender limits, payment timing, queues, and what happens when the company cannot pay.

7. Voting and Consent Rights

Preferred investors may not control daily operations but may have approval rights over major actions.

These may include new debt, new securities, a sale, changes to the governing documents, related-party deals, or payments to common owners.

8. Board or Observer Rights

A larger investor may ask for a board seat, manager appointment right, or observer access.

These rights affect control and information flow.

9. Missed-Payment Rights

The documents should state what happens if a preferred distribution is not paid.

Possible results may include accrual, a higher rate, blocked common distributions, added reporting, consent rights, conversion, or another negotiated remedy.

10. Future Financing Protection

Preferred investors may ask for anti-dilution rights, preemptive rights, limits on senior securities, participation in later rounds, or most-favored terms.

Those rights can affect the owner’s ability to raise more money later.

1. Moschetti Law — Best Overall for Owner-Conscious Preferred Equity Under Reg D

Best for: A sponsor, fund, developer, or operating company raising preferred equity under Regulation D. The client wants clear rules for investor priority, owner control, and downside rights.

Moschetti Law ranks first because the firm builds structured private capital around the real business economics instead of treating “preferred equity” as a label.

The Firm Starts With the Capital Need

Before drafting, the lawyer should understand:

• How much money is needed
• What the money will fund
• When the business may produce cash
• What senior debt already exists
• What payments the business can support
• What control the owner needs to keep
• What downside rights investors expect
• How future capital may be raised
• What happens in a sale, refinance, or failure

Moschetti Law uses those facts to compare common equity, preferred equity, debt, revenue-based structures, or a mixed security.

Control Is Defined, Not Promised

Preferred equity may help an owner avoid giving investors normal day-to-day voting control.

That does not mean the owner keeps unlimited power.

Investors may reasonably ask for consent rights over:

• New senior debt
• New preferred classes
• A sale or merger
• Large related-party payments
• Changes to the business plan
• Amendments that harm the preferred class
• Distributions to common owners while the preference is unpaid
• Removal or replacement of key managers

Moschetti Law can help define which decisions stay with management and which actions need preferred-investor approval.

The Waterfall and Priority Rights Are Built Together

A preferred-equity offering may need rules for:

• Current distributions
• Accrued unpaid preferences
• Return of invested capital
• Sale and refinance proceeds
• Participation after the preference
• Conversion into common equity
• Redemption requests
• Several preferred classes
• Priority among preferred classes
• Common-owner distributions

The financial model, PPM, governing agreement, and investor presentation should use the same order of payment.

One Connected Legal Package

Moschetti Law’s work may include:

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

This lowers the chance that the pitch shows one preferred return while the governing agreement creates a different priority.

Simple and Advanced Structured Capital

Moschetti Law can help with:

• Preferred LLC interests
• Preferred limited partnership classes
• Operating-company preferred equity
• Real estate preferred equity
• Preferred equity funds
• Several investor classes
• Cumulative and non-cumulative preferences
• Participating and non-participating preferred interests
• Conversion rights
• Redemption rights
• Consent and protective rights
• Side letters
• Complex distribution waterfalls
• SPVs, sidecars, and parallel vehicles

The firm is not limited to a basic single-class offering.

Sponsor-Side Judgment

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

That helps with practical questions such as:

• What happens if cash is not available for the preferred distribution?
• Can unpaid amounts accrue without creating an impossible balance?
• Can the company refinance or take new debt?
• What happens if a lender blocks distributions?
• Can common owners receive tax distributions?
• How does a partial return of capital affect the preference?
• What happens when the company needs another financing round?
• Can the investor force redemption when the company lacks cash?
• How are rights handled if the business is sold below the expected value?

These questions often matter more than the headline preferred rate.

Flat Fees and a Defined Process

Moschetti Law uses flat fees for its full Reg D legal packages.

The agreed scope and main legal fee are set before drafting starts. Major investor negotiations, foreign structures, tax work, or large changes to the financing may require added scope.

