=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