Shows
Syndication Law & The Private Placement Memorandum AttorneyBuilding an Effective Syndication or Investment Fund Team: Roles and ResponsibilitiesYour syndication or investment fund team should have defined roles and responsibilities to ensure smooth operations and investor satisfaction. Here are seven key roles and how they contribute to your overall success. To get started with your syndication or fund visit https://www.moschettilaw.com.Establishing clear roles and responsibilities within a syndication or investment fund team is essential for preventing misunderstandings and ensuring effective operations. Tilden Moschetti emphasizes the importance of delineating these roles to avoid conflicts that could negatively impact investors. By defining responsibilities early, team members can work more efficiently, leading to better outcomes...2024-07-2413 min
Syndication Law & The Private Placement Memorandum AttorneyHow I Became A Top Syndication AttorneyEmbarking on a journey to become a Syndication Attorney is an intricate process. Tilden Moschetti, a seasoned Syndication Attorney, shares his transformative journey that began 25 years ago with a dream to develop real estate. Pursuing law was a pivotal decision that gave him a better understanding of the legal terrain of real estate development. Despite starting his career as a trial lawyer, he found his true calling in property-centric issues. After a decade of litigation, Moschetti ventured into brokering deals and understanding finance. His breakthrough moment came when he was introduced to syndication. Though initially challenging, he developed a...2024-03-2013 min
Syndication Law & The Private Placement Memorandum AttorneyUnderstanding Property Acquisition and Business Fundraing Using Reg D, Plus a Discussion of KickersDiscover how to finance your business and incentivize your investors with a comprehensive understanding of the financial structures and kickers. This content provides invaluable insights into the world of business financing, guiding you through the process of identifying a suitable property, acquiring it, and structuring the business around it. You'll learn about the benefits of creating an LLC to own the property, the importance of a good lease agreement, and the innovative concept of a percentage rent lease. Additionally, understand the art of raising funds by appealing to investors and offering them an attractive return on investment. This content...2023-10-2722 min
Syndication Law & The Private Placement Memorandum AttorneySEC and State Compliance Part 2: Improper Structures in Syndications and FundsPart 2 of our series on staying in compliance and common probelms that regulators are keen to. The world of securities law can seem complex, but understanding key issues can help you stay in line with regulations. This content delves into the three common structures that can potentially lead to legal complications, namely improper structures, compensation of investors, and funds of funds. Improper structures often result from misunderstandings of joint ventures and can lead to severe consequences. Understanding the dynamics of compensation of investors is also crucial as non-disclosure of compensation models can lead to legal issues. Finally, the concept...2023-10-2536 min
Syndication Law & The Private Placement Memorandum AttorneyThe Practical Approach to Achieving Success in Real Estate SyndicationIn the world of real estate syndication, setting actionable and achievable goals is vital to bridging the gap between where you are now and where you aspire to be. This informative content highlights a practical approach to goal setting that ensures you don't just dream about success, but actively work towards achieving it. Whether you're just starting out with zero properties or managing a trillion-dollar portfolio, it stresses the importance of knowing your current facts. From your current assets under management to your track record, and your team members, these facts serve as your starting point.The...2023-10-2313 min
Syndication Law & The Private Placement Memorandum AttorneyUnderstanding the Levers of Financial Analysis in Real Estate SyndicationThe key "levers" of real estate syndication and financial analysis. that can change the outcome for investors, and how these can be manipulated to ensure the best return possible. The focus is on cash flow and how it is calculated, highlighting the role of key factors such as assumptions, NOI (net operating income), metrics, and equity.Learn the importance of balancing facts and assumptions in financial forecasting, and the risks that can arise when those assumptions are inaccurate. The discussion moves onto the calculation of cash flow, with an in-depth look at the impact of discretionary expenses...2023-10-2016 min
Syndication Law & The Private Placement Memorandum AttorneySEC and State Compliance Part 1: Staying on the Good Side of Regulators for Syndicators and FundsIn this 7 part series, understanding compliance is critical for Regulation D syndicators and fund managers. It can be a challenging task, especially when it comes to securities regulations with the SEC and state regulators. This content offers a comprehensive guide to the ins and outs of compliance for syndicators and fund managers. It provides a clear understanding of regulators' vital role in the investment industry. Far from being the 'bad guys', regulators serve as protectors against fraudsters, ensuring the safety of potential investors like your family members.The content further explains who regulators are, their purpose, and...2023-10-1821 min
Syndication Law & The Private Placement Memorandum Attorney5 Key Documents for Syndication or Fund FormationDiscover the paperwork needed when setting up a syndication or fund. Learn about the five key documents that play an essential role in the formation of your entity. Understand the importance of the Certificate of Formation or Articles of Formation, which serves as the birth certificate of your entity. This document is crucial in notifying the state of the formation of your entity and provides them with the necessary contact information.The Operating Agreement, often extensive and filled with legalese, serves as the roadmap for your entity. It outlines crucial details like who can be a member...2023-10-1612 min
Syndication Law & The Private Placement Memorandum AttorneySyndicators and Fund Managers Predict the Future: Understanding Real Estate CyclesNavigating the world of real estate investment, particularly in the realm of syndication, requires a keen understanding of market cycles. This knowledge allows you to predict and prepare for future opportunities and risks. The market cycle comprises four distinct phases: recovery, expansion, hyper supply, and recession. Each phase has unique characteristics that affect property values, rent levels, and construction activities.The recovery phase sees stability and gradual growth, leading to an expansion phase where rents and construction levels rise. This eventually leads to a hyper supply phase, where the market becomes saturated, leading to a recession. Understanding...2023-10-1331 min
Syndication Law & The Private Placement Memorandum AttorneyBuilding a Strong Real Estate Syndication TeamLearn about the vital aspects of building a strong real estate syndication team and bringing your business to new heights. This content delves into the roles and responsibilities within a syndication team, discussing the significance of the captain, or the decision-maker, and their influence on the internal identity of the team. You will understand the importance of establishing clear decision-making processes within your team to avoid ambiguity, ensuring everyone is on the same page. The discussion further touches on the value of having an open dialogue within your team, emphasizing the right to report facts, voice out concerns, give...2023-10-1111 min
Syndication Law & The Private Placement Memorandum AttorneyWho Can Fundraise for Regulation D Rule 506b or 506c Offers?Looking to understand who can do the fundraising for a Regulation D Rule 506b or 506c offer? This content offers a comprehensive understanding of the legalities and strategies involved, providing you with the knowledge to navigate the fundraising process successfully, while ensuring your actions are in line with the law. From determining who can fundraise, the role of broker-dealers, to the legalities of paying commissions and bonuses, this content covers it all. Whether you're a sponsor, an investor or part of the flight crew, understanding these aspects can help you make informed decisions and avoid potential legal pitfalls. Most...2023-10-0913 min
