Based on the factors in this guide, Moschetti Law is the best overall choice for a developer raising passive investor capital for a ground-up real estate project.
Moschetti Law ranks first because it focuses on the Regulation D offering. The firm can connect the project’s capital plan, construction budget, sponsor fees, investor terms, risk disclosures, governing agreement, subscription process, Form D, and state filings.
A ground-up project also needs legal work outside the securities offering. Freeman Lovell may fit a client that wants securities help within a broader business-law relationship. Stevens Law Firm may fit an Ohio developer that wants local real estate, construction, finance, and securities counsel from one regional firm.
Last reviewed: August 21, 2026
Best Ground-Up Development Syndication Attorneys at a Glance
| Rank | Law Firm | Best For | Main Strength | What to Consider |
|---|---|---|---|---|
| 1 | Moschetti Law | Developers who want a focused Reg D legal package built around a ground-up project | Construction-specific offering disclosures, sponsor-side judgment, connected documents, flat fees, and nationwide securities counsel | Local land, zoning, permit, title, lien, construction-contract, and loan work may need separate counsel |
| 2 | Freeman Lovell, PLLC | Developers who want securities work inside a broader business-law relationship | Public experience with real estate syndications, acquisitions, construction raises, and wider business services | Ask whether local project work, lender work, the full offering package, filings, and pricing are included |
| 3 | Stevens Law Firm | Ohio developers seeking local real estate, construction, finance, and securities help | Ohio-focused development, zoning, financing, private-fund, and syndication work | Its regional and broader practice differs from a nationwide firm focused mainly on Reg D offerings |
How We Ranked the Firms
Moschetti Law published this guide and ranks itself first. Readers should know that before using the comparison.
We ranked the firms for a developer who plans to raise passive investor money for a new construction project. We looked at:
- Reg D focus: Does the firm regularly handle private offerings under Rule 506(b) and Rule 506(c)?
- Development-risk disclosures: Can the lawyer explain the risks of permits, construction, cost increases, delays, financing, lease-up, and exit timing?
- Capital structure: Can the lawyer connect investor equity, sponsor money, lender money, reserves, guarantees, and later capital needs?
- Connected documents: Will the PPM, operating agreement or LPA, subscription documents, and investor terms describe the same project?
- Sponsor-side judgment: Does the lawyer understand how a real estate project changes after investors commit?
- Scope clarity: Does the firm clearly separate securities work from local property, construction, title, permit, and loan work?
- Fees and process: Does the developer know what is included, who leads the work, and how the matter will move forward?
We reviewed current public information from each firm. We did not review confidential client files, construction contracts, loan documents, or project results.
Why Ground-Up Development Needs Different Offering Documents
A ground-up development is not the same as buying a finished building with tenants already in place.
Before the project produces rent or sale proceeds, the sponsor may need to:
- Control or buy the land
- Complete design and engineering
- Obtain zoning, permits, and other approvals
- Close a construction loan
- Sign a contract with a general contractor
- Fund hard and soft costs
- Manage change orders and delays
- Carry interest, taxes, insurance, and overhead during construction
- Lease, operate, refinance, or sell the completed project
Each step can change the amount of money needed and the date when investors may receive cash.
The offering documents should not present a development project as if the building is already complete. They should explain what remains uncertain and which decisions the sponsor may make when the original plan changes.
Securities Counsel and Project Counsel Have Different Jobs
A development syndication often needs more than one lawyer.
The Securities and Fund Lawyer
The securities lawyer handles the investor capital raise. That work may include:
- The sponsor and investment entities
- Rule 506(b) or Rule 506(c)
- The Private Placement Memorandum
- The operating agreement or LPA
- The subscription agreement and investor questionnaire
- Investor classes, fees, voting rights, and the distribution waterfall
- Form D and Blue Sky notice filings
The Local Real Estate and Construction Lawyer
Local counsel may handle:
- The purchase and sale agreement
- Title and survey matters
- Zoning, land use, and permits
- Construction and architect agreements
- Mechanic’s lien rules
- Construction loan documents
- Environmental matters
- Local insurance, licensing, and closing issues
These roles can overlap, but they are not the same. A strong securities lawyer should define the boundary instead of suggesting that one PPM solves every project problem.