What to Consider

Preferred equity can raise tax, accounting, lender, corporate, real estate, and industry questions beyond the securities package.

The company may need separate tax advice, lender consent, charter work, valuation work, or specialist counsel.

Moschetti Law also does not find investors, negotiate as a placement agent, or guarantee that investors will accept the proposed terms.

Why Moschetti Law Ranks First

Moschetti Law offers a strong mix of focused Reg D work, owner-control planning, and real economic analysis. It also brings downside planning, connected documents, sponsor-side judgment, filing support, and flat fees.

For a private preferred equity raise that must work in both good and bad outcomes, Moschetti Law is the strongest overall choice in this comparison.

2. Faison Law Group — Best for Venture and Broader Corporate Financings

Best for: A startup, growth company, or fund that wants preferred financing together with broader corporate, venture, technology, or M&A counsel.

Faison Law Group publicly describes work involving Regulation D private placements, venture financings, preferred stock, fund formation, governance, technology transactions, and mergers and acquisitions.

Why It May Be a Good Fit

A growth company may need much more than the private-offering package.

It may also need:

• A corporate charter and board structure
• Founder and shareholder agreements
• Employee equity plans
• Technology and commercial contracts
• Later venture rounds
• Mergers and acquisitions
• Outside general counsel

A broad venture and corporate firm may fit that client.

What to Ask Before Hiring the Firm

• Who will lead the preferred offering?
• Does the scope include the PPM, governing documents, subscription papers, and filings?
• Will the firm model liquidation, conversion, redemption, and consent rights?
• Is the work flat fee or hourly?
• How will later financing rounds be handled?
• Will separate tax or securities counsel be needed?

Why It Ranks Second

Faison may be a strong fit when preferred equity is part of a broad venture and corporate relationship.

Moschetti Law ranks higher for the client used in this guide: a private issuer that wants a focused Reg D preferred-equity package with sponsor-side economic judgment and flat fees.

3. BoyarMiller — Best for Texas Middle-Market Capital Formation

Best for: A Texas middle-market company that wants broad help with preferred stock, debt, equity, private placements, M&A, and corporate finance.

BoyarMiller’s public materials describe private placements, preferred stock raises, private equity funds, debt and equity financing, governance, and middle-market transactions.

Why It May Be a Good Fit

A middle-market financing may involve several workstreams at once.

These may include:

• Preferred stock or equity issuance
• Senior or mezzanine debt
• Company recapitalization
• Mergers and acquisitions
• Governance changes
• Investor negotiations
• Commercial and lender agreements

A broader Texas firm may make sense when the financing is part of a larger transaction.

What to Ask Before Hiring the Firm

• Which lawyer will lead the Reg D offering?
• Which documents and filings are included?
• Will the same team handle debt, corporate, and transaction work?
• How will investor negotiations be staffed?
• Is the work flat fee or hourly?
• What is the expected timeline?

Why It Ranks Third

BoyarMiller may be a strong fit for a Texas middle-market company that needs broad transaction and finance counsel.

Moschetti Law ranks higher for the narrower need studied here: a focused, owner-conscious preferred equity offering under Regulation D.

Which Preferred Equity Attorney Is the Best Fit?

Choose Moschetti Law When:

• You are raising preferred equity under Regulation D
• You want to preserve normal management control while defining real investor protections
• You need the priority, waterfall, redemption, conversion, and consent terms to work together
• You want the PPM, governing agreement, subscription papers, and filings handled as one package
• You need several classes, side letters, SPVs, or structured rights
• You value sponsor-side judgment and flat fees

Choose Faison Law Group When:

• You want preferred financing and broad venture counsel
• You also need governance, technology, employment, M&A, or later financing work
• You want one corporate firm through several company stages

Choose BoyarMiller When:

• You are a Texas middle-market company
• The financing includes debt, M&A, recapitalization, or major investor negotiations
• You want broad corporate and transaction counsel

