Episodes

  • Closed-End vs Open-End Private Equity Funds for Sponsors

    Closed-End vs Open-End Private Equity Funds for Sponsors
    Jun 8 2026
    =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 explore the choice between closed-end vs open-end private equity funds. A common misconception is that an open-end fund is simply an evergreen marketing wrapper. Depending on the facts, an open-end structure can create significant operational demands, including continuous NAV calculation, redemption gates, lock-ups, and ongoing Form D amendments. Tilden explains why your private placement structure should follow your asset liquidity, and how to match your redemption rights to what the underlying assets can actually support.

    Also see: Closed-End vs Open-End Private Equity Funds for Sponsors at https://www.moschettilaw.com/closed-end-open-end-private-equity-funds
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    8 mins
  • Preferred Equity Investments in Reg D Syndications

    Preferred Equity Investments in Reg D Syndications
    Jun 7 2026
    =Short legal field notes from syndication attorney Tilden Moschetti for sponsors raising capital. In this episode, we look at preferred equity investments in a Regulation D private placement. Many sponsors assume preferred equity is a standard yield product, but it is actually a set of priority distribution rights drafted into the LLC operating agreement waterfall. The episode explains how a properly drafted preferred return can create a soft accrual rather than a hard debt default, giving the sponsor flexibility during a cash flow pause. Tilden also highlights the potential overlap with senior lender covenants, tax treatment, and offering documents, showing why the pitch deck and PPM should frame the investment as a priority position rather than a guaranteed return.

    Also see: Preferred Equity Investments in Reg D Syndications at https://www.moschettilaw.com/preferred-equity-reg-d
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    8 mins
  • Oil Rig Fund Structure in a Regulation D Private Placement

    Oil Rig Fund Structure in a Regulation D Private Placement
    Jun 5 2026
    =A short field note from syndication attorney Tilden Moschetti on building the legal container for an oil and gas fund before the capital raise. This episode explains the legal architecture of an oil rig fund structure in a Regulation D private placement. Tilden breaks down the importance of establishing a liability firewall between operational risk and passive investor capital, the role of operating agreement drafting in supporting potential tax pass-through treatment for items like Intangible Drilling Costs (IDCs), and the practical marketing differences between Rule 506(b) and Rule 506(c). Finally, he explains how paying transaction-based finder's fees for investor introductions may raise broker-dealer registration issues.

    Also see: Oil Rig Fund Structure: Liability, Tax, Regulation D at https://www.moschettilaw.com/oil-rig-fund-legal-structure
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    9 mins
  • Finder’s Fees in Regulation D Private Placements: Who Needs the License?

    Finder’s Fees in Regulation D Private Placements: Who Needs the License?
    Jun 3 2026

    =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 address a common sponsor question: do you need a license to pay finder’s fees for investor introductions? The reality is that there is no payer’s license. Instead, the focus is on whether the recipient of transaction-based compensation is properly registered. Tilden explains how success-based pay in a Regulation D private placement may raise broker-dealer registration issues, why a real estate license is not a substitute, and the steps to verify registered placement agents before any money changes hands.

    Also see: No License to Pay Finder’s Fees in a Reg D Offering at https://www.moschettilaw.com/finder-fees-reg-d
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    8 mins