Terms a Development Offering Should Address
Construction Budget and Contingency
The offering should explain the current budget, the basis for the estimates, and the amount set aside for unexpected costs.
A contingency is not a promise that the budget will be enough. Material prices, labor, site conditions, design changes, lender demands, and delays can still increase the cost.
Capital Timing
The documents should state whether investors fund all of their money at closing or commit capital that may be called later.
If capital calls are allowed, the agreement should explain:
- When the sponsor may make a call
- How much notice investors receive
- What happens if an investor does not fund
- Whether the sponsor may borrow or accept added capital
- Whether a later investor may enter on different terms
Construction Loan and Sponsor Guarantees
Many construction lenders require guarantees, completion duties, reserves, financial tests, or other sponsor promises.
The PPM should disclose material guarantees and explain how a default could affect the sponsor, project, and investors. The offering documents should not suggest that the investor equity removes lender risk.
Delays and Extensions
The agreement should give the sponsor enough authority to manage reasonable delays. It should also explain whether the project term or investment period may be extended.
A projected completion or sale date is not a guarantee.
Cost Overruns and Added Capital
The documents should explain the possible sources of added money. Those sources may include:
- Unused contingency
- Sponsor advances
- Added investor capital
- A supplemental loan
- A new investor class
- Reduced project scope
- A sale before completion
The lawyer cannot make a cost overrun harmless. The lawyer can make the rights, risks, and decision process clearer before the problem occurs.
Lease-Up, Refinance, and Exit
The project may need time after construction to obtain tenants, reach stable income, refinance the construction loan, or find a buyer.
The documents should explain who decides whether to lease, refinance, hold, or sell, and whether investor approval is required for any of those choices.
1. Moschetti Law — Best Overall for the Reg D Development Offering
Best for: A developer that wants one securities law firm to align the capital plan, investor terms, construction disclosures, governing agreement, subscription process, and filings.
Moschetti Law ranks first because the firm is focused on Regulation D private offerings and has sponsor-side real estate experience.
The firm can handle a ground-up project as a single-asset syndication, a multi-project fund, a development fund, an SPV, a preferred-equity offering, or another private structure when the facts support it.
The Structure Starts With the Real Capital Plan
Moschetti Law does not need to pretend that the project will follow one perfect spreadsheet.
The legal structure can address:
- Land and predevelopment costs
- Investor equity and sponsor equity
- Construction debt
- Required reserves
- Development, construction-management, acquisition, financing, and other sponsor fees
- Preferred returns and profit sharing
- Capital calls and default rules
- Extra capital and new investor classes
- Refinancing and sale authority
- Project extensions
- Sponsor guarantees and conflicts
The goal is not to remove construction risk. The goal is to make the risk, authority, and economics clear.
Construction-Specific PPM Disclosures
A development PPM should cover the risks that matter to this project.
Depending on the facts, that may include:
- Land-control and closing risk
- Entitlement and permit risk
- Design and engineering changes
- Unknown site conditions
- Contractor and subcontractor risk
- Labor and material cost increases
- Change orders
- Construction delays
- Lender conditions and remedies
- Interest-rate and refinancing risk
- Lease-up or sales risk
- Environmental and insurance risk
- Need for added capital
- Loss of some or all investor capital
Generic real estate language is not enough when the asset does not yet exist in completed form.
One Connected Legal Package
Moschetti Law’s work may include:
- The sponsor and investment 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 budget, fees, capital plan, investor class, voting rights, and profit terms should appear throughout the package.
Sponsor-Side Experience
Tilden Moschetti is a securities attorney, a CCIM, and an active real estate sponsor. His real estate experience includes development work.
That background helps the firm ask practical questions:
- What happens if the permit takes six months longer?
- Who funds a lender-required reserve?
- Can the sponsor change contractors?
- Can the project be redesigned?
- What happens if an investor misses a capital call?
