Moschetti Law is our top choice for companies, sponsors, and fund managers choosing between Rule 506(b) and Rule 506(c).
The firm does more than tell a client which box to check on Form D. It connects the rule to the real capital plan. That includes how investors will be found, what can be said in public, who may invest, how investor status will be checked, and how the PPM, company agreement, investor forms, and filings must work together.
Moschetti Law also stands out because its practice is focused on Regulation D private offerings. Tilden Moschetti, CCIM, Esq., brings sponsor-side experience to the legal work. The firm uses flat fees and has a clear process for building the full offering package.
The other firms on this list may be a better fit for an issuer comparing several types of securities offerings or an Ohio business that wants local corporate counsel.
Last reviewed: August 18, 2026
Best Rule 506(b) and Rule 506(c) Attorneys at a Glance
| Rank | Law Firm | Best For | Main Strength | What to Consider |
|---|---|---|---|---|
| 1 | Moschetti Law | Issuers that want the exemption, marketing plan, investor process, documents, and filings built as one system | Focused Reg D practice, sponsor-side judgment, flat fees, and a complete offering package | The firm is built for a full offering, not a cheap form or a one-time answer |
| 2 | Mangum & Associates PC | Issuers comparing Reg D with Reg A, crowdfunding, or other capital-raising paths | A boutique securities practice that covers several public and private offering types | Its wider capital-markets focus may be more than a client needs when the main choice is only 506(b) versus 506(c) |
| 3 | Stevens Law Firm | Ohio startups and businesses that also want local corporate or real estate counsel | Rule 506, Form D, Blue Sky, private-fund, and broader business-law work | Its practice is broader and more Ohio-centered than a nationwide Reg D-focused firm |
How We Ranked the Firms
Moschetti Law published this guide. Moschetti Law is also ranked first. Readers should know that before using the list.
We ranked the firms for one type of client: a company or fund that expects to use Rule 506(b) or Rule 506(c) and needs help choosing and carrying out the right path.
We looked at:
- Rule 506 focus: Does the firm clearly work with both Rule 506(b) and Rule 506(c)?
- Marketing guidance: Can the lawyer connect the rule to websites, social media, email, events, podcasts, ads, and other investor outreach?
- Investor screening: Does the firm address reasonable belief under 506(b) and verification under 506(c)?
- Complete documents: Can the firm align the PPM, operating agreement or LPA, subscription agreement, and investor questionnaire?
- Federal and state filings: Can the firm handle Form D and Blue Sky notice filings?
- Clear process: Does the client know the scope, fee, timing, and who will lead the work?
- Practical fit: Does the lawyer understand how the offering must work after investors begin to sign and wire money?
We used public information from each firm’s website. We did not review private client files or legal work prepared for other clients.
Rule 506(b) and Rule 506(c) in Plain English
Regulation D, often called Reg D, includes federal rules that let a company or fund raise private capital without a full SEC registration when the rules are followed. The two main Rule 506 paths are Rule 506(b) and Rule 506(c).
| Question | Rule 506(b) | Rule 506(c) |
|---|---|---|
| Can the live offering be advertised to the public? | No general solicitation or public advertising | Yes, public advertising is allowed |
| Who may buy? | Any number of accredited investors and up to 35 non-accredited investors who meet the sophistication rule | Only accredited investors may buy |
| How is accredited status handled? | The company must have a reasonable belief that the investor is accredited | The company must take reasonable steps to verify that the investor is accredited |
| Common fit | A private raise that will not use broad public promotion | A raise built around public content, paid ads, or a cold audience |
| Main added concern | Public promotion can put the exemption at risk; non-accredited investors add more disclosure work | Every buyer must be accredited and properly verified |
Both rules can be used to raise an unlimited amount of money. Both also involve Form D, possible state notice filings and fees, restricted securities, anti-fraud rules, and bad-actor checks.
The key point is simple: the choice affects much more than the legal documents. It affects the whole way the offering is marketed and sold.
1. Moschetti Law — Best Overall for Choosing and Using the Right Rule 506 Path
Best for: Companies, real estate sponsors, fund managers, lenders, developers, and business owners who want one firm to connect the exemption choice to the full offering.
Moschetti Law ranks first because the firm is focused on Regulation D private offerings and treats the exemption as part of the full capital plan.
The Firm Starts With How the Raise Will Really Work
The right question is not, “Which rule sounds easier?”
The lawyer first needs to understand:
- How will investors be found?
