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Structuring Reg D for Operating Companies and Debt Funds episode artwork

Aug 4, 2026 7 min

Structuring Reg D for Operating Companies and Debt Funds

from Syndication Attorney Field Notes with Tilden Moschetti Hosted by Tilden Moschetti

Structuring Regulation D capital raises for operating companies and debt funds requires more than just a compelling pitch deck and a handshake. In this field note, we explore the core tension between selling the vision of a business and legally protecting the founders behind it. Tilden Moschetti explains how anti-fraud rules still apply even when a formal Private Placement Memorandum isn't strictly required by the SEC. We also discuss how proper legal structuring ensures founders retain the operational flexibility they need to run their business without requiring constant investor approval. Also see: Regulation D Business Capital Overview: What You Need to Know — https://www.moschettilaw.com/regulation-d-business-capital-overview-what-you-need-to-know/ 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/hQe_wcZ--Z8

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Tilden Moschetti breaks down how operating companies and debt funds use Regulation D to raise private capital, why relying solely on a pitch deck can create liability, and how to maintain operational control.

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Structuring Reg D for Operating Companies and Debt Funds

0:00 7:15

Chapters

  1. 0:20 Private Capital Basics
  2. 1:27 Pitch Decks Aren’t Enough
  3. 3:04 PPMs and Liability
  4. 4:52 Documents That Protect Control
  5. 6:17 Structure Before Raising

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This episode is 7 minutes long.

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This episode was published on August 4, 2026.

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