Based on the factors in this guide, Moschetti Law is the best overall choice for a business owner who wants to raise private investor capital while keeping day-to-day control of the company.
The firm helps owners compare equity, preferred equity, notes, revenue-based investments, and other private-offering structures. It then turns the chosen terms into clear voting rights, economic rights, protective provisions, disclosures, subscription documents, and Reg D filings.
No lawyer can promise that an owner will keep every right and still receive the capital on the owner’s preferred terms. Investors and lenders may ask for voting rights, consent rights, covenants, board rights, security, or default remedies. The goal is to decide those tradeoffs before money comes in.
Faison Law Group may fit a founder that also needs venture, intellectual property, M&A, employment, tax, or other corporate services. Stevens Law Firm may fit an Ohio company that wants securities work and a broad regional business-law relationship.
Last reviewed: August 20, 2026
Best Attorneys for Raising Capital and Keeping Control at a Glance
| Rank | Law Firm | Best For | Main Strength | What to Consider |
|---|---|---|---|---|
| 1 | Moschetti Law | Owner-led companies that want a focused Reg D structure built around control, economics, and investor rights | Operating-company raise focus, practical governance, connected documents, flat fees, and full filing support | The firm is securities counsel, not a replacement for general company counsel on every contract, employee, IP, or M&A issue |
| 2 | Faison Law Group | Startups and growth companies that also need venture, corporate, IP, M&A, employment, or tax services | Private placements, SAFEs, convertible notes, investor rights, and a broad corporate platform | Ask for the exact Reg D package, fee model, lead lawyer, and founder-control analysis |
| 3 | Stevens Law Firm | Ohio companies seeking private-placement work and wider regional business counsel | Corporate finance, private placements, mezzanine debt, private equity, governance, and business-law services | Its practice is broader and more regional than a nationwide firm centered on Reg D packages |
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 an operating company raising private capital from passive investors.
We looked at:
- Control planning: Can the lawyer separate investor economics from voting and management power?
- Structure choices: Can the firm compare equity, preferred equity, notes, revenue-based terms, and other private securities?
- Reg D focus: Can the lawyer handle Rule 506(b), Rule 506(c), investor eligibility, Form D, and Blue Sky filings?
- Connected documents: Will the PPM, company agreement, subscription papers, and cap table describe the same deal?
- Business fit: Does the structure match how the operating company earns money, uses capital, and makes decisions?
- Future financing: Will the terms create problems for later investors, lenders, acquisitions, or a sale?
- Clear scope and fees: Does the owner know what securities work is included and what requires other counsel?
We reviewed current public information from each firm. We did not review private client files or negotiated investor documents.
Keeping Control Does Not Mean Investors Get No Rights
A business can often raise capital without giving investors daily control. That does not mean investors receive no rights.
Depending on the structure, investors may receive:
- Economic rights
- Preferred distributions
- Repayment rights
- Information and reporting rights
- Consent rights over major actions
- Board or observer rights
- Anti-dilution or preemptive rights
- Security interests
- Default remedies
- Redemption or buyout rights
The owner may still keep control over normal operations, hiring, pricing, vendors, product decisions, and other daily matters.
The documents should state where the line is.
Common Ways an Operating Company Can Raise Private Capital
Voting and Nonvoting Equity
A company may create different ownership classes. One class may receive economic rights without the same voting power held by the founders.
The documents still need to address:
- Which matters investors may vote on
- Whether investors can remove managers or directors
- How later securities may be issued
- What happens in a sale or liquidation
- How distributions are shared
- Whether the company can repurchase investor interests
Preferred Equity
Preferred equity may give investors priority on certain distributions or sale proceeds while leaving normal management with the founders.
Preferred equity is not automatically a fixed-return product. Distributions may depend on available cash, legal limits, debt covenants, and the actual terms.
Investors may also ask for consent rights, conversion rights, redemption rights, or remedies if payments are missed.
Debt or Notes
A note may let the owner avoid selling equity. The company promises repayment under stated terms.
Debt may include:
- Interest
- A maturity date
- Payment rules
- Financial covenants
- Security or collateral
- Limits on added debt
- Default rights
- Personal guarantees in some deals
A lender may not own the company, but loan covenants can still limit what the owner may do.
Convertible Notes or SAFEs
These instruments may delay the final price or equity terms until a later financing.
They can also create future dilution, cap table, control, and conversion questions. A pile of early instruments can make the next round harder if the terms are not organized.
Revenue or Royalty-Based Investments
An investor may receive a share of revenue or royalties for a period of time or until a stated return cap is reached.
The documents should define:
- What counts as revenue or net sales
- Which refunds, taxes, fees, or discounts are excluded
- When payments are calculated
- How long the arrangement lasts
- Whether there is a payment cap
- What happens if sales fall
- What happens in a sale of the company
A revenue-share label does not take the arrangement outside securities law. The facts and the role of the investor matter.
1. Moschetti Law — Best Overall for Owner-Controlled Reg D Raises
Best for: Founders and business owners raising growth, acquisition, expansion, equipment, inventory, product, or working-capital money from private investors.
