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The Regulation D Disclosure Record episode artwork

Aug 3, 2026 5 min

The Regulation D Disclosure Record

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

Sponsors often read that if all their investors are accredited, the SEC doesn't strictly require a Private Placement Memorandum (PPM). But confusing an exemption from registration with an exemption from anti-fraud rules can create unnecessary liabilities. In this field note, syndication attorney Tilden Moschetti breaks down the true purpose of the PPM in a Regulation D offering. Through a practical whiteboard example of a debt fund, learn why relying on just a pitch deck and a subscription agreement leaves you exposed, and how the PPM acts as your crucial disclosure record when deals face unexpected challenges. Also see: Reg D Securities Laws and Syndication — https://www.moschettilaw.com/syndication-securities-laws-and-regulation-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/KZgR_LiV-34

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Sponsors often assume a Private Placement Memorandum (PPM) isn't necessary when raising funds solely from accredited investors. In this field note, syndication attorney Tilden Moschetti explains why skipping the PPM exposes sponsors to anti-fraud risks under Regulation D.

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The Regulation D Disclosure Record

0:00 5:48

Chapters

  1. 0:19 Regulation D and PPM Basics
  2. 2:13 Why the PPM Matters
  3. 2:42 Debt Fund Risk Example
  4. 4:34 Takeaway: Build the Record

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This episode is 5 minutes long.

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This episode was published on August 3, 2026.

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