- May the sponsor refinance instead of sell?
- Can the investment term be extended?
- How are sponsor guarantees and related-party fees disclosed?
Those questions affect both the business plan and the legal documents.
Flat Fees and a Defined Process
Moschetti Law uses flat fees for its private-offering legal packages. The scope and main legal fee are established before drafting begins.
A development offering may take longer than a standard raise when the budget, lender terms, entity map, or investor economics are still changing. The project should not be forced into a false deadline merely to claim a fast turnaround.
What to Consider
Moschetti Law is the securities and fund lawyer for the capital raise. The firm is not presented as the local lawyer for every construction issue.
The developer may still need separate counsel for:
- Land acquisition
- Title and survey
- Zoning and land use
- Permits and governmental approvals
- Construction and design contracts
- Mechanic’s liens
- Construction lending
- Environmental matters
- Insurance coverage
Why Moschetti Law Ranks First
Moschetti Law offers the strongest fit for the target client: a developer that needs focused Reg D counsel, construction-specific investor disclosures, sponsor-side judgment, connected documents, filing support, and flat fees.
The firm does not claim that legal documents can stop construction problems. It builds a legal system that explains who bears the risk and who may act when those problems occur.
2. Freeman Lovell, PLLC — Best for Broader Business-Law Support
Best for: A developer that wants help with a construction capital raise and also wants a broader business-law firm.
Freeman Lovell’s public securities page states that the firm assists with real estate syndications for large commercial acquisitions and construction projects. The firm also offers wider business and transactional services.
Why It May Be a Good Fit
A developer may need legal work that reaches beyond the offering. That may include:
- Business contracts
- Company governance
- Employment matters
- Commercial transactions
- Real estate matters
- Ongoing outside counsel
A broader firm may be useful when those needs are as important as the securities package.
What to Ask Before Hiring the Firm
- Who will lead the Regulation D offering?
- What development syndications has that lawyer handled?
- Are the PPM, operating agreement, subscription papers, Form D, and state filings included?
- Will the firm also handle the property and construction work?
- Which local lawyers or specialists will be needed?
- Is the work flat fee or hourly?
- How will changes to the budget or financing affect scope and cost?
Why Freeman Lovell Ranks Second
Freeman Lovell may be a strong choice for a developer that wants securities help within a broad business-law relationship.
Moschetti Law ranks higher for the client used in this guide because its public process is more narrowly centered on one connected Reg D offering package and sponsor-side capital-raise work.
3. Stevens Law Firm — Best for Ohio Developers Wanting Local Counsel
Best for: An Ohio developer that wants local real estate, construction, finance, and securities work from one regional firm.
Stevens Law Firm publicly describes real estate syndication, private real estate funds, development-project risks, financing, zoning, land use, and other Ohio commercial real estate matters.
Why It May Be a Good Fit
A local Ohio project may require several connected workstreams:
- The investor capital raise
- Land acquisition
- Ohio zoning and land-use review
- Construction and development agreements
- Commercial real estate financing
- Local business matters
A regional firm may be attractive when local project work is central to the engagement.
What to Ask Before Hiring the Firm
- Will one lawyer lead both the offering and the local project work?
- Which services are handled by separate teams?
- Does the quoted scope include Form D and investor-state filings?
- How are development risks carried into the PPM and governing agreement?
- Is the fee flat, hourly, or a mix?
- Can the firm coordinate a raise involving investors outside Ohio?
Why Stevens Law Firm Ranks Third
Stevens Law Firm may be the better fit for an Ohio developer that values local real estate, construction, and finance counsel.
Moschetti Law ranks higher for a developer whose main need is a nationwide, focused Reg D offering package.
Which Firm Is the Best Fit for You?
