Syndication Law & The Private Placement Memorandum Attorney

Moschetti Law Group - Syndication Attorneys•www.moschettilaw.com

Tilden Moschetti, Esq is a private placement memorandum attorney and a syndication lawyer. He has helped syndicators put together Regulation D offerings for their real estate syndications, business capital raises, and funding private equity firms.

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Episodes

What information must be disclosed in a syndication private placement memorandum?

Tilden Moschetti, a syndication attorney with the Moschetti Syndication Law Group, highlights the importance of transparency in a private placement memorandum. He emphasizes the need to disclose as much information as possible, including any conflicts of interest, risks, and details about the underlying investment that may affect an investor's decision. His guiding principle is that it's safer to over-disclose than to withhold information, which could cause problems later. He encourages thinking...

Jan 23, 2022•2 min•Ep. 7

What are 'Blue Sky' laws when it comes to syndication?

Tilden Moschetti, a syndication attorney with the Moschetti Law Group, explains the concept of blue sky laws in relation to syndications. These are state-specific laws that govern the sale of securities and investments within the jurisdiction of each state, separate from federal regulations. If a syndication solely involves elements within the same state (e.g., property, syndicator, and investors all being in California), it usually only needs to be registered within that state, bypassing the SE...

Jan 20, 2022•4 min•Ep. 6

How can you structure sponsor fees for a Regulation D Rule 506 syndication?

Tilden Moschetti, a syndication attorney with the Moschetti Syndication Law Group, discusses how syndicators can structure their fees. He states that the fees can be structured in any legal way, as long as it's disclosed to and understood by the investor. Examples include setting up a rule 506c offering where the syndicator takes the majority of the profits, implementing a preferred return with a waterfall, or taking equity off the top, among other legitimate methods. Additionally, asset managem...

Jan 17, 2022•3 min•Ep. 5

What qualifies someone as an 'Accredited Investor' for a Regulation D Rule 506 syndication?

Tilden Moschetti, a syndication attorney and the founder of Moschetti Law Group, discusses the qualifications for an individual to be an Accredited Investor. For individuals, one way is to hold a specific securities license registered through FINRA and recognized by the SEC. However, Moschetti emphasizes that real estate brokers, CPAs, and lawyers are not automatically accredited. The main tests to determine an Accredited Investor are the income test and the net wealth test. For the income test,...

Jan 13, 2022•5 min•Ep. 4

Should I do a Regulation D 506(b) syndication or a 506(c) syndication?

Tilden Moschetti, a syndication attorney from the Moschetti Law Group, explains the differences between Regulation D Rule 506b and Rule 506c offerings. Choosing between the two depends on two factors: whether the syndicator has a substantial business relationship with all potential investors and if all potential investors are accredited. If the syndicator knows all investors, they could choose either 506b or 506c. If they need to market to the public, Rule 506c is required. If all investors are ...

Jan 10, 2022•5 min•Ep. 3

How do I market my Regulation D Rule 506 offering?

Tilden Moschetti, founder of the Moschetti Law Group and a syndication attorney, discusses the rules surrounding marketing private placement offerings under Regulation D. He clarifies that under rule 506b, marketing or advertising of the investment is prohibited and can only be discussed with those with whom a substantial business relationship exists. However, under rule 506c, the investment can be openly marketed, as it only accepts accredited investors. This includes billboards, newspapers, in...

Jan 06, 2022•6 min•Ep. 2

How Should I Structure My Regulation D Syndication?

Tilden Moschetti, the founder of Moschetti Law Group, explains the optimal way to structure entities for a syndication or a private placement offering. He suggests starting with an "investment entity", such as an LLC or a corporation, which will be the target for investors. However, this entity does not manage itself; it should be managed by a "sponsor entity", which is another separate LLC or corporation. This sponsor entity can offer protection from liability as long as no fraudulent activitie...

Jan 03, 2022•5 min•Ep. 1

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