SEC ATTORNEY Referral for Reg D 506 P.P.M. [Maryland/Washington DC area]

7 Replies

Can anyone recommend a good SEC attorney in the Maryland/DC/Northern Virginia area, who has experience drafting Reg D 506 real estate private placement memoranda, preferably for pooling investor funds?



Thanks, Curt:

We are in fact researching whether to go with a local firm, as our MFH mentors recommended, or with the national firm of Trowbridge, Taylor & Sidoti, as we have their 2nd & new 3rd edition materials on syndication.


Memorable name!

@Earlene G. - I noticed that the 3rd edition is half the amount of pages as the 2nd edition. Is that correct? I noticed the price is a lot cheaper for the 3rd edition as well. Are there major differences between the two editions? Thanks in advance!

Thanks Bryan!

@ Johnson H.

3rd Edition is less than half the length, and price, of 2nd Edition, and includes recent changes in laws allowing sponsors to advertise for more investors. However, 3rd Edition does not include sample PPMs, which were in 2nd Edition:

2nd Edition

Regular page numbers stop around 235; but the best sections, at least for me, the sample PPMs and exhibits, which were not numbered consecutively, continue on for nearly another 200 pages I’d guess, so ~ 400 pages total.   It of course does not include recent changes in SEC law, occurring after publication.

3rd Edition

193 Pages.  Its summary suggests reviewing PPMs samples of other syndicators or sponsors or attorneys.

The 2nd Edition included the sample PPMs. I assume the intent in shorter 3rd Edition is that one asks Attorney Trowbridge’s firm for the sample PPMs, so it seems more structured to educate future clients, so that they have a proper understanding of syndication, and especially added legal liabilities or duties a syndicator has to one’s investors.

Not having a law or commercial real estate background, coming from a realtor background working solely with SFH investors [not retail end users], it was beneficial to me to have summarized the 2nd Edition first, and have sample PPMs included to peruse and dissect.

I had funded many SFH investments via my Individual 401k's accounts, and Roth & Traditional IRA accounts, but as Attorney Trowbridge points out in 3rd Edition summary, the individual investor documentation, vs. PPM syndication documentations were "...a whole new business..."   and beyond my usual SFH real estate attorney’s  transactional experience (and bless his heart for admitting it!).

Hope that helps.


@Earlene G. - Thanks for summarizing the differences for me! I continue to collect sample PPM's but I am not sure if I have any from Trowbridge. It sounds like I may need to buy both books in the future. 

@Johnson H.

If you've been collecting PPMs, the 3rd Edition is likely all you would need.

I had never reviewed a PPM before when I commenced my research.  After you've analyzed a few PPMs, I'm sure you've gleaned, as I now have, the common structural elements, and the latitude syndicators have in fulfilling what must be disclosed, etc.

Since I started asking the leadership at my local REIA's, CPA's, fellow investors, etc. , it turns out there are a number of investors and mortgage brokers who've gone through the process successfully in my local DC/MD metro area, with whom I've been put in contact.

It's been amazing how helpful contacts are being, by just letting them know I'm moving up to the commercial syndication level of investing (as well as continuing buy and hold SFH, as a tool to build trust with private lenders, who might then feel more comfortable moving up to commercial).

Best of luck.