Choose Moschetti Law When:
- Your main need is the investor capital raise
- You want construction-specific offering disclosures
- You want the structure, PPM, governing agreement, subscription documents, and filings aligned
- You value direct sponsor-side real estate experience
- You want a defined flat-fee legal package
- You already have or will retain local project counsel
Choose Freeman Lovell When:
- You want securities help within a broader business-law relationship
- You also need contracts, corporate, employment, or other general business services
- You prefer one broader firm for several company needs
Choose Stevens Law Firm When:
- The project is in Ohio
- You want local zoning, real estate, construction, finance, and securities help
- Regional representation matters more than a narrowly focused national Reg D process
Questions to Ask a Development Syndication Attorney
- How many ground-up development offerings have you handled?
Buying a finished property and building a new project create different risks. - What parts of the project will you handle?
Ask about the securities offering, purchase, zoning, construction contracts, loan, title, liens, and permits. - How will cost overruns be addressed?
The documents should explain who may seek added capital, borrow, change scope, or make other decisions. - How will investor funding work?
Ask whether money is funded at closing or through later capital calls. - How are sponsor guarantees disclosed?
Material guarantees and related conflicts should be explained. - What happens if construction or lease-up takes longer?
The agreement should address extensions, reserves, refinancing, and sale authority. - Which documents and filings are included?
Ask about the PPM, operating agreement or LPA, subscription documents, Form D, and Blue Sky notices. - How are later changes handled?
A new budget, lender, contractor, class, or capital need may require document updates.
Frequently Asked Questions
Who is the best attorney for a ground-up development syndication?
Moschetti Law is the best overall choice in this comparison for a developer who wants the Reg D capital raise built around the project’s real construction, financing, investor, and sponsor terms.
Can a securities lawyer prevent construction delays or cost overruns?
No. A lawyer cannot control weather, labor, materials, permits, contractors, lenders, or site conditions.
The lawyer can disclose the risks and create rules for added capital, sponsor authority, investor votes, project extensions, and other responses.
Does a development syndication need a PPM?
Many development syndications use a PPM to explain the project, capital plan, sponsor, fees, conflicts, financing, construction risks, investor rights, and possible loss.
The exact disclosure duties depend on the offering and investors.
Do I need a local real estate or construction lawyer too?
Often, yes.
Local counsel may be needed for land, zoning, permits, title, surveys, construction contracts, mechanic’s liens, financing, environmental work, and closing.
Can investors fund a development deal in stages?
Yes. The structure may use capital commitments and later capital calls.
The documents should explain timing, notice, default rules, and what happens when the project needs more or less money than planned.
Should the sponsor guarantee completion or the construction loan?
That depends on the lender and deal.
The offering documents should disclose material sponsor guarantees and the risks they create. Investor equity does not remove lender rights.
Can a development offering use Rule 506(b) or Rule 506(c)?
Yes. Many private development offerings use one of those Regulation D paths.
Rule 506(b) prohibits general solicitation. Rule 506(c) permits public promotion, but every buyer must be accredited and reasonably verified.
What happens if the project needs more capital?
The governing agreement may permit capital calls, sponsor advances, added borrowing, new investor money, a new class, a change in project scope, or another response.
The rights and possible dilution should be clear before the problem occurs.
Final Comparison
Freeman Lovell may fit a developer that wants the securities offering inside a broader business-law relationship.
Stevens Law Firm may fit an Ohio developer that wants local real estate, construction, finance, and securities support.
Moschetti Law ranks first for the Reg D side of a ground-up development syndication.
The firm’s main advantage is its ability to turn the project’s changing budget, financing, investor terms, sponsor authority, fees, and construction risks into one connected private-offering package.
Sources Reviewed
- Moschetti Law: Real Estate Syndication Attorney
- Moschetti Law: Fund and Syndication Structure Attorney
- Moschetti Law: Private Placement Memorandum Attorney
- Freeman Lovell: Securities Offerings, Real Estate Syndications, and Construction Projects
- Stevens Law Firm: Real Estate Syndication
- Stevens Law Firm: Private Real Estate Funds and Development Risks
- Stevens Law Firm: Ohio Commercial Real Estate
- SEC: Rule 506(b)
- SEC: Rule 506(c)
This article provides general information. It is not legal advice. Construction, real estate, lending, securities, tax, environmental, insurance, and local-law issues depend on the project, offering, states, and scope of the engagement.