Syndication Law & The Private Placement Memorandum AttorneyWhere to Buy For Your Real Estate Syndication or Fund: Your Guide to Finding AssetsStarting a successful real estate syndication fund requires focusing on two key roles - finding investors and identifying viable assets. By utilizing market analysis and demographics, you can identify the most promising markets to invest in across the country. Tools like demographic Pro and income profile give a deep dive into the population growth, household income, and other crucial data for potential markets. This data can guide your investment decisions and provide a solid basis for discussions with potential investors. Using a property finding spreadsheet can help you organize and track potential investment properties. It's also essential to build...2023-10-0639 min
Syndication Law & The Private Placement Memorandum AttorneyThe Essential Guide to Structuring Your Real Estate SyndicationEver wondered how to properly structure your syndication or fund? The foundation lies in understanding the difference between member managed and manager managed LLCs. Member managed LLCs can be challenging to handle as control is divided among investors. On the other hand, manager managed LLCs offer more control and protection. Creating an LLC for each property you invest in provides a shield against lawsuits, protecting your other investments and personal assets. For larger projects, consider forming an investment LLC for efficient investor management and protection. Finally, for developing projects, a joint venture can be beneficial. Remember to carefully consider...2023-10-0419 min
Syndication Law & The Private Placement Memorandum AttorneyUnderstanding Fees and Splits: The Backbone of Your Syndication or FundWhen you're setting up a syndication or a fund, it's helpful to understand the various fees and split structures that can help you earn for the work you're doing. Fees are like your pay, they should reflect the work and effort you put into managing the assets, dealing with investor relations, accounting, and market analysis. Typical fees include asset management fees, development supervision fees, property management fees, acquisition or disposition fees, and real estate agent fees.Split structures, on the other hand, are your profit from the venture. There are three common types: a waterfall split, straight...2023-10-0214 min
Syndication Law & The Private Placement Memorandum AttorneyHow To Find Investors For Your Regulation D Syndication / Fund OfflineFinding good investment opportunities is crucial for fund sponsors. But attracting investors is equally important. Start with your inner circle of family and close friends. They already know and trust you. Past clients who you did right by are another option. Educate and add value to build relationships. Ask how you can help - don't just talk about yourself. And always show appreciation for referrals.Your "fishermen" can spread the word and refer new investors. Identify professional advisors who can connect you to high net worth clients. Attend networking events to meet potential whales. Follow up consistently...2023-09-291h 02
Syndication Law & The Private Placement Memorandum AttorneyChoosing the Right Entity Type for Your Regulation D Syndication or FundUnderstanding the type of entity for your investment syndication or fund is critical. The choices range from LLCs and partnerships to corporations and sole proprietors. Each entity type has its unique implications, from the number of owners they can accommodate to the level of asset protection they offer.DBAs, or Doing Business As, are the simplest type, typically filed with your local municipality. They are ideal for sole proprietors and partnerships but lack any form of asset protection. Partnerships, on the other hand, require two or more people and can offer good asset protection for the limited...2023-09-2720 min
Syndication Law & The Private Placement Memorandum AttorneyHow to Evaluate a Real Estate Syndication Deal: The Four Steps to Mastering Financial AnalysisAs a real estate syndicator or fund manager, financial analysis is the backbone of your success. A structured process helps in building a solid foundation. There are four steps in this financial analysis workflow. Firstly, we start with basic facts and assumptions about the property. This includes information like rent roll and operating expenses. As the analysis progresses, these assumptions become more detailed. Secondly, we determine the Net Operating Income (NOI) and the potential value of the property. This is derived from the basic facts and assumptions and provides a rough estimate of the property's worth. The third step...2023-09-2248 min
Syndication Law & The Private Placement Memorandum AttorneyHow to Start a Real Estate Fund: A Step-by-Step Guide Using Reg D, 506b, and 506cDive into the exciting world of Real Estate Funds and discover the step-by-step process of how to start one. Learn about the critical role of syndication, the constant pursuit of deals and investors, and the importance of underwriting. Gain insights into the paperwork involved, from the PPM (Private Placement Memorandum) that describes the investment and its risks, to the operating agreement that outlines the rules for the LLC. Understand the significance of the subscription agreement and the process of 'latching' investors to your fund. This comprehensive guide also explains how to close the deal, file your Form D with...2023-09-1810 min
Syndication Law & The Private Placement Memorandum AttorneyMastering Financial Analysis: A Key Skill for Reg D Syndicators and Fund ManagersUnderstanding the essence of financial analysis and underwriting is crucial for you as a syndicator or fund manager. It requires the ability to evaluate businesses, projects, budgets, and other finance-related transactions to determine their performance and suitability. More than just evaluating, it requires the art of underwriting - providing financial support or guarantee for your projects.In this process, a snapshot in time of the property is taken, analyzing its facts and assumptions. The facts are the concrete details about the property at the moment, while the assumptions revolve around predicting future outcomes. The trick is to...2023-09-1529 min
Syndication Law & The Private Placement Memorandum AttorneyRaising Money From Friends And Family: Unlocking the Legalities of Raising FundsYou've got a dream, a business or real estate venture, and you're considering raising funds from your circle of friends and family. It's a common way to get started, but it's crucial to understand the legalities involved.When raising money, it's not as simple as taking a loan. You're dealing with securities and need to comply with specific rules. There are two main ways people typically raise funds. The first is through a debt agreement, where you promise to return the money borrowed plus an agreed-upon interest. The second is through equity, where you're selling a percentage...2023-09-1307 min
Syndication Law & The Private Placement Memorandum AttorneyAre You Creating a Security? The Howey Test Knows: A Look At SEC vs. HoweyImagine going back in time to the 1930s and 40s, when a company called Howey bought acres of land, divided it into strips and sold them to tourists. Each strip of land had 48 orange trees, and Howey would then lease the land back from the new owners to farm the oranges. It all seemed like a simple transaction, but the SEC disagreed, arguing this was a security and needed to be registered or exempted. This led to the landmark case of SEC vs. Howey, which established the "Howey Test" used today to determine if something is a security. There...2023-09-1114 min
Syndication Law & The Private Placement Memorandum AttorneyDeconstructing a Reg D Real Estate Syndication Deal A-to-Z: Part 2Discover the intricacies of real estate syndication deals, where multiple investors pool resources to purchase properties beyond their individual means. This deep dive explores the structure of syndication deals, covering topics like property underwriting, calculating net operating income, and understanding the difference between above the line and below the line expenses. Learn how to assess property values, calculate potential income and expenses, and determine the viability of a deal. Understand the significance of factors such as property management fees, asset management fees, lease commissions, and capital expenditures. Gain insights into the importance of reserve accounts and how they can...2023-09-0852 min
