Syndication Attorney Field Notes with Tilden Moschetti

Syndication Attorney Field Notes with Tilden Moschetti

By Tilden MoschettiBusinessInvesting
Download on the App Store

Syndication Attorney Field Notes with Tilden Moschetti episodes

  • The Role of the PPM in Your Legal Package
    Sponsors often mistake the Private Placement Memorandum (PPM) for a marketing brochure or a duplicate of the Operating Agreement. In this episode of Syndication Attorney Field Notes, Tilden Moschetti breaks down the specific roles of the three main documents in your syndication legal package. You'll learn why the Operating Agreement and Subscription Agreement aren't built for risk disclosure, and how a properly drafted PPM serves as your definitive record of truth. Through a practical Regulation D hypothetical, we explore the protective value of putting all risks on paper before the investor signs.

    Also see: What Is a PPM (Private Placement Memorandum)? — https://www.moschettilaw.com/what-is-a-ppm/

    Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work.

    Watch the video on YouTube: https://youtu.be/M85UbaH6ppk

    6 min
  • The Regulation D Legal Package
    Regulation D is the SEC's safe harbor exemption that allows you to raise private capital without the immense expense required for public registration. Still, many sponsors mistake Reg D for regulatory red tape. In this field note, syndication attorney Tilden Moschetti explains the SEC's default rule, the risk of bypassing a formal legal package for a quick term sheet, and how to build a compliant structure. You'll learn how to choose between the 506(b) and 506(c) exemptions, and why the PPM, Operating Agreement, and Subscription Agreement form the essential foundation of your private offering.

    Also see: The SEC And Its Reg D — https://www.moschettilaw.com/sec-reg-d/

    Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work.

    Watch the video on YouTube: https://youtu.be/BMiyuBhIobU

    8 min
  • Structuring the Syndication LLC
    Structuring a real estate syndication LLC is more than a simple paperwork exercise. In this field note, syndication attorney Tilden Moschetti addresses a common assumption sponsors make when forming their entities online. We cover the tax mechanics behind choosing an LLC or LP over a corporation to avoid double taxation, and explore a whiteboard scenario where a generic Operating Agreement directly contradicts the sponsor's pitch deck. Listeners will learn why the legal document always dictates the economics of a deal, and how maintaining the LLC's asset protection shield requires operating the entity exactly as your custom agreement outlines.

    Also see: How to Form a Real Estate Syndication LLC or Corporation — https://www.moschettilaw.com/forming-syndication-llc/

    Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work.

    Watch the video on YouTube: https://youtu.be/xUvRPb63Gig

    7 min
  • The Distinction Between Syndication and Crowdfunding
    Sponsors often think syndication and crowdfunding are two completely different legal vehicles—one slow and traditional, the other fast and modern. In this episode, syndication attorney Tilden Moschetti addresses this common confusion, explaining why real estate crowdfunding is actually just a syndication with a public marketing strategy attached. Exploring the practical differences between Rule 506(b) and Rule 506(c), Tilden highlights the hidden friction of raising capital online, from accredited investor verification requirements to the administrative weight of managing numerous small checks. Listen in to learn how to choose the right capital-raising strategy based on your existing network, rather than industry buzzwords.

    Also see: Real Estate Crowdfunding vs. Syndication: What’s the Difference? — https://www.moschettilaw.com/real-estate-crowdfunding-vs-syndication/

    Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work.

    Watch the video on YouTube: https://youtu.be/tkwbLcmEGdk

    7 min
  • The PPM Checklist: Why the Memorandum Alone Is Never Enough
    Sponsors often assume a Private Placement Memorandum (PPM) is the single document needed to start raising capital and speed up the fundraising process. But what happens when an investor says yes to a standalone PPM? You are left with a check you cannot legally accept and an entity with no rules. In today's field note, syndication attorney Tilden Moschetti clears up the confusion around what a PPM actually does. We walk through a practical whiteboard hypothetical to illustrate why a PPM alone is never enough, and map out the actual four-part legal package every syndication needs: the PPM (the what), the Operating Agreement (the how), the Subscription Agreement (the who), and the regulatory filings (the compliance). Tune in to learn how to structure your documents so you are fully prepared when investors are ready to commit.

