It is critical to understand the difference between a security and a joint venture, particularly in the context of a project. A security, as defined by the SEC vs Howey case, is an offering or a collection of money with the aim of generating more funds and relying on a third person’s services to do so. This is typical in real estate syndications, where investors adopt a passive role while the organizer manages the assets and makes executive decisions. On the contrary, a joint venture involves partners actively participating in a project, each contributing a specific skill set. Unlike a security, it is not reliant on a third person’s efforts to generate profit. The type of project determines whether it falls under security laws or local laws. Securities must be registered with the SEC or qualify for an exemption, like Regulation D. Joint ventures, however, require a joint venture agreement, usually governed by local laws, to outline roles and responsibilities.

Read more about Reg D Rule 506b - Rule 506b of Reg D: Non-Accredited Investors & No Solicitation: https://www.moschettilaw.com/rule-506b-of-reg-d/

Read more about Reg D Rule 506c - Rule 506c of Reg D – Solicitation & No Non-Accredited Investors: https://www.moschettilaw.com/rule-506c-of-reg-d/

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Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, as well as private equity firms. Our attorney, Tilden Moschetti, is determined to keep the firm’s ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory churning out private placement memorandums or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.) As for the client experience, we give real-time answers with Tilden Moschetti without making you book an official appointment or get passed along to associates or paralegals. We’ll work with your ambitions and overall vision to help you close the current deal and fill in that ‘missing’ piece – whatever you need – to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).

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