Syndication Law & The Private Placement Memorandum AttorneyRegulation D Waterfalls 101: Understanding Investment DistributionUnlock the complexities of waterfalls in investment syndications and funds! In this detailed breakdown, you'll understand how the process works from start to finish. First, delve into the concept of a capital event - the sale of an asset, such as a piece of real estate. Discover the journey of the money as it hits the investment pool, covering expenses like loans and management fees, before you even start to think about returns. Then, unravel the intricacies of net proceeds, preferred returns, and catch-ups. Finally, explore the distribution of profits among investors and managers. This is a fantastic opportunity...2023-09-0612 min
Syndication Law & The Private Placement Memorandum AttorneyChoosing Between Regulation D Rule 506b and 506c for Your SyndicationEver wondered about the difference between Regulation D Rule 506b and Rule 506c offers? This piece delves into the key distinctions and how to choose between the two. Both rules allow for raising unlimited funds from an unlimited number of accredited investors. However, the key difference lies in the allowance of non-accredited investors and the ability to advertise. Rule 506b allows for a maximum of 35 non-accredited investors in any 90-day period, while Rule 506c does not permit any non-accredited investors. As for advertising, the latter allows it, while the former does not. You’re required to have a substantive re...2023-09-0405 min
Syndication Law & The Private Placement Memorandum AttorneyDeconstructing a Reg D Real Estate Syndication Deal A-to-Z: Part 1Get an inside look at the process of closing a real estate deal from start to finish. Understand the concept of ‘Deal Deconstruction' where we delve deep into every aspect from choosing the right deal to finally getting it funded. This discussion also demystifies 'Founder Investment Theory' and how it impacts your decision-making process when looking for properties. Learn to identify properties that align with your risk tolerance and investment strategy, and discover the importance of understanding different property types like mixed-use, retail, and flexible buildings. Understand the nuances of underwriting and how the right strategies can yield an im...2023-09-011h 00
Syndication Law & The Private Placement Memorandum Attorney10 Essential Tips to Secure Investment from Family Offices for Your Reg D OfferingUnlock the power of family offices for your investment opportunity with these 10 crucial tips. Learn how to establish trust, communicate your long-term vision, and align your values with those of potential investors. Discover how offering direct communication, a clear exit strategy, and portfolio diversification can make your project more appealing to family offices. Unearth the importance of educating your investors, showcasing your track record, and personalizing your pitch. Lastly, explore how co-investment opportunities can increase your chances of securing investment. Dive into this reservoir of knowledge and elevate your Reg D game!Read more about Reg D...2023-08-3009 min
Syndication Law & The Private Placement Memorandum AttorneyThe 'Syndication LLC' Disaster: Consequences of Bad AdviceAre you familiar with the concept of the 'Syndication LLC' in real estate? If you are, it's time to debunk a critical myth surrounding it. It's not just an avenue for potential SEC violations and legal penalties, but it's also a misconstrued concept that can lead you down the wrong path. Learn about the true nature of this entity, the common misconceptions, and how to avoid pitfalls that could result in severe consequences.The 'Syndication LLC', as it's often described, involves buying a piece of real estate, allocating equity, and bringing in investors who supposedly have voting...2023-08-2807 min
Syndication Law & The Private Placement Memorandum AttorneyWhat Is Equity Dilution In A Regulation D Syndication Or Fund Offering?Equity dilution: a term that sends chills down the spines of investors and fund managers alike. This topic, often shrouded in mystery, is laid bare, explained in simple terms for beginners and seasoned professionals. Explore what dilution means in the context of private equity, syndications, and equity funds. Uncover why it can be detrimental, causing investors to lose faith and spark uncomfortable conversations. However, dilution isn't always the villain. There are scenarios where dilution is warranted and can even be beneficial. Understand these exceptions, and how they can be communicated to investors effectively to avoid confusion and mistrust. Discover...2023-08-2510 min
Syndication Law & The Private Placement Memorandum AttorneyUnderstanding Net Asset Value: A Key Investment Tool For Private Equity Fund Managers And REITSIn the complex world of open-ended private equity valuation, understanding the concept of Net Asset Value (NAV) is critical for making informed decisions. NAV is a key metric used to determine the value of an open-ended fund's assets at any given point. By taking the total assets, subtracting the liabilities, and dividing by the number of outstanding shares, NAV provides a per-unit value. This is crucial in ensuring a fair investment process, regardless of when an investor enters the fund. It's also a tool for assessing the performance of investments, helping you identify their true worth and manage your...2023-08-2314 min
Syndication Law & The Private Placement Memorandum AttorneyDemystifying Open-Ended and Closed-Ended Funds In Reg D Private EquityWelcome to the fascinating world of financial investments as we demystify the differences between open-ended and closed-ended funds. Whether you're a seasoned investor or a novice, understanding these concepts is crucial. Open-ended funds, like mutual funds, offer flexibility, allowing investors to enter and exit at different times, providing liquidity. They focus primarily on cash flow, with more frequent payouts and a stable investment environment. On the other hand, closed-ended funds follow a linear investment journey. Investors enter at the same time and stay until a liquidity event, typically a large capital event like selling a property. While these funds...2023-08-2108 min
Syndication Law & The Private Placement Memorandum AttorneyAn Innovative Example Of A Syndication Investment Strategy: F.I.T. In ActionDiscover an innovative and compelling investment opportunity in the alternative investment space: Masterworks. This emerging avenue marries the world of art appreciation with investment, offering a unique strategy that focuses on pure appreciation rather than cash flow. What makes Masterworks particularly appealing is the opportunity to own a piece of some of the world's most revered masterpieces, from artists like Banksy and Andy Warhol to Claude Monet. The concept is simple: invest in a piece of art, wait for it to appreciate and eventually sell for a profit. This approach not only creates a potentially lucrative investment but also...2023-08-1807 min
Syndication Law & The Private Placement Memorandum AttorneyRegulation D Syndication Investment Strategies: Direct Investment, Specified Pools, and Blind PoolsDive into the realm of Direct Investment, Specified Pools, and Blind Pools, three distinct investment strategies that can shape your financial future. If you've ever wondered how to wisely utilize the funds you've raised for investment, this discussion sheds light on the path ahead. Discover the simplicity of direct investment, where raised capital is utilized to acquire a specific property or business. Learn about specified pools, a strategy in which funds are raised to purchase a collection of assets or invest in a set of businesses, akin to a venture capital fund. Then, explore the intriguing concept of blind...2023-08-1605 min
