Reg D Securities Law Firm Built Around Private Capital Raises

Moschetti Law prepares the legal structure behind Regulation D private offerings.

Depending on the raise, the full legal package may include the private placement memorandum, operating agreement or limited partnership agreement, subscription agreement, investor questionnaire, Rule 506(b) or Rule 506(c) guidance, Form D, Blue Sky filing support, and guidance for the investor subscription and acceptance process.

The firm generally does not sell those pieces as unrelated forms. They need to describe the same offering.

Absolutely.

Most of our clients aren’t in Washington DC.

Regulation D is federal securities law, so sponsors routinely raise money across multiple states. Working remotely has become the norm, and nearly everything can be handled by phone, Zoom, and secure document sharing.

State law still matters, of course. Every offering has state filing requirements, and occasionally there are local legal issues that need local counsel. If that happens, we’ll tell you. We’re not interested in pretending every problem has the same answer.

What matters isn’t where your attorney is located. What matters is whether your attorney understands private offerings.

Maybe.

The real question is whether your attorney regularly handles private offerings.

A great real estate attorney isn’t necessarily a securities attorney. Just like an excellent divorce lawyer probably shouldn’t perform heart surgery, experience in one area of law doesn’t automatically translate into another.

Private offerings involve securities laws, investor disclosures, subscription documents, operating agreements, SEC filings, state notice filings, and a long list of practical issues that don’t come up in ordinary business or real estate work.

Your local attorney may be exactly the right person for many legal issues.

If you’re raising capital from investors, you want someone who spends every day working on private offerings.

No.

Moschetti Law works with real estate sponsors, private fund managers, private lenders, oil and gas or energy sponsors, operating companies raising growth capital, and issuers conducting other Reg D private offerings.

The exact structure and legal issues depend on what is being offered, who may invest, how investors will be found, and what the issuer plans to do with the capital.

Moschetti Law generally prepares PPMs, governing agreements, subscription documents, Form D filings, and Blue Sky notices as part of a full private offering legal package rather than as isolated forms.

That is deliberate.

The PPM needs to match the entity documents. The subscription agreement needs to match the investor eligibility rules. Form D needs to match the actual issuer and exemption. Preparing one piece without understanding the rest can create the conflict the legal work is supposed to prevent.

Contact Moschetti Law once the raise is becoming real, but before the legal work falls behind the investor activity.

You do not need every term solved before requesting a meeting. Those decisions are part of the legal process.

The better time to involve counsel is before public offering activity begins, final investor materials are distributed, subscriptions are accepted, or investor money comes in.

Tell Moschetti Law before communicating the change to investors or accepting additional subscriptions.

A change to the issuer, economics, fees, investor classes, voting rights, redemption terms, offering amount, use of proceeds, management structure, or exemption path may affect several documents.

The change needs to be carried through the entire legal package rather than patched into one document.

Disclose that during intake.

Prior websites, social posts, podcasts, webinars, emails, pitch decks, investor conversations, signed documents, accepted subscriptions, and investor funds may affect the available Reg D path, filing deadlines, and cleanup options.

New paperwork does not erase what already happened. The actual record needs to be reviewed before additional investors are accepted.

No.

Moschetti Law provides securities counsel and prepares the legal structure behind the raise. It does not act as a placement agent, find investors, promise investor commitments, or guarantee that the offering will raise capital.

The firm helps determine how the offering may be conducted, what documents are needed, how investors are accepted, and what should be in place before investor money comes in.

No law firm should pretend one lawyer handles every issue that can touch a private investment.

Moschetti Law handles the Reg D offering structure and related legal package. Depending on the strategy, additional tax, investment adviser, broker-dealer, commodities, ERISA, patent, corporate, or other specialist review may be needed.

When a matter raises an issue outside the firm’s core scope, the goal is to identify it early rather than let it become a surprise after the raise begins.

Most clients are investor-ready in about two weeks.

The timeline depends on how quickly we receive information from you and whether you’re raising money for a straightforward syndication or a more complex investment fund.

Our process is designed to move quickly without cutting corners.

We’d rather spend a little extra time getting the structure right than rush documents that create problems once investors start asking questions.

The first step is a short introductory call.

We’ll learn about your project, where you are in the process, how you’re planning to raise money, and whether it looks like we’re the right fit.

If you’re ready to move forward, here’s what usually happens next:

• Initial attorney meeting.
• Engagement agreement.
• Kickoff strategy meeting.
• Draft document review.
• Deal readiness meeting.
• Final Investor-ready documents delivered.

If you’re not ready yet, that’s perfectly fine.

We’ll usually tell you what we think should happen first so you can spend your time and money where they’ll have the biggest impact.

Because that’s the way I’d want to hire an attorney.

When you’re billed by the hour, every phone call, every email, and every question can feel like the meter is running. Clients sometimes hesitate to ask questions because they’re worried about the bill.

That’s not a great relationship.

With a fixed fee, our incentives are aligned. Your goal is to get your offering done correctly and move on to raising capital. Our goal is exactly the same.

It also gives you certainty. Before we start, you’ll know exactly what your legal fees will be. You won’t get a surprise invoice because the project took longer than expected or because you called with a few extra questions.

Just as importantly, we want you to ask questions. A successful offering isn’t just about drafting documents. It’s about making sure you understand the structure, the securities laws, and the practical decisions you’ll face as you raise capital. If something isn’t clear, we’d rather you call than guess.

We’ve developed a repeatable process for private offerings over many years. Because we do this work every day, we can usually estimate the time involved very accurately. That allows us to offer a fixed fee with confidence while still delivering high-quality work.

The only time the fee changes is if the scope of the project changes. For example, if a single-asset syndication becomes an investment fund halfway through the engagement, or you decide to add a completely new entity or offering structure, we’ll discuss that with you before doing the additional work. There are no surprises.

Our goal is simple: deliver exceptional work, be available when you need us, and let you focus on raising capital instead of watching the clock.