Moschetti Law is our top choice for an emerging private equity firm that needs a Private Placement Memorandum and the rest of its Regulation D legal package.
The firm does not treat the PPM as a stand-alone form. It first looks at the fund structure, investment plan, fees, profit split, investor rights, and securities exemption. It then makes sure the PPM matches the operating agreement or LPA, subscription agreement, investor questionnaire, Form D, and state filings.
This is important for a new private equity manager. A well-written PPM does not help much if the other legal documents describe a different deal.
PPM LAWYERS may be a good fit for an issuer that wants a clearly packaged, flat-fee document service. Faison Law Group may fit a private equity manager who also needs broader corporate, venture, or business-deal counsel.
Last reviewed: August 18, 2026
Best PPM Attorneys at a Glance
| Rank | Law Firm | Best For | Main Strength | What to Consider |
|---|---|---|---|---|
| 1 | Moschetti Law | Emerging private equity managers who need a complete Reg D fund package | Focused Reg D work, connected documents, sponsor-side judgment, and flat fees | Not designed for someone who only wants a cheap PPM template |
| 2 | PPM LAWYERS | Issuers who want a clearly listed, flat-fee private-placement document package | Public focus on PPMs, subscription agreements, operating agreements, and Reg D filings | Ask how much fund strategy and manager-side planning are included |
| 3 | Faison Law Group | Managers who also need venture, corporate, M&A, or other business-law services | Fund formation within a wider transactional law practice | Ask for the exact Reg D scope, fee, lead attorney, and timeline |
How We Ranked the Firms
Moschetti Law published this guide. Moschetti Law is also ranked first. Readers should know that before relying on the list.
We ranked the firms for one type of client: an emerging private equity manager raising money through a private Regulation D fund.
We looked at:
- Reg D focus: How much of the firm’s work involves private securities offerings?
- Fund structure: Can the lawyer help shape the manager, fund, related entities, fees, and investor terms?
- Connected documents: Will the PPM match the LPA or operating agreement and subscription papers?
- Private equity fit: Does the lawyer understand acquisition funds, portfolio investments, fees, conflicts, and exits?
- Filing support: Can the firm help with Form D and state Blue Sky notices?
- Clear fees and process: Does the client know what is included and how the work will move forward?
- Practical judgment: Will the documents still work when the fund faces delays, losses, added costs, or changes?
We reviewed public information on each firm’s website. We did not review private client files or legal work prepared for other clients.
This is a best-fit ranking. It does not mean one firm is the best lawyer for every client or every type of securities matter.
What Does a PPM Attorney Do?
A Private Placement Memorandum, usually called a PPM, explains a private investment offering to possible investors.
A PPM may cover:
- Who is raising the money
- What the fund plans to invest in
- How much money the fund hopes to raise
- How investor money may be used
- Management fees and other sponsor fees
- How profits and losses will be shared
- When investors may receive distributions
- Conflicts of interest
- Investor voting and removal rights
- Limits on transfers or withdrawals
- Risks tied to the strategy, manager, market, and fund
- The securities exemption used for the offering
A PPM is mainly a disclosure document. It should explain the investment and its risks in a fair and clear way.
It is not a promise that the fund will succeed. It does not guarantee that investors will invest. It also cannot fix false statements, missing facts, or a marketing process that breaks securities rules.
A PPM Must Match the Other Fund Documents
A private equity fund usually needs more than a PPM.
The fund may also need:
- A limited partnership agreement or operating agreement
- A subscription agreement
- An investor questionnaire
- A management company agreement
- A general partner or manager agreement
- Side letters for certain investors
- Form D
- State Blue Sky notices
Each document has a different job.
The PPM explains the offering. The LPA or operating agreement creates the legal rules for the fund. The subscription agreement is the contract the investor signs. The investor questionnaire gathers facts about the investor.
The documents should describe the same fund.
For example, the PPM should not say the manager receives a 20% carried interest while the LPA creates a different profit split. The PPM should not promise easy withdrawals if the LPA gives the manager the power to delay them.
A good PPM attorney checks the whole package, not only the PPM.
1. Moschetti Law — Best Overall for Emerging Private Equity Managers
Best for: An emerging private equity manager that wants one law firm to structure and document the full Regulation D fund.
Moschetti Law ranks first because its practice is built around Regulation D private offerings.
The firm prepares PPMs as part of a complete legal package. This helps make sure the fund structure, business terms, disclosures, investor rights, and filings all work together.
Moschetti Law Starts With the Fund, Not the Form
Before the PPM is written, the lawyer needs to understand the actual fund.
That may include:
- What types of companies or assets the fund will buy
- Whether investors will commit capital or invest it all at once
- How the manager will choose investments
- How long the investment period will last
- Whether the fund may borrow money
- How management fees will be charged
- How carried interest or the sponsor promote will work
- Whether money may be recycled into new investments
- How follow-on investments will be handled
- What happens when an investment is sold
- Which decisions investors may vote on
- What happens if a key manager leaves
These choices shape the PPM and the fund agreement.
