Reg D Attorney
Rule 506 Offerings, Quoted as a Flat Fee

Regulation D is how most private companies raise money without registering with the SEC. It is also one of the most commonly mishandled exemptions: the wrong rule for the marketing plan, a PPM that does not match the pitch, or a Form D filed late or not at all. Each mistake is fixable early and expensive late.

Frederick M. Lehrer structures and documents Reg D offerings end to end. As an attorney in the SEC's Division of Enforcement from 1991 to 2000, he read offering documents the way regulators and plaintiffs read them. Reg D engagements are quoted as a flat fee before work begins, so you know the cost before you commit.

What a Reg D Engagement Covers

Choosing the rule: Rule 504 for smaller raises, Rule 506(b) for private raises without advertising, Rule 506(c) when you want to advertise publicly. The choice is driven by how you will actually find investors, not by which rule sounds easiest.

The documents: a private placement memorandum with risk factors specific to your company, a subscription agreement, an investor questionnaire, and — for 506(c) — an accredited investor verification procedure that will hold up if anyone asks later.

The filings: Form D with the SEC within 15 days of the first sale, and the state notice filings (blue sky filings) in every state where your investors live. Missed deadlines here are the single most common Reg D problem Fred is asked to fix.

Rule 506(b) vs. Rule 506(c): The Decision That Shapes Everything

Rule 506(b) prohibits general solicitation — no public advertising, no open demo days pitching the raise, no posts telling strangers to invest. In exchange, it allows up to 35 non-accredited but sophisticated investors, though including them substantially increases the disclosure burden.

Rule 506(c) allows you to advertise the raise anywhere, but every purchaser must be an accredited investor and you must take reasonable steps to verify it — reviewing tax returns, brokerage statements, or obtaining professional confirmations. Self-certification is not enough.

Companies routinely plan a public marketing campaign while relying on 506(b). That mismatch can destroy the exemption for the entire offering. Fred asks about the marketing plan first, because it decides the rule.

Where Reg D Offerings Fail

Integration: treating two raises as separate when the SEC would view them as one offering, collapsing both exemptions. Bad actor disqualification: Rule 506(d) bars the exemption if certain covered people have disqualifying events, and companies often skip the diligence.

Disclosure drift: the PPM says one thing, the pitch deck says another, and the founder's calls with investors say a third. When an offering is challenged, all three are exhibits. And general solicitation creep: a 'networking' event that is really an investor pitch can turn a 506(b) raise into a violation.

• Attorney, SEC Division of Enforcement, 1991–2000
• Rule 506(b) and 506(c) offering structuring and documentation
• Private placement memoranda, subscription agreements, and investor questionnaires
• Accredited investor verification procedures for 506(c)
• Form D and state blue sky notice filings
• Rescission offers and cleanup when a prior raise went wrong

Matters are described generally and without client-identifying detail. Prior results do not guarantee a similar outcome. A full list of representative matters is available on the case list.

Reg D offering packages are quoted as a single flat fee before work begins. Larger document projects sit outside the monthly retainer but are still flat-fee — you approve the number before Fred starts. The next step is a confidential conversation with Frederick M. Lehrer about your facts and timeline — no forms, no intake queue.