    Also see: PPM Checklist - Private Placement Memorandum Requirements — https://www.moschettilaw.com/ppm-checklist/

    Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work.

    Watch the video on YouTube: https://youtu.be/tkwbLcmEGdk

    6 min
  • The 506(b) Website Trap: Why Password Protection Isn't Enough
    Evaluating website compliance under Rule 506(b) is a common hurdle for sponsors. Many believe that putting active deal documents behind a password gate prevents general solicitation. In this episode, we address this assumption and explain why the password controls the paperwork, but not the pitch. We discuss why a simple teaser can create a compliance issue and provide two straightforward paths for structuring your online presence. Whether you choose to leverage Rule 506(c) or maintain a clean 506(b) brand site, this field note helps you navigate SEC guidelines calmly and correctly.

    Also see: —

    Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work.

    Watch the video on YouTube: https://youtu.be/CnVaqgM_iuA

    7 min
  • The 506(b) Website Trap: Accidental General Solicitation

    Using a public website to tease a Rule 506(b) syndication can easily blur the line into general solicitation. As a syndication attorney, Tilden frequently encounters the assumption that locking deal documents behind a password gate is enough to protect an exemption. In this episode, we look at the mechanics of general solicitation and why public-facing headlines like "Now Open" can trigger compliance issues before a prospective investor ever logs in. We also cover the practical difference between Rule 506(b) and Rule 506(c), and how sponsors can strategically use their website to build relationships for their next raise, rather than pitching their current one.

    Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work.

    Watch the video on YouTube: https://youtu.be/hGa3IEGsWqg

    7 min
  • Syndication vs. Fund: Selling the Asset vs. Selling the Track Record

    =In this field note, syndication attorney Tilden Moschetti breaks down the practical difference between a syndication and a blind-pool fund. Many sponsors assume a fund is the more sophisticated route, but the reality of capital raising tells a different story. If you're deciding how to structure your next raise, the choice comes down to one fundamental question: Are you asking investors to underwrite the asset, or are they underwriting you? Listen to understand how the sequence of your raise dictates your legal structure, and why matching that structure to what you can actually sell right now is critical.

    Also see: What is Syndication?Raising Outside Capital For Investment — https://www.moschettilaw.com/syndications-and-funds/

    Watch the video on YouTube: https://youtu.be/PcpvGGy9Ra4

    6 min
  • Fund vs. Syndication in Regulation D Private Placements
    =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 the transition from a single-asset real estate syndication to a blind-pool fund. While both can be raised as Regulation D private placements, the legal container is fundamentally different. A syndication is built around one known asset, while a fund is built around a sponsor's strategy and track record. We explain how this shift affects PPM disclosures and capital calls, and discuss potential investment adviser risk if a fund moves from buying direct real estate into buying LP interests in other syndications. Let your pipeline dictate your legal structure.

    Also see: Fund vs. Syndication: Regulation D Legal Guide for Sponsors at https://www.moschettilaw.com/fund-vs-syndication-reg-d

    7 min
  • Sponsor Entity vs. Investment Entity vs. Asset SPV in Reg D Syndications
    =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 three-box legal architecture for a Reg D syndication: the Sponsor Entity, the Investment Entity, and the Asset SPV. Placing management, LP capital, and property liability into a single LLC can raise risk concentration issues. We discuss how separating these functions helps reduce gridlock, clarify who the actual issuer of the securities is, and isolate asset-level liability. Learn how authority flows down, cash flows up, and why an SPV acts as a firewall rather than a guaranteed forcefield.

    Also see: Sponsor Entity, Investment Entity & SPVs in Reg D Offerings at https://www.moschettilaw.com/reg-d-entity-structure

    7 min

About Syndication Attorney Field Notes with Tilden Moschetti

From the publisher's feed

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.