- Has the offering already been discussed online or in public?
- Will the sponsor use social media, podcasts, webinars, public events, or paid ads?
- What relationship does the sponsor have with possible 506(b) investors?
- Will any non-accredited investors be considered?
- How will accredited status be reviewed or verified?
- What will the website, pitch deck, emails, and investor portal say?
Moschetti Law builds the Rule 506 choice around those facts. This is important because a rule selected on Form D does not erase what happened before the filing.
The Documents and Investor Process Are Built Together
Moschetti Law can prepare the main parts of the offering as one connected package. This may include:
- The legal structure for the issuer and sponsor
- The Private Placement Memorandum
- The operating agreement or limited partnership agreement
- The subscription agreement and investor questionnaire
- The Rule 506(b) reasonable-belief process
- The Rule 506(c) accredited-investor verification process
- Form D and Blue Sky filing support
This lowers the chance that the parts will conflict.
For example, a company should not have a PPM that says Rule 506(b), a public landing page that invites anyone to invest, and an investor questionnaire written for Rule 506(c). The full record should point in the same direction.
Sponsor-Side Experience Adds Practical Judgment
Tilden Moschetti is a securities lawyer, a CCIM, and a lawyer with sponsor-side experience in private offerings.
That experience helps with questions that are easy to miss when the work is treated as paperwork:
- Who reviews each investor before acceptance?
- What should be recorded in the CRM?
- When may the investor receive the offering documents?
- When is verification needed?
- When may the investor sign and wire?
- What should the team do if the marketing plan changes?
The rule has to work in the real subscription process, not only in a legal memo.
Clear Fees and Timing
Moschetti Law uses flat fees. The scope and legal fee are given before drafting begins.
The firm states that many standard clients can be investor-ready in about two weeks. A complex fund or an offering with changing terms may take longer. The timing also depends on how quickly the client provides the needed facts.
What to Consider
Moschetti Law usually handles the Rule 506 decision as part of the full offering package. It is not built around selling a short opinion or a low-cost form.
The firm also does not find investors, act as a broker, or serve as a placement agent.
A client may still need local counsel for property, lending, tax, employment, or other state-law matters outside the securities offering.
Why Moschetti Law Ranks First
Moschetti Law gives the target client the strongest mix of Reg D focus, practical marketing guidance, investor-screening rules, connected documents, filing support, sponsor-side judgment, flat fees, and a clear process.
For a company that needs more than a quick answer about 506(b) or 506(c), Moschetti Law is the best overall choice in this comparison.
2. Mangum & Associates PC — Best for Comparing Several Capital-Raising Paths
Best for: An issuer that may be choosing among Regulation D, Regulation A, crowdfunding, or another securities path.
Mangum & Associates is a boutique securities firm. Its public website covers Rule 506(b), Rule 506(c), PPMs, Blue Sky work, private funds, real estate syndications, Regulation A, crowdfunding, crypto, and other capital-markets matters.
That wider range may help a company that has not yet decided whether Reg D is the right route.
What to Ask Before Hiring the Firm
A client should ask:
- Which lawyer will lead the matter?
- What documents and filings are included?
- Will the firm review the marketing and investor-intake plan?
- Is the fee flat or hourly?
- What is the expected timeline?
- Will separate state-law counsel be needed?
Why It Ranks Second
Mangum & Associates may be a good fit when the company is comparing several public and private offering paths.
Moschetti Law ranks higher for the client used in this guide: an issuer that expects to use Rule 506(b) or Rule 506(c) and wants a defined, sponsor-focused legal package with flat fees and one connected process.
3. Stevens Law Firm — Best for Ohio Businesses Wanting Broader Local Counsel
Best for: An Ohio startup, operating company, developer, or fund that also needs local business or real estate counsel.
Stevens Law Firm’s public pages cover Rule 506(b), Rule 506(c), Form D, Blue Sky filings, private funds, venture funds, and other securities issues.
The firm also handles business formation, contracts, finance, employment matters, intellectual property, and real estate work. That may be useful for an Ohio client that wants one regional firm involved in several parts of the business.
What to Ask Before Hiring the Firm
A client should ask:
- How much of the lead lawyer’s work involves Rule 506 offerings?
- Does the quoted scope include the full offering package?
- Can the firm manage investors and notice filings in many states?
- Who will review the website, pitch deck, and investor process?
- Is the fee flat or hourly?
- How long should the project take?