Syndication Law & The Private Placement Memorandum AttorneyCash Flow vs. Appreciation: Understanding Reg D Syndication Investor TypesIn the investment world, two primary types of investors emerge – those who focus on cash flow and those who prioritize appreciation. Understanding these two types of investors is crucial for anyone looking to make sound investment choices or raise capital for their ventures. This content delves into how these two types of investors differ in their goals and strategies.For cash flow investors, the main goal is to receive a regular income from their investments. They might be retirees who rely on this income for their daily expenses or investors who use the cash flow to fund ot...2023-08-1406 min
Syndication Law & The Private Placement Memorandum AttorneyChoosing Between Regulation D and Regulation CF: An Attorney's / Syndicator's AnalysisDive into the intriguing world of securities offerings! Learn about the key differences between Regulation D and Regulation CF, two major exemptions from registration under the Securities Act. Explore the pros and cons of each regulation and how each one impacts securities offerings. Discover how Regulation D, the undisputed champion with 4.6 times more private exempt securities offerings, allows you to raise an unlimited amount of money from an unlimited number of accredited investors. You can also choose to include non-accredited investors, up to 35 in a 90-day period. Plus, find out about the exciting opportunity of advertising your investment anywhere...2023-08-1107 min
Syndication Law & The Private Placement Memorandum AttorneyHow To Find Investors For A Regulation D Offering Without Using A Broker-DealerIn the process of launching a Regulation D offering, particularly a 506c offering, there are several key steps to consider. Firstly, it is essential to establish a founder investment theory, a combination of strategy, philosophy, risk tolerance, and a compelling story to attract investors. The strategy outlines the approach taken to secure the funding and what makes the investment stand out. The philosophy includes the asset classes and location, explaining why they are appealing. Risk tolerance is the level of risk the investment implies, which should align with the investors’ risk appetite. Lastly, the story behind the investment can re...2023-08-0911 min
Syndication Law & The Private Placement Memorandum AttorneyThe Difference Between REITs and Real Estate Funds & SyndicationsReal estate investment trusts (REITs) and real estate funds or syndications are two investment options in the real estate market but they function quite differently. REITs accumulate properties and payout 90% of their income from rents as dividends to their investors. They can either be private or public; public REITs are traded on the stock exchange and are thus highly liquid. Private REITs, while less liquid, have mechanisms to make it easier for investors to sell their positions at regular intervals.Real estate funds, on the other hand, gather funds from multiple investors for buying, managing, developing, and...2023-08-0707 min
Syndication Law & The Private Placement Memorandum AttorneySecurities vs Joint Ventures: Know the Critical Differences or Risk the ConsequencesIt is critical to understand the difference between a security and a joint venture, particularly in the context of a project. A security, as defined by the SEC vs Howey case, is an offering or a collection of money with the aim of generating more funds and relying on a third person’s services to do so. This is typical in real estate syndications, where investors adopt a passive role while the organizer manages the assets and makes executive decisions. On the contrary, a joint venture involves partners actively participating in a project, each contributing a specific skill set. Un...2023-08-0405 min
Syndication Law & The Private Placement Memorandum AttorneyEight Steps to a Successful Real Estate SyndicationA very high-level view, as an eight-step process, of a real estate development syndication project. The first step involves identifying a suitable property and creating a compelling business plan to attract potential investors. The business plan should include a detailed cost analysis and a clear vision of the development project. The second step is assembling a team of competent individuals whose skills and experience will contribute to the project's success. The third step is finding investors who are interested in the project. The fourth step is arranging for financing, which can involve bank loans or hard money loans. The...2023-08-0209 min
Syndication Law & The Private Placement Memorandum AttorneyHow Long Does It Take to Raise Money for a Reg D Syndication?The process of raising money for a syndication varies greatly and depends on a multitude of variables. It can range from an extremely short period, like a few hours, to a much longer duration such as six months. This variability is influenced by factors such as the size of one's network and the effort they're willing to put in. A large network of wealthy individuals can expedite the fundraising process, as these individuals are likely to invest due to existing trust and relationships. On the other hand, if one lacks an extensive network, they might have to rely on...2023-07-3106 min
Syndication Law & The Private Placement Memorandum AttorneyHow to Ensure Your Reg D Syndication Offering is Marketable and LegalThere are two crucial aspects required for successful security offerings such as real estate syndications, private equity funds, and crypto mines – marketability and legality. Marketability is the assurance that the offering is desirable and that people would want to invest. Six steps are suggested to ensure marketability: conducting a market analysis, evaluating the property or business, carrying out a financial analysis, conducting due diligence, assessing the risk involved, and querying potential investors about their interest in the offering.The second aspect is legality, which pertains to the compliance of the offering with legal regulations. Some intriguing business id...2023-07-2809 min
Syndication Law & The Private Placement Memorandum Attorney5 Mistakes Rookie Regulation D Syndicators MakeThink about the advantage to know ahead of time the common pitfalls that newcomers to syndication or private equity fund management often encounter, and provides practical advice on how to avoid them to facilitate a smoother transition towards success. Five key points are highlighted. Firstly, the importance of building a book of investors and allied professionals is discussed. This network is crucial for gaining insights, support, and potential investment opportunities. Secondly, the necessity of continually seeking out new deals is emphasized, as this keeps the business active and profitable. The third point warns against relying too heavily on a...2023-07-2609 min
Syndication Law & The Private Placement Memorandum AttorneySpot The Winners: Navigating Financial Analysis in Real Estate Syndication (Webinar Replay)(Webinar Replay from Syndication Attorney Tilden Moschetti). The concept of real estate syndication, when efficiently executed, can significantly increase profits. To succeed, syndicators need a deep understanding of investor preferences, comprehensive financial analysis, and effective syndication management. Key financial considerations involve Internal Rate of Return (IRR), multiples, preferred returns, rents, operating expenses, property taxes, and fair market value. Syndicators must also understand investors’ risk tolerance and long-term goals to tailor investment offerings to meet expectations, thus attracting investors and optimizing profitability. Accurate financial analysis and assumptions are crucial to avoid underestimating a property’s value. Understanding the legal structure of s...2023-07-2458 min
Syndication Law & The Private Placement Memorandum AttorneyHow Capital Accounts Work in SyndicationsA capital account, as discussed, is a term often used in private equity funds documentation or syndications. It refers to a pool of money set aside or segregated for a specific purpose or person, particularly in the context of accounting, not banking. In the context of an investment, each investor has a capital account which reflects their initial contribution. This value can increase or decrease based on distributions, taxable income, and losses. For example, if an investor contributes $100,000, that amount is logged in their capital account. However, if they receive a return of money, this amount can decrease. At...2023-07-2104 min