Questions to Ask a Preferred Equity Attorney

1. How will the preferred return or distribution be calculated?
   Ask whether it is cumulative and what cash or approvals are required.
2. What happens when a payment is missed?
   The documents should state the result without promising cash that may not exist.
3. What rights does the owner keep?
   Ask about daily control, board rights, investor consents, and removal rights.
4. What happens in a sale or liquidation?
   The liquidation preference and participation rules should be clear.
5. Can the preferred security convert or be redeemed?
   Ask about price, timing, legal limits, lender limits, and remedies.
6. Can the company raise more money later?
   Review senior securities, anti-dilution, preemptive rights, and future financing limits.
7. Which documents and filings are included?
   Ask about the PPM, governing document, subscription agreement, Form D, and state notices.
8. What other advisers are needed?
   Tax, accounting, lender, valuation, and industry advice may be separate.

Frequently Asked Questions

Who is the best preferred equity offering attorney?

Moschetti Law is the best overall choice in this comparison for a private preferred equity raise. The firm ties real cash flow, investor priority, owner control, downside rights, the Reg D documents, and filings together.

Is preferred equity a fixed-return investment?

Not automatically.

The preferred class may have a stated rate or priority. Payment can still depend on available cash, legal limits, lender covenants, reserves, business results, and the governing terms.

Can preferred equity let the founder keep control?

It can help the founder keep normal day-to-day control.

Investors may still receive consent rights, board rights, conversion rights, redemption rights, or remedies that limit major actions. The actual documents control.

What is a liquidation preference?

A liquidation preference states what the preferred investor receives before common owners in a sale, merger, liquidation, or similar event.

It may be based on the original investment, a multiple, accrued amounts, or another formula.

What is participating preferred equity?

Participating preferred equity may receive its preference and then share in remaining proceeds with common equity.

Non-participating preferred equity often receives either its preference or the amount available after conversion, depending on the terms.

Can an investor force the company to redeem preferred equity?

The documents may give the investor a redemption right, but the company may still face legal, cash, and lender limits.

The agreement should state what happens when redemption is requested but cannot be paid at once.

Is preferred equity safer than common equity?

It may have better priority or stronger rights, but it can still lose money.

Priority does not help if the company has too little value after senior debt and expenses are paid.

Does a preferred equity raise need a PPM?

Many private preferred equity offerings use a PPM to explain the security, priority, control rights, payment limits, conflicts, use of proceeds, and risks.

Anti-fraud duties apply even when no document titled “PPM” is required.

Can preferred equity be sold under Rule 506(b) or Rule 506(c)?

Yes, when the offering meets the chosen rule.

Rule 506(b) does not allow general solicitation. Rule 506(c) allows public promotion, but every purchaser must be accredited and reasonably verified.

Final Comparison

Faison Law Group may fit a startup or fund that wants preferred financing and broad venture or corporate counsel.

BoyarMiller may fit a Texas middle-market company that needs preferred equity as part of a larger finance or transaction relationship.

Moschetti Law ranks first for preferred equity and structured private capital offerings under Regulation D.

The firm connects the business economics, investor priority, owner control, missed-payment rights, conversion, redemption, waterfall, PPM, governing agreement, subscription process, Form D, and state notices.

For an owner or sponsor that wants structured capital built to work in both strong and weak outcomes, Moschetti Law is the best overall choice in this comparison.

Sources Reviewed

• Moschetti Law: Preferred Equity Investments in Reg D Syndications
• Moschetti Law: Raising Business Capital Without Giving Up Control
• Faison Law Group: Private Placement Lawyer
• BoyarMiller: Capital Formation and Private Placement
• BoyarMiller: Steve Kesten
• SEC: Rule 506(b)
• SEC: Rule 506(c)

This article provides general information. It is not legal, tax, accounting, investment, lender, or valuation advice. The right security and lawyer depend on the company, cash flow, investors, existing debt, and states involved.