RAETZER PLLCTAKE READINESS ASSESSMENTS

Private Capital & Securities Counsel

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.

TAKE THE CAPITAL RAISE ASSESSMENT EXPLORE THE GENERAL SOLICITATION OFFERING

Before the documents

What We Help Clients Decide

  1. 01How much should be raised?
  2. 02Which entity should issue the securities?
  3. 03Debt, common equity, preferred equity or another structure?
  4. 04Rule 506(b), Rule 506(c) or another pathway?
  5. 05Who are the intended investors?
  6. 06Will the offering be marketed publicly?
  7. 07Who will help locate investors and how will they be compensated?
  8. 08Is the company financially and operationally ready for investor diligence?

Execution support

Private Offering Legal Services

A coordinated legal record for the structure, disclosures, investor process and filings that make a raise executable.

  • 01Offering structure and exemption analysis
  • 02Private placement memorandums and disclosure packages
  • 03Subscription agreements
  • 04Investor questionnaires
  • 05Corporate approvals
  • 06Rule 506(b) and 506(c) compliance
  • 07Form D filings
  • 08Standard Blue Sky coordination
  • 09Finder and broker-dealer issue analysis
  • 10Offering communication review
  • 11Amendments and follow-on offerings

Defined scope / clear starting point

TRANSPARENT STARTING PRICES FOR DEFINED LEGAL WORK

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

  1. Company
  2. Investors

PRIVATE CAPITAL RAISE PACKAGES

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

PRIVATE OFFERING ESSENTIALS

Rule 506(b) — U.S. Investors Only

$14,500 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
View Scope and Assumptions

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.

TAKE THE CAPITAL RAISE ASSESSMENT

Package 2

MOST COMMON

GENERAL SOLICITATION OFFERING

Rule 506(c) — U.S. Accredited Investors Only

$19,500 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
View Scope and Assumptions

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.

TAKE THE CAPITAL RAISE ASSESSMENT

Package 3

U.S. AND INTERNATIONAL PRIVATE OFFERING

Rule 506(b) or Rule 506(c) + Regulation S

STARTING AT$29,500

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
View Scope and Assumptions

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.

TAKE THE CAPITAL RAISE ASSESSMENT

Next step

NOT SURE WHICH PACKAGE FITS?

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.

TAKE THE CAPITAL RAISE ASSESSMENT
Important Scope Notes

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.

Scope and Fee Protections

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 Does Not Eliminate Securities-Law Risk

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

Structure the raise around the investor strategy.

The exemption and the way an offering reaches investors need to work together.

Private offering structure diagramCompany flows into offering structure, which leads to investors through either Rule 506(b) or Rule 506(c).CompanyOffering StructureInvestors506(b): Relationship-BasedNo General Solicitation506(c): General SolicitationPermitted / Accredited Purchasers + Verification

The next decision

Is the business ready to raise?

Start with a structured screening of the business foundation, offering architecture, investor strategy and execution readiness.

Take the private capital raise readiness assessment

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

START WITH THE RIGHT ASSESSMENT

Before legal work begins, identify the transaction, urgency, complexity, decision authority, and principal readiness issues.

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