Syndication Law & The Private Placement Memorandum AttorneyBehind the 'Bad Actor' Rule: Rule 506d DemystifiedTilden Moschetti, a securities attorney, discusses Rule 506d, a part of Regulation D, which defines "bad actors" in the context of securities offerings. These "bad actors" are individuals who are prohibited from participating in the offering of securities due to past misdeeds. Rule 506d is applicable to both Rule 506b and 506c offerings.According to Moschetti, the rule disqualifies a wide range of individuals from participating in offerings. This includes individuals with previous convictions, judgments or court orders related to securities or fraudulent conduct, within certain time frames. This also includes those who have been barred or...2023-06-0217 min
Syndication Law & The Private Placement Memorandum AttorneyThe Myth Of The Friends And Family Securities Exemption For SyndicationsTilden Moschetti, a securities attorney with Moschetti Syndication Law Group, specializes in assisting syndicators and funds in setting up offerings for Regulation D Rule 506b and 506c offerings. He addresses a common myth among people that they can conduct a securities offering without filing with the SEC if they just involve friends and family, or if the investment amount is below a certain limit, such as $1 million.Moschetti clarifies that there is no rule that exempts such securities offerings from filing with the SEC. They could be considered public securities, which require registration, and they don't fall...2023-05-3108 min
Syndication Law & The Private Placement Memorandum AttorneyDemystifying Form D Filings with the SEC: In-Depth Walkthrough and TipsTilden Moschetti, from the Moschetti Syndication Law Group, provides a detailed walkthrough of Form D filing with the SEC, which is crucial for a Reg D offering. Form D is four pages long plus instructions and is filed on the SEC's EDGAR database.He explains various aspects of the form, starting with the issuer's identity which details the entity filing the security with the SEC, their jurisdiction of incorporation, previous names, entity type, and year of incorporation. Next, the principal place of business and contact information is provided. The form also asks for information about the related...2023-05-2916 min
Syndication Law & The Private Placement Memorandum AttorneyCan An LLC Invest Into A Regulation D Rule 506b Or 506c Syndication Offering?Tilden Moschetti, a securities attorney at Moschetti Syndication Law Group, discusses the complexities of allowing an LLC to invest in a syndication. According to Moschetti, this is a common query from clients, and the answer largely depends on whether the investment comes under Rule 506b or 506c offerings.For Rule 506c, an LLC can invest if its assets exceed $5 million, or if each member is an accredited investor. This requires independent verification under Regulation D Rule 501, which mandates that all members must be accredited investors in a Rule 506c offering.However, for Rule 506b, the...2023-05-2606 min
Syndication Law & The Private Placement Memorandum AttorneyThe 'Friends & Family Loan Loophole' - Is It A Legal Way To Syndicate Without Actually Syndicating?Tilden Moschetti, an attorney with Moschetti Syndication Law Group, discusses a common misconception about a potential loophole in securities regulations. Some individuals believe that borrowing money from friends and family in the form of a loan for a syndication does not constitute a security, thus bypassing the regulations. Moschetti explains this is not the case, citing Reeves v. Ernst and Young, a Supreme Court case that outlined specific cases where loans are not securities. He warns that any venture where investors expect profit from passive involvement, such as syndications, is considered a security and must comply with SEC regulations.2023-05-2408 min
Syndication Law & The Private Placement Memorandum AttorneyHow Does Regulation D Rule 506c Work For Syndication?Tilden Moschetti, a securities attorney with the Moschetti Syndication Law Group, presents an in-depth analysis of Regulation D Rule 506c. Moschetti emphasizes the value of direct reference to the regulation itself for clarity, drawing on advice from his law school professor. He cites Rule 506c in the context of its placement within Book 17 of the Code of Federal Regulations, emphasizing that it concerns exemptions for limited offers and sales irrespective of the dollar amount or offering.Moschetti outlines the conditions to meet for Rule 506c eligibility. The rule requires compliance with all terms and conditions of 230.501 and 230.502...2023-05-2209 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 23 - Getting it DoneIn the great movie Moneyball, Billy, played by Brad Pitt, says he wants to bring back an aging ballplayer by the name of David Justice. Everybody thinks it is a terrible idea to bring him back. He can’t hit home runs anymore. They ask Billy why he wants Justice back. Billy points to Pete, played by Jonah Hill. And Pete says, “because he gets on base.” Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-getting-it-done/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulat...2022-11-0107 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 22 - Putting it TogetherYou’ve done it! You’ve re-entered, you’re back on Earth. You’ve completed this and it’s all done! We started on the launch pad, putting our structure in place, getting our founder investment theory done, and learning about underwriting.Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-conclusion-putting-it-together/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brought to you by Moschetti Syndication Law Group (https://www.moschettilaw.com), a syndication law firm.If yo...2022-10-3103 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 21 - Winding Up the Real Estate SyndicationNow, you’re outside of the capsule after re-entering. Your investors have gotten money. All is good with the world. Is it time to party? Sure, it’s time to celebrate… but you’ve got to get to the party first! And to do that, you need to go through a closing, just to make sure that every single thing is wrapped up neatly, so that when you go into your next syndication, you don’t need to worry about anything from the previous one.Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-winding-up-the-real-estate-syndication/Welcome to...2022-10-3004 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 20 - Final Distributions of Returns to Your InvestorsYou’ve basically re-entered the atmosphere and you’re on the surface of the earth. Now you just need to emerge from the capsule. And that means making those final distributions to your investors. There are several processes to do this...Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-final-distributions-to-your-investors/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brought to you by Moschetti Syndication Law Group (https://www.moschettilaw.com), a syndication law firm.If...2022-10-2905 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 19 - Voting On Major DecisionsSo you think it’s time to sell? Well, if you structured your syndication the way that I normally do, you’ll want to give investors the right to decide whether or not it’s time to sell the property. That way, they feel like they are a part of the action. A lot of syndicators don’t do this, and it’s a mistake. Bring that decision-making process to the investor at exactly the right time, when they’re going to be thinking about what they are going to do with the money that you’re about to give them in t...2022-10-2810 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 18 - When Is It Time To Sell the Property?The market has spoken, “It is time to sell.” Many times the decision to sell is up to your investors and you, so you’ll find out how to get the decision made right. Then after it is sold, there are loose ends to tie up and investors to return capital to. They probably can’t wait to put it into your next deal!Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-when-is-it-time-to-sell-the-property/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 50...2022-10-2711 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications Ep 17 - Distributions of Returns to Your InvestorsOne of the things I like best about being a syndicator is when it comes time to make distributions, especially the final distribution. I like sending money to people, because I know they’re happy to get it and I just did a good job for them. But exactly how do we make distributions? Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-distributions-of-returns-to-your-investors/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brought to you by Mos...2022-10-2607 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 16 - Property ManagementEnsuring good property management is critical to syndicating. Your investors are counting on the property being managed in such a way that their asset doesn’t start deteriorating. Under the guise of property management, we have four different kinds of analyses that we need to know as syndicators and asset managers in order to make sure that property management is working as effectively as possible. If you’re doing the property management itself, this is a nice overlay of the kinds of things that you should be thinking about to make sure that maximum value is being given to your...2022-10-2512 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 15 - Asset ManagementAsset management is a funny thing. What does an asset manager do? It’s obvious what a property manager does, right? They manage the property. So what’s different about managing an asset? Let’s talk about what it takes to be a good asset manager. Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-asset-management/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brought to you by Moschetti Syndication Law Group (https://www.moschettilaw.com), a syndi...2022-10-2424 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 14 - Investor Communications“Escrow closed! We own the property!… So, are we done?” Nope. There are things to do besides cashing those monthly fee checks. Your investors expect distributions and to know what is going on. Plus, you need to know what is going on to make sure you can do the next deal.Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-investor-communications/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brought to you by Moschetti Syndication Law Group...2022-10-2310 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 13 - Finishing the AcquisitionLiftoff is almost complete, and you’re almost in orbit! Just a few things left to do. You’re collecting money from your investors right now, and now it’s time to finish it up, making the process complete. Just what are those last minute things that you need to do in order to be in orbit comfortably?Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-finishing-the-acquisition/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brough...2022-10-2209 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 12 - Getting Investors to Commit to Your SyndicationNow you have your syndication put together. You’ve got your PPM, your operating agreement, and the subscription escrows underway. You’ve marketed the investment and had those conversations. You’ve pitched it, and you have some interest. So what next? How do you get the money from the investor who’s interested into the bank account so that it can be ready to close?Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-getting-investor-to-commit-to-your-syndication/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 50...2022-10-2109 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 11 - Marketing the Investment to InvestorsCongratulations, you’ve gotten all your forms together! Now let’s talk about marketing the investment opportunity that you have. How do you put it out there? You’re going to do a lot more marketing in the context of a 506c, then a 506b. This isn’t to say you don’t market in a 506b. But marketing for a 506b, really just means the pitch between you and the contacts that you already have – those pre-existing relationships. Remember, we cannot market out to the external world in a 506b. So in this section we’re making the assumption tha...2022-10-2021 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 10 - Operating & Subscription Agreements for SyndicationsWe syndicators operate underneath the regulatory framework from the SEC and state laws. But we also operate under another framework too. Fortunately, this one is our own design: the operating agreement. Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-operating-and-subscription-agreements-for-syndications/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brought to you by Moschetti Syndication Law Group (https://www.moschettilaw.com), a syndication law firm.If you are ready to get started with your r...2022-10-1915 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 9 - The Private Placement Memorandum (PPM)The private placement memorandum, also called the PPM, may be one of the most daunting hurdles for syndicators. They tend to be really long, dense, confusing, and repetitive. But it actually doesn’t need to be that way. Let’s take all the mystery out of it. There are three ways that syndicators do their PPMs...Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-private-placement-memorandum/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brought to you...2022-10-1819 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 8 - Making Sense of the SEC Alphabet SoupYou found the deal and it is in escrow… “Now what???” Now you need to put the investment itself together and get investors committed. You also need to do it the right way to avoid trouble with your investors and the SEC down the road…Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-making-sense-of-the-sec-alphabet-soup/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brought to you by Moschetti Syndication Law Group (https://www.moschettilaw.com), a syndicat...2022-10-1720 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 7 - Is It a Good Deal to Syndicate?The product for syndicators is the property. Pricing and engineering that product is the financial analysis. The best syndicators make their choices objectively and based on the data and facts. They tune their projections to maximize both the return for their investors and the return for themselves. And they have meaningful conversations about money – they’re not afraid to go into the details about the way that engine works. Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-is-it-a-good-deal-to-syndicate/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estat...2022-10-1637 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 6 - Making Money With Fees & Equity in Real Estate SyndicationsLet’s face it: we syndicate not just because it’s fun, but because we want to make money… and not just money for our investors, but money for ourselves. The work that you put in as a syndicator should be paid. But any complexity that comes in on fees or promote will start to scare away investors. We’re going to go through the different ways that you get paid, whether that’s through fees, or broker fees, or the promote. Setting this up, right and understanding this when you start putting a deal together helps you have those conv...2022-10-1524 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 5 - Finding Properties to SyndicateIt probably goes without saying, but finding properties is pretty critical for a syndicator. Without a property, there’s nothing for us to talk to investors about or sell them. Properties are the raw materials that syndicators work with. So how do we find deals? Here’s a four step system so you’re not left to the winds of chance.Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-finding-properties-to-syndicate/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This v...2022-10-1417 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 4 - Finding Investors for Your Real Estate SyndicationThe good news is that finding investors doesn’t need to be that challenging. In fact, you are doing many of the things to find investors already. All you need is to systematize those and then follow the process, which is actually quite simple. There’s only a few things that you need to do. And you probably know what those things are already, and are doing a lot of them. Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-finding-investors-for-your-real-estate-syndication/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndi...2022-10-1321 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 3 - Structuring Syndication Entities to Protect YourselfThere are two different kinds of decisions that we need to make in order to protect yourself from the very beginning from deals going sideways, or making a mistake by choosing the wrong kinds of investors...Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-structuring-syndication-entities-to-protect-yourself/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brought to you by Moschetti Syndication Law Group (https://www.moschettilaw.com), a syndication law firm.If you are ready...2022-10-1224 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 2 - Founder’s Investment Theory(R)What does it take to be a syndicator who has no trouble raising money? Someone who can raise $2 million, $20 million in a matter of days rather than months? Well, the answer is simple. And it actually boils down to just three questions.Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-founders-investment-theory/Welcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brought to you by Moschetti Syndication Law Group (https://www.moschettilaw.com), a syndication law firm.2022-10-1123 min