Moschetti Law ranks first because the firm has a specific practice for operating-company capital raises and treats control as part of the securities structure.
The Firm Starts With What the Owner Is Trying to Protect
“I want to keep control” can mean several things.
The owner may want to keep:
- Daily operating authority
- Voting control
- Board control
- Ownership of the brand or intellectual property
- The right to hire and fire
- The right to take on new debt
- The right to sell the company
- The ability to raise another round later
The lawyer needs to know which rights matter most before choosing the security.
Economics and Voting Rights Are Separated on Purpose
Moschetti Law can help compare:
- Voting and nonvoting equity
- Common and preferred classes
- Debt or note structures
- Convertible instruments
- Revenue or royalty-based terms
- Location-level or project-level investment companies
- Acquisition or roll-up structures
- Other private-offering terms
The goal is not to hide rights from investors. The goal is to state clearly what investors receive and what remains with the owner.
The Structure Fits the Actual Business
An operating-company raise may fund:
- Hiring
- Equipment
- Inventory
- A new location
- A product launch
- An acquisition
- A roll-up
- A large customer contract
- Working capital
- Software or intellectual property development
The use of proceeds affects the risks, repayment plan, investor return, and control terms.
For example, a restaurant expansion may use separate location companies to protect the main brand. An acquisition raise may need to work with a bank or SBA lender. A software company may need to keep the IP in the correct company.
The Full Legal Package Is Connected
Moschetti Law’s work may include:
- The issuer and related company structure
- The Private Placement Memorandum
- The operating agreement 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
The PPM should explain the same control and economic terms created by the company agreement and shown on the cap table.
The Firm Looks at Future Problems
Control terms should still work when the company changes.
Questions may include:
- Can the company issue a later class of securities?
- Will current investors have approval rights over the next round?
- Can the company take on bank debt?
- Can the owner sell assets or the whole business?
- Can the company buy investors out?
- What happens if distributions are delayed?
- What happens if the founder leaves, dies, or becomes disabled?
- Which investor protections will a future lender or buyer need to review?
These terms matter long after the first closing.
Reg D Guidance Is Part of the Structure
Equity, notes, convertible instruments, and many revenue-based arrangements can involve securities.
Moschetti Law helps connect the instrument to the correct private-offering path, investor process, disclosures, and filings.
Flat Fees
Moschetti Law uses flat fees for its Reg D legal packages. The scope and legal fee are stated before drafting begins.
What to Consider
Moschetti Law is focused on the securities raise.
An operating company may still need its regular company lawyer for:
- Employment matters
- Customer and vendor contracts
- Intellectual property filings
- Mergers and acquisitions
- Tax planning
- Licensing and regulatory matters
- Litigation
Moschetti Law can coordinate with existing company counsel when the capital raise affects those areas.
Why Moschetti Law Ranks First
Moschetti Law offers the best mix of focused Reg D work, operating-company structure, founder-control planning, connected documents, practical governance, filing support, and flat fees.
The firm does not promise “money with no strings.” It helps the owner decide which strings are acceptable and puts them in writing before the investment closes.
2. Faison Law Group — Best for Broader Startup and Corporate Counsel
Best for: A startup or growth company that needs private-placement work and a wider group of corporate legal services.
Faison Law Group’s public securities page discusses Regulation D, private placements, PPMs, subscription agreements, SAFE notes, convertible notes, investor rights, liquidation preferences, and exit terms.
The firm also lists startup, general corporate, intellectual property, M&A, employment, tax, and fund services.
Why It May Be a Good Fit
A founder may want one firm for:
- The capital raise
- Startup and venture work
- Intellectual property
- Employment matters
- Mergers and acquisitions
- Tax matters
- Later investor or company transactions
What to Ask Before Hiring the Firm
A business owner should ask:
- Who will lead the founder-control and securities analysis?
- Which instruments will be compared?
- Does the scope include the PPM, governing agreement, subscription papers, and filings?
- Will the lawyer model future dilution and voting effects?
- Is cap table cleanup included?
- Is the fee flat or hourly?
- Will the same team handle later company or investor negotiations?
Why Faison Law Group Ranks Second
Faison Law Group may be a strong choice for a founder that wants the capital raise inside a broad startup and corporate relationship.
Moschetti Law ranks higher for the client used in this guide because its public service is centered more narrowly on building the complete Reg D offering around owner control, investor rights, and the actual use of capital.
3. Stevens Law Firm — Best for Ohio Companies Wanting Regional Business Counsel
Best for: An Ohio company that wants private-placement, corporate finance, governance, contract, and other business services from one regional firm.
Stevens Law Firm’s public business page discusses private placements, mezzanine loans, private equity, company formation, corporate governance, stock redemptions, intellectual property, M&A, finance, and contracts.
Its securities practice also covers Rule 506, Form D, state notices, and private funds.
