Private Capital & Securities Counsel
Raising private capital is a securities transaction—not simply a fundraising campaign.
RAETZER advises businesses and sponsors on the legal architecture and execution of private offerings, including Regulation D offerings under Rule 506(b) and Rule 506(c), offering documentation, investor subscription procedures, Form D filings, state notice requirements and related corporate matters.
Our focus is helping issuers approach the market with a transaction that has been structured deliberately before investors are asked to commit capital.
Before the documents
01 How much should be raised?
02 Which entity should issue the securities?
03 Debt, common equity, preferred equity or another structure?
04 Rule 506(b), Rule 506(c) or another pathway?
05 Who are the intended investors?
06 Will the offering be marketed publicly?
07 Who will help locate investors and how will they be compensated?
08 Is the company financially and operationally ready for investor diligence?
Execution support
A coordinated legal record for the structure, disclosures, investor process and filings that make a raise executable.
01 Offering structure and exemption analysis
02 Private placement memorandums and disclosure packages
03 Subscription agreements
04 Investor questionnaires
05 Corporate approvals
06 Rule 506(b) and 506(c) compliance
07 Form D filings
08 Standard Blue Sky coordination
09 Finder and broker-dealer issue analysis
10 Offering communication review
11 Amendments and follow-on offerings
Defined scope / clear starting point
RAETZER offers defined fixed-fee packages for qualifying private-capital, M&A, joint-venture, and corporate-infrastructure matters. The packages are designed to give prospective clients an informed starting point before an attorney reviews the specific transaction.
Final package eligibility, scope, and fee are confirmed only after completion of the applicable readiness assessment, conflicts review, jurisdictional review, attorney consultation, and execution of a written engagement agreement.
Transaction map
Company → Investors
A private offering is a securities transaction, not merely a document project. These packages cover defined legal work for qualifying offerings. RAETZER does not guarantee that capital will be raised and does not provide investor introductions or placement-agent services through these packages.
Indicative fixed-fee packages for qualifying matters. Final eligibility, scope, and fee are confirmed after the applicable readiness assessment, conflicts review, and an initial attorney consultation.
All engagements remain subject to conflicts review, attorney review, scope confirmation, and a written engagement agreement. Government fees, third-party costs, local counsel, tax advisers, accountants, filing fees, and specialty counsel are not included unless expressly stated.
Package 1
Rule 506(b) — U.S. Investors Only
FLAT LEGAL FEE For qualifying standard-scope matters.
Best for
a qualifying U.S. company privately raising capital from existing business and investor relationships without public advertising or general solicitation.
Principal inclusions
Offering-structure and Rule 506(b) analysis
One U.S. issuer and one class or series of securities
Private Placement Memorandum or agreed disclosure memorandum
Subscription agreement and accredited-investor questionnaire
Standard issuer approvals and one initial closing
Form D and coordination of up to five standard state notice filings
Assumptions: one U.S. issuer; one offering; one class/series; U.S. accredited investors only; no general solicitation/public advertising; no non-accredited investors; no pooled fund or complex waterfall; no prior offering remediation; no success-based finder/unregistered intermediary issue; one initial closing; up to two consolidated revision rounds; up to five standard state notice filings with government fees separate; complete reasonably organized company/ownership/financial/business information.
Exclusions: investor introductions, accounting, financial-statement preparation, tax, foreign-law, broker-dealer services, Investment Company/Investment Adviser analysis, CFTC matters, litigation, and prior-securities remediation.
Package 2
most common
Rule 506(c) — U.S. Accredited Investors Only
FLAT LEGAL FEE For qualifying standard-scope matters.
Best for
a qualifying U.S. issuer that intends to promote a private offering through LinkedIn, YouTube, webinars, email, advertising, or a publicly accessible landing page.
Principal inclusions
Everything included in Private Offering Essentials
Rule 506(c) and verification-process analysis
Review of one pitch deck up to 25 pages
Review of one offering landing page
Review of up to 10 proposed social-media posts
Review of one standard offering email or webinar invitation
Legal review of substantially complete solicitation materials only, not creation/design/writing/management/
distribution.
One initial legal review and one consolidated revision review of the listed materials.
Materially revised campaigns, additional ads/pages/decks/video scripts/webinars/influencer arrangements/continuing review require supplemental scope.
No guarantee any investor is accredited or any verification method suffices in every circumstance.
Package 3
Rule 506(b) or Rule 506(c) + Regulation S
Final fee confirmed after attorney review.
Best for
a qualifying U.S. issuer with one class, U.S. accredited investors, and a limited eligible non-U.S. offshore offering.