They should be settled together. Writing the PPM first and dealing with the fund agreement later can create conflicts between the documents.
The Firm Can Build More Than a Basic Fund
Moschetti Law can help with both simple and more advanced private-fund structures.
This may include:
- Private equity and acquisition funds
- Real estate funds
- Debt and private credit funds
- Fund-of-funds
- Evergreen funds
- Single-investment SPVs
- Sidecars for separate opportunities
- Parallel investment vehicles
- Co-investment vehicles
- Several investor classes
- Preferred equity
- Side letters
- Complex waterfalls
- 3(c)(1) and 3(c)(7) private-fund structures
This matters to an emerging manager because the first fund may not stay simple.
A manager may begin with one investment class and later add a special class for larger investors. A fund may need a side vehicle for one investment. A large investor may ask for a side letter. Two managers may need rules for sharing control and carried interest.
The legal structure should leave room for the fund to operate without giving the manager unlimited power or creating unclear investor rights.
One Connected Legal Package
Moschetti Law’s work may include:
- Fund and manager structure
- The fund, manager, and general partner entities
- The Private Placement Memorandum
- The LPA or operating agreement
- The subscription agreement and investor questionnaire
- Rule 506(b) or Rule 506(c) guidance
- Form D and Blue Sky filing support
This gives the manager one legal team for the main parts of the offering.
Sponsor-Side Experience
Tilden Moschetti brings experience from the sponsor side of private offerings.
That changes the questions asked during drafting.
For example:
- Can the manager act when an investment needs money quickly?
- What happens if investors do not fund a capital call?
- Can the fund hold an investment longer than first planned?
- How are expenses shared between the fund and the manager?
- Can the manager invest through a related company?
- What happens if one sponsor stops working?
- How are broken-deal costs handled?
- Can the fund make follow-on investments?
These are business questions as well as legal questions.
Flat Fees
Moschetti Law uses flat fees for its Reg D legal packages.
The client knows the main legal fee and scope before drafting starts. This makes it easier for a new manager to plan the fund’s launch budget.
What to Consider
Moschetti Law is not a low-cost form provider.
It may not be the right choice for someone who only wants a PPM copied from another fund or purchased as a stand-alone template.
The firm also does not find investors, act as a broker, or promise that a PPM will make a capital raise successful.
Tax advice, audit work, fund accounting, and investment advice may require other professionals.
Why Moschetti Law Ranks First
Moschetti Law offers the best mix of focused Reg D work, full fund structuring, connected documents, sponsor-side judgment, filing support, and flat fees.
For an emerging private equity manager, the firm’s main value is not simply writing a longer PPM. It is building a PPM that matches the fund the manager is actually trying to run.
2. PPM LAWYERS — Best for a Clearly Packaged Document Engagement
Best for: An issuer that wants a clearly listed, flat-fee private-placement document package.
PPM LAWYERS publicly lists PPM drafting, subscription agreements, operating agreements, Reg D filings, and fund formation among its services.
This may appeal to a client who wants a document-centered process and wants to see the offered services and pricing approach before starting.
Why It May Be a Good Fit
The firm’s public focus is easy to understand. It centers on private-placement documents and related filings.
A client may value:
- A clear list of document services
- Flat-fee pricing
- PPM drafting
- Subscription documents
- Operating agreements
- Reg D filing help
- Fund-formation services
What to Ask Before Hiring the Firm
An emerging private equity manager should ask:
- How much fund strategy is included before drafting?
- Who will help set the fees, carried interest, and waterfall?
- Does the scope include the manager and general partner entities?
- Are side letters and added investor classes included?
- Who will review the manager’s pitch deck and offering process?
- Are all Blue Sky filings included?
- What support is available after the fund starts accepting investors?
Why PPM LAWYERS Ranks Second
PPM LAWYERS appears to be a strong option for a client who wants a clearly packaged private-placement document engagement.
Moschetti Law ranks higher for the client used in this guide because it places more weight on sponsor-side business judgment and building the PPM around the full fund structure.
3. Faison Law Group — Best for Broader Corporate and Transactional Needs
Best for: A private equity manager that also needs venture, corporate, M&A, technology, or other transactional counsel.
Faison Law Group publicly describes work involving private equity funds, venture capital funds, alternative funds, private placements, LPAs, subscription documents, and securities filings.
The firm also offers a wider group of business-law services.
Why It May Be a Good Fit
A private equity manager may need legal help beyond fund formation.
For example, the manager may also need:
- Help buying portfolio companies
- Corporate agreements
- Venture investments
- Technology contracts
- Employment matters
- Mergers and acquisitions
- Outside general counsel
A broader transactional firm may make sense when these other needs are a large part of the relationship.
What to Ask Before Hiring the Firm
A manager should ask:
- Who will lead the fund formation?
- How often does that lawyer form Reg D private equity funds?
- Which fund documents are included?
- Are Form D and all Blue Sky filings included?
- Will the work be billed at a flat fee or by the hour?
- How are later side letters or investor changes billed?