Why It May Be a Good Fit
An Ohio business may value one local firm for:
- The private capital raise
- Company formation and governance
- Debt and finance matters
- Contracts
- Stock redemptions
- Intellectual property
- Mergers and acquisitions
- Real estate transactions
What to Ask Before Hiring the Firm
An owner should ask:
- Who will lead the securities offering?
- How often does that lawyer structure owner-controlled Reg D raises?
- Which documents and filings are included?
- Will the firm review future financing and dilution?
- How are investor consent and veto rights handled?
- Is the work billed at a flat fee or by the hour?
- Can the firm handle the company’s other legal needs after the raise?
Why Stevens Law Firm Ranks Third
Stevens Law Firm may fit an Ohio owner that wants a broad regional business relationship.
Moschetti Law ranks higher for a nationwide business whose main need is a focused, full-package Reg D raise built around control and investor terms.
Which Attorney Is the Best Fit for You?
Choose Moschetti Law When:
- Your main need is a private investor capital raise
- You want to compare equity, preferred equity, debt, convertible, or revenue-based terms
- You want to protect day-to-day management and voting control
- You need the structure, PPM, governing agreement, subscription papers, and filings aligned
- You want focused Reg D counsel and flat fees
- You already have company counsel for unrelated business matters
Choose Faison Law Group When:
- You want securities work and broad startup or venture counsel
- You also need IP, M&A, employment, tax, or other corporate services
- You expect several later company transactions
Choose Stevens Law Firm When:
- You are based in Ohio
- You want regional corporate and finance counsel
- You may need securities, contracts, governance, IP, M&A, or real estate work from one firm
Questions to Ask a Securities Attorney About Founder Control
- What kind of control am I trying to keep?
Daily management, board power, voting rights, sale rights, and future financing are different issues. - Which securities should we compare?
Ask about equity classes, preferred equity, notes, convertible instruments, and revenue-based terms. - What rights will investors still need?
A fair structure should clearly state information, consent, economic, default, and exit rights. - How will this affect my cap table?
The lawyer should consider both the current raise and later financing. - Will lender rules limit investor control?
Bank, SBA, bond, or other financing terms may affect ownership and governance. - Which documents are included?
Ask about the PPM, governing agreement, subscription papers, investor questionnaire, Form D, and Blue Sky notices. - What does my regular company lawyer still need to handle?
Clarify IP, employment, contracts, M&A, tax, and other work. - How are fees and later changes handled?
Get the scope, fee model, and revision rules in writing.
Frequently Asked Questions
Who is the best attorney for raising capital without giving up control?
Moschetti Law is the best overall choice in this comparison for an operating-company owner that wants a focused Reg D structure built around founder control, investor economics, connected documents, and filings.
Can I raise equity without giving investors voting control?
Often, yes.
A company may use separate voting and nonvoting classes or other carefully drafted rights. Investors may still receive votes or consent rights on major matters.
Does preferred equity let me keep control?
It can.
Preferred investors may receive economic priority without daily management power. The actual voting, consent, conversion, redemption, and default terms decide how much control the owner keeps.
Does debt mean the investor has no control?
Not always.
A lender may not own the company, but the note or loan documents may include covenants, approval rights, security, default remedies, or limits on new debt and distributions.
Is a revenue-share investment a security?
It may be.
When passive investors provide money and expect a return from the company’s work, securities laws may apply even if the document is called a revenue share or royalty agreement.
Can I raise money from friends or customers without securities documents?
Familiarity does not remove securities law.
The company still needs to consider the security, exemption, investor eligibility, disclosures, documents, and filings.
Should I use Rule 506(b) or Rule 506(c)?
Rule 506(b) does not allow general solicitation. Rule 506(c) allows public promotion, but every buyer must be accredited and reasonably verified.
The marketing plan should be reviewed before the live offering is promoted.
Can a lawyer guarantee that I will keep control?
No.
The lawyer can design and explain the terms. The final result depends on the law, the company, other financing, and what investors will accept.
Does Moschetti Law replace my general company lawyer?
No.
Moschetti Law focuses on the private securities raise. The company may still need regular counsel for contracts, employees, IP, tax, acquisitions, disputes, and other legal work.
Final Comparison
Faison Law Group may fit a startup or growth company that wants private-placement work and a broad corporate, venture, IP, M&A, employment, or tax relationship.
Stevens Law Firm may fit an Ohio company that wants securities work and wider regional business counsel.
Moschetti Law ranks first for operating companies that want to raise private capital while protecting founder control.
The firm’s main advantage is its focus on the complete Reg D raise: what investors receive, what the owner keeps, how the economics work, what the documents say, and how the offering is completed.
Sources Reviewed
- Moschetti Law: Business Capital Raise Attorney
- Moschetti Law: Rule 506(b) and Rule 506(c) Guidance
- Faison Law Group: Private Placements and Securities
- Stevens Law Firm: Corporate and Business Law
- Stevens Law Firm: Securities Practice
- SEC: Frequently Asked Questions About Exempt Offerings
- SEC: Rule 506(b)
- SEC: Rule 506(c)
This article provides general information. It is not legal advice. Control, securities, tax, lender, governance, and company-law issues depend on the facts and negotiated terms.