Syndication Law & The Private Placement Memorandum AttorneyLaunching Real Estate Syndications - Ep 1 - WelcomeWelcome to Launching Real Estate Syndications - a 23 part series on getting started in syndicating real estate using Regulation D Rules 506b and 506c. This video is brought to you by Moschetti Syndication Law Group (https://www.moschettilaw.com), a syndication law firm.This first podcast in our series, welcomes you to the whole system of real estate syndication. Visit the web version here: https://www.moschettilaw.com/launching-real-estate-syndications-welcome-to-launching-real-estate-syndications/If you are ready to get started with your real estate syndication, you can learn about the firm's services here: https://www.moschettilaw.com/r...2022-10-1011 min
Syndication Law & The Private Placement Memorandum Attorney"How do I let family and friends know that I’m doing a Reg D Rule 506b offer if I can’t advertise?"Tilden Moschetti, an attorney specializing in Reg D Rule 506b and 506c offerings, addresses the question of how syndicators can inform friends, family, and contacts about an investment opportunity without violating SEC rules. Regulation D Rule 506b, prohibits the advertisement of the offering as a general solicitation or general advertisement. Thus, while friends and family can be informed, it should be made clear that the general public is not allowed to invest.One strategy that Moschetti suggests is informing the public about the offering but making it clear that it's closed to them, establishing the grounds for...2022-09-1604 min
Syndication Law & The Private Placement Memorandum Attorney‘Can I do both a Regulation D 506b and Reg D 506c in one LLC?’Tilden Moschetti, an attorney for the Moschetti Syndication Law Group, discusses the question of whether a syndicator can do both a Rule 506b offering (to include non-accredited investors) and a Rule 506c offering (for advertising purposes) at the same time. The answer is complex and depends on the specifics of the strategies used.In general, Rule 506b allows up to 35 non-accredited investors in your syndication over a 90-day period but prohibits general solicitation. In contrast, Rule 506c permits general solicitation, even to unknown investors.Syndicators often wish to combine both rules to attract as much...2022-09-1507 min
Syndication Law & The Private Placement Memorandum Attorney‘Can I do a 1031 exchange in a Regulation D syndication?’Tilden Moschetti, of the Moschetti Syndication Law Group, addresses two questions related to 1031 Exchanges and syndication.*Can investors doing a 1031 exchange be incorporated into a syndication?*Yes, this is possible but complex. Investors could enter the syndication as a tenant in common as part of their 1031 exchange. However, each tenant in common can vote on property decisions and may not wish to sell when the syndication intends to exit, potentially posing a challenge. Additionally, this investor would have to sign all loan documents along with the syndicator, adding another layer of complexity.*Can a...2022-09-1407 min
Syndication Law & The Private Placement Memorandum AttorneyRegulation D Limitations on Resale: What You & Your Investors Should KnowTilden Moschetti, a syndication attorney with the Moschetti Law Group, specializes in creating private placement memorandums under Regulation D Rule 506b and Rule 506c for syndicators and businesses trying to raise capital. In this summary, he addresses the common question of limitations on resale within these documents.A private placement memorandum outlines a private offering that is exempted from SEC registration. One stipulation is the implementation of limitations on resale to prevent a secondary market from forming outside SEC regulation. These limitations are outlined under Rule 502d.According to Moschetti, investors cannot purchase securities solely...2022-01-3114 min
Syndication Law & The Private Placement Memorandum AttorneyHow does Regulation D Rule 506b work for syndication?Tilden Moschetti, a syndication attorney with Moschetti Law Group, specializes in Regulation D filings (506b and 506c). His work primarily involves producing private placement memorandums, operating agreements, subscription agreements, and investor questionnaires. He ensures that syndicators are raising capital in a legal and compliant manner.In this communication, he dives deep into Rule 506b, a crucial part of Regulation D. Moschetti explains the concept of exemptions and how securities must be registered with either the state or the SEC unless they qualify for exemptions. Rule 506b is one such exemption under Regulation D.According to...2022-01-2718 min
Syndication Law & The Private Placement Memorandum AttorneyHow do I pay people to market my Regulation D syndication?Tilden Moschetti, founder of Moschetti Law Group, discusses the issue of compensating others for marketing syndications. He advises against paying finder fees due to the potentially severe consequences and the inherent risks involved. The only permissible payments, according to Moschetti, are to licensed broker-dealers who are legally able to raise funds for your syndication.He suggests that an alternate and legal approach could involve employing individuals on an hourly basis to help identify potential investors. However, their pay cannot be tied to the funds they raise. People can refer accredited investors to you, but you can't pay...2022-01-2505 min
Syndication Law & The Private Placement Memorandum AttorneyWhat 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 through all possible issues that might arise in a transaction and disclosing those in the document. Moschetti concludes by offering his services to those needing help with syndications...2022-01-2302 min
Syndication Law & The Private Placement Memorandum AttorneyWhat 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 SEC filing. However, this varies as each state has its own rules.The situation becomes more complex if an out-of-state...2022-01-2003 min
Syndication Law & The Private Placement Memorandum AttorneyHow 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 management fees can also be part of the structure. Moschetti emphasizes that he can offer advice based on his extensive experience with...2022-01-1703 min
Syndication Law & The Private Placement Memorandum AttorneyWhat 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, the individual's taxable income should be greater than $200,000 for the past two years, and it's expected to continue in the present year...2022-01-1304 min
Syndication Law & The Private Placement Memorandum AttorneyShould 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 accredited, they can choose either rule, but if any are not accredited, Rule 506b must be used. Rule 506c is safer...2022-01-1004 min
Syndication Law & The Private Placement Memorandum AttorneyHow 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, internet, or social media, but it is advised to specify that the offering is for accredited investors only.Moschetti also mentions Regulation A, which is different...2022-01-0606 min
Syndication Law & The Private Placement Memorandum AttorneyHow 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 activities occur.In situations involving a fund that owns multiple entities, Moschetti recommends that the investment entity manages...2022-01-0304 min
Estate Planning &Your Legacy - FAQsHow Refinancing a Property Can Affect Your Estate PlanWill refinancing a property affect your estate plan? Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
The mortgage business is booming right now. Refinancing is taking a long time because lenders have been inundated with requests. My wife and I just finished ours and it took more than 5 months!