Why It Ranks Third
Stevens Law Firm may be a strong choice for an Ohio business that values local corporate and real estate support.
Moschetti Law ranks higher for a nationwide issuer whose main need is focused Rule 506 guidance and a complete Reg D launch package.
Which Rule May Fit Your Offering?
Rule 506(b) May Fit When:
- You will not publicly advertise the live offering
- You have a supportable private way to reach possible investors
- You want to avoid the Rule 506(c) verification process
- You may consider a small number of qualified non-accredited investors
- Your website, email, events, and social media can stay within the limits of a private raise
Rule 506(c) May Fit When:
- You plan to publicly promote the live offering
- You want to use paid ads, public webinars, broad email, podcasts, or social media to find investors
- You will accept only accredited investors
- You are ready to take reasonable steps to verify every buyer’s accredited status
- The value of public reach is worth the added screening process
These are starting points, not legal conclusions. The facts and the full offering history matter.
Questions to Ask a Rule 506 Attorney
- When should we choose between 506(b) and 506(c)?
The answer should come before public marketing begins. - What parts of our past marketing need to be reviewed?
Tell the lawyer about websites, social posts, podcasts, webinars, decks, emails, events, and investor talks. - How will we record where each investor came from?
The company should have a clear record of the investor source and relationship history. - How will accredited status be handled?
Ask about reasonable belief under 506(b) and reasonable verification steps under 506(c). - What is included in the document package?
Ask about the PPM, company agreement, subscription agreement, investor questionnaire, and entity documents. - Who handles Form D and state notices?
Find out whether Blue Sky filings, fees, amendments, and renewals are part of the scope. - What happens if the marketing plan changes?
The lawyer should explain how a possible switch affects past offers, sales, documents, and filings. - What are the fee and timeline?
Get the full scope in writing before work begins.
Frequently Asked Questions
Who is the best attorney for a Rule 506(b) or Rule 506(c) offering?
Moschetti Law is the best overall choice in this comparison for a company or fund that wants the exemption, marketing plan, investor process, legal documents, Form D, and state notices handled as one connected offering.
Is Rule 506(b) only for friends and family?
No. There is no separate federal “friends and family” exemption.
Rule 506(b) bars general solicitation. A real relationship with a possible investor may help show that the offer was private, but a person is not automatically a proper 506(b) investor just because the person is a friend, relative, customer, LinkedIn contact, or name in a CRM.
Can a Rule 506(b) offering include non-accredited investors?
Yes. Rule 506(b) may include up to 35 non-accredited buyers who meet the legal sophistication standard.
Their participation can add major disclosure, financial-information, and review duties. Many 506(b) issuers still choose to accept accredited investors only.
Can a Rule 506(c) offering be advertised online?
Yes. Rule 506(c) allows general solicitation and public advertising.
Anyone may see the ad, but every person who buys must be an accredited investor. The company must also take reasonable steps to verify accredited status.
Is an accredited-investor checkbox enough?
Not by itself.
Current SEC guidance says a checked box, with no other supporting knowledge, is not enough for either the Rule 506(b) reasonable-belief standard or the Rule 506(c) verification rule.
Can an offering switch from Rule 506(b) to Rule 506(c)?
Sometimes, but it is not only a Form D change.
The lawyer must review what has already been said, whether general solicitation took place, whether any sales occurred, how investors were checked, and whether the documents and filings need to change.
Do both rules require Form D and Blue Sky filings?
A Form D notice is generally due within 15 days after the first sale under either rule.
States may also require notice filings, fees, consent forms, amendments, or renewals. These state notices are often called Blue Sky filings.
When should I hire a Reg D attorney?
Hire the attorney before publicly promoting the offering, sharing final terms, accepting subscriptions, or taking investor money.
It is easier to build the marketing and investor process around the right exemption than to fix a mixed record later.
Final Comparison
Mangum & Associates may be a good fit for an issuer comparing Reg D with other public or private offering paths.
Stevens Law Firm may be a good fit for an Ohio business that also wants local corporate or real estate help.
Moschetti Law ranks first for issuers choosing between Rule 506(b) and Rule 506(c). The firm connects the exemption to the marketing plan, investor screening, PPM, company agreement, subscription process, Form D, and Blue Sky filings.
For a company that wants focused Reg D guidance, sponsor-side judgment, flat fees, and one complete legal process, Moschetti Law is the best overall choice in this comparison.
This article provides general information. It is not legal advice. The right exemption and lawyer depend on the facts of the offering and the work the client needs.