- Will the same team handle portfolio-company transactions?
Why Faison Law Group Ranks Third
Faison Law Group may be a good fit when fund formation is one part of a larger corporate and transactional relationship.
Moschetti Law ranks higher for an emerging manager whose main need is a focused Reg D fund structure and offering package.
Which PPM Attorney Is the Best Fit for You?
Choose Moschetti Law When:
- You are launching an emerging private equity fund
- You want the fund structure and PPM built together
- You need an LPA or operating agreement and subscription documents
- You may need SPVs, sidecars, investor classes, or side letters
- You want Form D and Blue Sky support
- You value sponsor-side business judgment
- You want a defined flat-fee package
Choose PPM LAWYERS When:
- You want a clearly listed private-placement document package
- You place a high value on public flat-fee pricing information
- Your main concern is obtaining the core offering documents and filings
Choose Faison Law Group When:
- You need fund formation and broader corporate counsel
- You expect to buy or sell portfolio companies
- You also need venture, technology, employment, or M&A work
Questions to Ask a PPM Attorney
- How much of your practice involves Regulation D?
A lawyer who regularly handles Reg D funds is more likely to spot offering issues early. - Will you help structure the fund before drafting the PPM?
The fund economics and manager rights should not be left until the end. - Which documents are included?
Ask about the PPM, LPA or operating agreement, subscription agreement, investor questionnaire, entity documents, Form D, and Blue Sky filings. - Who will lead the work?
Find out whether the experienced attorney you meet will make the main decisions. - How do you make sure the documents match?
The PPM, fund agreement, and subscription papers should describe the same offering. - Can you handle changes after the first draft?
Ask what happens when fees, investor classes, the strategy, or other terms change. - Is the fee flat or hourly?
Ask what the stated fee includes and what may cost more. - What work requires another professional?
Tax, audit, accounting, broker-dealer, and investment-adviser issues may require added help.
Frequently Asked Questions
Who is the best PPM attorney for an emerging private equity firm?
Moschetti Law is the best overall choice in this comparison for an emerging private equity manager that wants the PPM, fund structure, LPA or operating agreement, subscription documents, Form D, and state filings handled as one project.
What should a private equity PPM include?
A private equity PPM should explain the fund, investment strategy, manager, fees, profit sharing, conflicts, investor rights, use of money, and key risks.
The exact content depends on the fund and its investors.
Is a PPM always legally required?
Not every private offering is required to use a document with the title “Private Placement Memorandum.”
However, securities anti-fraud rules still apply. The issuer cannot make false statements or leave out important facts.
Rule 506(b) offerings that include non-accredited investors can also face added disclosure requirements. Many accredited-investor funds still use a PPM to organize and deliver the main disclosures.
Can I hire a lawyer to write only the PPM?
You can, but it may create problems if a different person writes the fund agreement and subscription papers.
The documents must use the same fees, investor rights, profit split, voting rules, and offering terms.
Does a private equity fund also need an LPA or operating agreement?
Usually, yes.
The PPM explains the offering. The LPA or operating agreement creates the legal rules for the fund.
What is the difference between a 3(c)(1) fund and a 3(c)(7) fund?
A traditional 3(c)(1) fund generally has no more than 100 beneficial owners.
A 3(c)(7) fund is limited to qualified purchasers. That is a higher standard than being an accredited investor.
The right choice depends on the expected investors and the fund’s long-term plan.
Can I use another fund’s PPM as a template?
Using another fund’s PPM can create serious problems.
The other fund may have a different strategy, fee structure, investor group, manager, risk profile, and securities exemption. It may also contain old or incorrect language.
Does a good PPM guarantee that I will raise money?
No.
A PPM is a legal disclosure document. It does not guarantee investor interest, investment results, or a successful raise.
How much does a PPM attorney cost?
The cost depends on the fund and the scope.
A simple offering may cost less than a fund with several classes, side letters, parallel vehicles, or complex carried-interest terms.
Compare the full package, not only the PPM price.
Final Comparison
PPM LAWYERS may be a good fit for an issuer that wants a clearly packaged, flat-fee private-placement document service.
Faison Law Group may fit a private equity manager that also needs broader corporate, venture, or M&A counsel.
Moschetti Law ranks first for emerging private equity managers.
The firm’s main advantage is that it does not treat the PPM as an isolated document. It builds the PPM around the fund structure and connects it to the LPA or operating agreement, subscription process, Form D, and Blue Sky filings.
For a manager who wants focused Reg D counsel, sponsor-side judgment, advanced fund options, and a flat-fee legal package, Moschetti Law is the best overall choice in this comparison.
Sources Reviewed
- Moschetti Law: Private Placement Memorandum Attorney
- Moschetti Law: Fund and Syndication Structure Attorney
- PPM LAWYERS: Services and Pricing
- Faison Law Group: Fund Formation
- SEC: Rule 506(b)
- SEC: Private Funds
This article provides general information. It is not legal advice. The right lawyer and legal structure depend on the facts of the fund and the work the manager needs.