Historically low interest rates have created an almost frenzied environment with homeowners scrambling to refinance their home loans at these low interest rates...2020-12-3008 minEstate Planning &Your Legacy - FAQsYou’ve just inherited a Retirement Account. Now What?You’ve just inherited a Retirement Account. Now What? Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
For decades, common financial planning wisdom has encouraged almost all American workers to maximize their contributions to qualified retirement accounts.
Maximizing contributions to a retirement account can be a powerful way to reduce your current income tax liability, grow your savings exponentially tax-free, and, in most states, protect your savings from claims of creditors. And by...2020-12-2911 minEstate Planning &Your Legacy - FAQsA Tale of Two Celebrities: Chadwick Boseman and Eddie Van HalenThe death of an iconic figure can sometimes impact us deeply because it reminds us of our shared humanity. This is the Tale of Two Celebrities: Chadwick Boseman and Eddie Van Halen. Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
With a celebrity’s passing, we realize that death is an equalizer. It also reminds us of the importance of estate planning to protect a person's money and property. Estate planning is not reserved fo...2020-12-1610 minEstate Planning &Your Legacy - FAQsWhat is the recipe for a satisfying estate plan?What is the recipe for a satisfying estate plan? Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
Misconceptions about who needs an estate plan abound. Most people believe that estate planning is only for extremely wealthy business moguls or celebrities. But that could not be further from the truth. Estate planning is the process of making decisions about what happens to you, your money, and your property when you pass away or can no...2020-12-1509 minEstate Planning &Your Legacy - FAQsShould you have a will-based plan or a trust-based plan?Clients and I almost always have the discussion – should they have a will-based plan or a trust-based plan. The answer isn’t always a trust-based plan. Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
One of the many decisions you will need to make in planning your estate is whether to choose a will or a revocable living trust as the main tool for passing your property.
People who choose a revocable livi...2020-12-1003 minEstate Planning &Your Legacy - FAQsWhen is a Will-Based Plan the Better Choice?Clients sometimes come in thinking a trust is always the best choice. While many times that is true, it isn’t always true. Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
So, when is a Will-Based Plan the better choice? There are generally 4 types of situations.
First, when the costs of probate in your state are unlikely to exceed the costs of preparing and maintaining a revocable living trust.
Second, so...2020-12-0903 minEstate Planning &Your Legacy - FAQsIf probate is so bad, why do we have it?Today we are going to discuss one of the questions clients ask ALL the time: “If probate is so bad, why do we have it?” Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
Probate does have a purpose. Most importantly, Probate prevents fraud and protects the last wishes of the person who passed away. The probate court looks at the will and rules on if it is valid and authentic.
Probate also prot...2020-12-0403 minEstate Planning &Your Legacy - FAQsWhat is probate?Today we are going to discuss one of the questions clients ask ALL the time: “What is probate.” Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
Probate is the legal process for settling an estate after someone has died. During probate, the decedent’s personal representative locates the decedent’s assets, pays his or her debts, and distributes the remainder of the estate to the inheritors.
Hope this was helpful! 2020-12-0302 minEstate Planning &Your Legacy - FAQsThe sometimes touchy subject of conflicts of interest for couples in estate planningToday we are going to discuss the sometimes touchy subject of conflicts of interest for couples in estate planning. Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
Couples often make their estate plans together and it seems to make sense to have the same attorney advise them and prepare their documents. If this is your situation, you should be aware of the possibility that a conflict of interest could arise between you.
...2020-12-0205 minEstate Planning &Your Legacy - FAQsDisinheriting a childLet’s talk about disinheriting a child. Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
In this FAQ, we talk about disinheriting a child.
A will or a revocable living trust can contain provisions that disinherit a child or a spouse. A lot of times this comes up when a child has a substance abuse problem, or they're very, very irrational or just it wouldn't be appropriate to leave th...2020-12-0102 minEstate Planning &Your Legacy - FAQsHow do I disinherit a spouse?Let’s talk about disinheriting a spouse. Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
A will or trust can contain provisions that disinherit a child or a spouse. Although it may not always be possible to completely disinherit a spouse without that spouse's consent.
The specific rights vary, but typically, and in California, they allow the surviving spouse to claim a certain percentage of the deceased spouse's estate, despite what the wi...2020-11-3003 minEstate Planning &Your Legacy - FAQsExpressions of your wishes and explanations of your gifts that are contained within a will or a trustLet’s talk about expressions of your wishes and explanations of your gifts that are contained within a will or a trust. Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
You may decide as you're putting together a will or a trust to explain or indicate how you'd like to see a beneficiary use a gift. Those expressions are not actually binding on the beneficiary if the gift is given just outright.
Th...2020-11-2903 minEstate Planning &Your Legacy - FAQsWhat is a specific gift made in a will or a trust?What is a specific gift made in a will or a trust? Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients.
First, a definition - a bequest is a gift that's made through a will or a trust after someone dies.
Now, a specific bequest is a gift of a particular item that's described in a will or in a trust in a way that's clear that you intend the beneficiary to receive...2020-11-2806 minEstate Planning &Your Legacy - FAQsWhat is a life estate?What is a life estate? Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked questions he and his estate planning law firm gets from clients. In this FAQ, we talk about life estates.
Law students, grumble that they will never see one and don't know why they should learn all about such archaic things happening in the fictitious estate of Blackacre. But as an estate planner, we use life estates fairly regularly.
We use life estates to avoid taxes or...2020-11-2704 minEstate Planning &Your Legacy - FAQsCan the trustees sell their mom's home if she is suffering from dementia?Tilden Moschetti, Esq. of the Moschetti Law Group in Calabasas, CA (https://moschettilaw.com) answers some of the frequently asked question he and his estate planning law firm gets from clients.
In this FAQ, he answers a sister who's got a brother and another sister and their mother is currently living in the house, but is suffering from dementia. They're going to be moving her to an assisted living facility and they wanted to know if they can sell the house while she's still alive.
As asked, the answer is ‘probably’, but look to the powe...2020-11-0902 min