Syndication Attorney Field Notes with Tilden Moschetti

Tilden Moschetti
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Syndication Attorney Field Notes is a short-form educational podcast from Tilden Moschetti for sponsors, real estate syndicators, fund managers, and business owners raising capital through Regulation D offerings, private placements, syndications, and investment funds. Each episode breaks down one issue from the legal notebook: finder’s fees, broker-dealer registration, Rule 506(b), Rule 506(c), investor verification, private placement memorandums, subscription agreements, Form D, Blue Sky filings, fund structure, and the mistakes that show up before the documents are drafted. Plain-English field notes. One issue, one misconception, one practical takeaway. Public education only, not legal advice.

  1. 6d ago

    Asset Management vs Property Management in Real Estate Syndications

    =A short legal field note from syndication attorney Tilden Moschetti for sponsors navigating asset management vs property management in a real estate syndication. This episode explains the difference between building-level property management work and investment-level asset management strategy. Blurring these roles can create fee structure issues and confusion over a sponsor's fiduciary duties to limited partners. Listen to learn how to properly separate asset management fees from property management fees, handle affiliate conflicts when using a sponsor-owned property manager, and clearly document these arrangements in your Private Placement Memorandum (PPM) and standalone property management agreement.Also see: Asset Management vs Property Management in Syndications at https://www.moschettilaw.com/asset-vs-property-management-syndications

    9 min

  2. Jun 25

    144A Offering vs Regulation D for Mid-Market Syndicators

    =A 144A offering can sound like a faster private placement, but for most mid-market syndicators, it may not be the appropriate framework. In this episode, syndication attorney Tilden Moschetti unpacks why Rule 144A is designed as a resale safe harbor for Qualified Institutional Buyers (QIBs), while Regulation D serves as the issuer exemption for primary capital raises. Listeners will learn the mechanical difference between secondary resales and primary issuances, the wealth gap between accredited investors and QIBs, and why building clean Regulation D infrastructure is usually the practical path for an investment fund securities offering.Also see: 144A Offering vs Regulation D for Mid-Market Syndicators at https://www.moschettilaw.com/144a-offering-reg-d

    8 min

  3. Jun 22

    Real Estate Joint Ventures vs. Regulation D Syndications

    =In this episode of Syndication Attorney Field Notes, syndication attorney Tilden Moschetti explores when a real estate joint venture moves into potential securities offering territory. Many sponsors believe that raising passive capital from just a few friends under a JV agreement keeps the deal outside of federal securities law. However, if the capital partners are simply writing checks and relying on the sponsor's efforts for profit, the arrangement may need to be analyzed as a Regulation D syndication. Tune in to learn how economic reality, practical control, and industry expertise separate true active joint ventures from passive real estate investments.Also see: Real Estate Joint Ventures vs. Regulation D Syndications at https://www.moschettilaw.com/real-estate-jv-vs-syndication

    7 min

  4. Jun 16

    Using a Convertible Promissory Note Before a Rule 506 Offering

    =Short legal field notes from syndication attorney Tilden Moschetti for sponsors raising capital through Regulation D offerings, private placements, syndications, and investment funds. In this episode, we look at why using a convertible promissory note for bridge capital before a Rule 506 private placement acts as a current debt liability. A real estate syndication sponsor often uses these notes to secure early funds, but treating them as future equity can raise unexpected issues with senior lender covenants, subordination, and SEC integration. We cover why startup templates generally do not fit a leveraged capital stack and how to structure early money so it aligns with both the commercial bank and the main Regulation D offering.Also see: Convertible Promissory Note for Real Estate Syndications at https://www.moschettilaw.com/convertible-promissory-note-syndication

    8 min

  5. Jun 14

    Single Purpose Entity in Real Estate Syndication Deals

    =Short legal field notes from syndication attorney Tilden Moschetti for sponsors raising capital through Regulation D offerings, private placements, syndications, and investment funds. When a sponsor buys property through a real estate syndication, deciding where the asset sits in the entity stack is a primary structural choice. In this episode, we explore the role of the single purpose entity (SPE) in an investment fund. The issue is often confused with generic LLC formation, but an SPE is intentionally restricted by lender covenants to own one asset and carry one commercial mortgage. The episode explains why reusing an old dormant LLC may raise underwriting concerns for commercial lenders, and details the typical three-tier structure of a multi-asset real estate fund. Listeners will learn how separating the investor-facing fund entity from the lender-facing asset-level LLC helps keep the capital raise and the commercial debt in their respective lanes.Also see: Single Purpose Entity in Real Estate Syndication Deals at https://www.moschettilaw.com/single-purpose-entity-syndication

    9 min

  6. Jun 12

    Hedge Fund Incubator Before a Regulation D Fund Raise

    =A hedge fund incubator is a business phase, not an SEC exemption. In this episode of Syndication Attorney Field Notes, syndication attorney Tilden Moschetti explains how the transition from trading proprietary capital to accepting outside investor capital changes your legal framework. Taking passive money—even from friends and family—or publicly promoting returns can move a project into a Regulation D private fund offering. We cover track record marketing, net-of-fee performance, and why it can be helpful to decide on your private placement structure before taking outside funds.Also see: Hedge Fund Incubator: From Trading to Regulation D Offering at https://www.moschettilaw.com/hedge-fund-incubator-regulation-d

    8 min

  7. Jun 11

    Exempt Reporting Adviser Status for Reg D Fund Sponsors

    =Short legal field notes from syndication attorney Tilden Moschetti for sponsors raising capital through Regulation D offerings. In this episode: why a clean Rule 506 capital raise does not answer whether the management company may have exempt reporting adviser status questions. Tilden explains the separation between the Securities Act and the Investment Advisers Act, how the $150 million RAUM threshold functions for private fund sponsors, and why uncalled capital commitments and state Blue Sky adviser rules can affect a management company's regulatory posture.Also see: Exempt Reporting Adviser Status for Reg D Fund Sponsors at https://www.moschettilaw.com/exempt-reporting-adviser-private-funds

    7 min

  8. Jun 9

    Real Estate Development Financing: Regulation D Equity and Senior Debt

    =A field note from syndication attorney Tilden Moschetti on why a profitable real estate development deal can stall when Regulation D private placement equity terms conflict with senior commercial debt. If an operating agreement promises mandatory distributions or secondary investor liens, it may raise subordination issues during bank review. Tilden explains the distinction between financial feasibility and legal feasibility, illustrating how the legal architecture of the equity layer can determine whether a development financing moves forward. Read the full field note: [ARTICLE_URL] Disclaimer: This podcast is for educational purposes only and is not legal advice. The discussion of real estate development financing and Regulation D offerings is general in nature. Every capital raise depends on specific facts. Consult a qualified attorney before structuring your capital stack.Also see: Real Estate Development Financing with Regulation D Equity at https://www.moschettilaw.com/development-financing-reg-d-equity

    9 min
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Syndication Attorney Field Notes is a short-form educational podcast from Tilden Moschetti for sponsors, real estate syndicators, fund managers, and business owners raising capital through Regulation D offerings, private placements, syndications, and investment funds. Each episode breaks down one issue from the legal notebook: finder’s fees, broker-dealer registration, Rule 506(b), Rule 506(c), investor verification, private placement memorandums, subscription agreements, Form D, Blue Sky filings, fund structure, and the mistakes that show up before the documents are drafted. Plain-English field notes. One issue, one misconception, one practical takeaway. Public education only, not legal advice.

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