Principal inclusions
Coordinated Rule 506 and Regulation S structure
Integrated U.S. and offshore disclosure package
U.S. and non-U.S. subscription provisions
Regulation S representations, legends, transfer restrictions
Review of proposed offshore solicitation
Coordination with foreign counsel where local-law advice is required
Assumptions and limitations: one U.S. issuer, one class/series, one integrated offering, U.S. sales under 506(b)/(c), qualifying offshore Regulation S sales, and no more than two foreign jurisdictions for issue identification/coordination.
No foreign issuer/feeder/blocker/parallel fund/offshore vehicle, no foreign opinion or filing by RAETZER, no material foreign tax structuring; foreign counsel/tax advisers/translators/local agents/filing costs separate.
Funds, offshore vehicles, multiple classes, substantial foreign-law work, digital assets, non-accredited investors, Investment Company/Investment Adviser issues, CFTC matters, and other complex structures require custom scope and may exceed the starting price.
Next step
Complete the applicable RAETZER readiness assessment. Your responses will help identify the likely scope, urgency, complexity, decision authority, and appropriate next step before you speak with an attorney.
The prices shown are indicative fixed fees or starting prices for qualifying matters. Final eligibility, scope, staffing, and fee are confirmed only after the applicable readiness assessment, conflicts review, jurisdictional review, attorney consultation, and execution of a written engagement agreement.
Each fixed fee is based on the parties, entities, documents, transaction structure, revision rounds, closing assumptions, and other limitations stated in the engagement agreement. A material change in the matter may require a supplemental fixed fee or an approved hourly scope.
Additional parties, entities, targets, bidders, investors, security classes, or closings
Material changes to economics or structure
Extraordinary diligence or negotiation
Repeated re-trading of agreed terms
Substantial corporate cleanup or missing records
Compressed or expedited deadlines
Specialty tax, regulatory, employment, benefits, real-estate, environmental, antitrust, litigation, or foreign-law issues
Restarting a transaction after termination or material delay
Government filing fees, state notice fees, foreign or local counsel, accountants, tax advisers, investment bankers, business brokers, lenders, appraisers, valuation providers, data-room providers, expert consultants, translators, and other third-party costs are not included unless expressly stated.
Legal fees are earned according to the milestones stated in the engagement agreement and are not contingent upon raising capital, obtaining financing, signing a transaction, or completing a closing.
RAETZER does not guarantee capital, financing, investors, acquisition targets, buyers, sellers, valuation, transaction approval, or closing.
RAETZER does not act as a broker-dealer, placement agent, investment banker, business broker, lender, accountant, tax adviser, valuation provider, or foreign-law adviser unless a separate written agreement expressly states otherwise.
Non-contractual note: Formal engagement letters govern and summarize these principles: one transaction/project; defined entities/parties/documents; ordinary negotiation only with material restructuring supplemental; defined revision rounds; exclusions for litigation/tax/accounting/valuation/regulatory/real-estate/environmental/benefits/foreign law unless included; third-party/government fees separate; delay/term changes permit supplemental fee; additional closings/investors/targets/bidders/entities/documents separately priced; fees earned by milestones and not contingent; additional work only after written approval of supplemental fixed fee/hourly scope. Formal engagement letters govern.
Pricing and package descriptions are provided for general informational purposes and do not constitute an offer to provide legal services. No attorney-client relationship is created through the website or an assessment submission. Representation begins only after conflicts review and execution of a written engagement agreement.
A transaction process, not a shortcut
Regulation D provides exemptions from SEC registration when its requirements are satisfied. It does not eliminate the federal antifraud rules, and state notice requirements may continue to apply. Offering structure, disclosure and communications should therefore be addressed as parts of a single transaction process.
Two common pathways
The exemption and the way an offering reaches investors need to work together.
No General Solicitation
Permitted / Accredited Purchasers + Verification
The next decision
Start with a structured screening of the business foundation, offering architecture, investor strategy and execution readiness.
This page is for general educational and informational purposes only. It is not legal advice and does not create an attorney-client relationship. Representation begins only after conflicts review and execution of a written engagement agreement.
A considered first step
Before legal work begins, identify the transaction, urgency, complexity, decision authority, and principal readiness issues.

RAETZER PLLC
Sophisticated counsel for the decisions that move a business forward — from first formation through its next chapter.
Offices
224 W 35th St, Suite 500 #2320
New York, NY 10001
1910 Pacific Ave, Suite 2000 #1625
Dallas, TX 75201
Contact
(726) 243-4308
[email protected]
https://www.raetzerlaw.com/
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