PRIVATE CAPITAL • M&A • CORPORATE COUNSEL
Wall Street Deal Experience for Businesses Raising Capital, Buying Companies and Building for Growth.
RAETZER PLLC advises established businesses, founders, sponsors and investors on private securities offerings, mergers and acquisitions, and complex corporate transactions.
Led by a corporate and securities lawyer with more than 20 years of transactional experience, we bring institutional deal discipline to businesses that want sophisticated counsel without building an in-house legal department.
New York and Texas licensed attorneys. Remote representation and transactional support subject to applicable jurisdictional requirements.
Joseph J. Raetzer, MBA, JD —
Transaction Counsel
Senior legal judgment for consequential business decisions.
20+ YEARS
Corporate, M&A and securities experience
WALL STREET BACKGROUND
Big Law experience in corporate transactions and structured finance
TRANSACTION-FOCUSED
Private capital, acquisitions, dispositions and corporate matters
NEW YORK + TEXAS
Business counsel with remote-first service
Private capital strategy
Planning to Raise Private Capital?
A private offering should not begin with a document. It should begin with a transaction strategy.
Before approaching investors, an issuer needs to make deliberate decisions about the amount being raised, the issuing entity, the security and economics, the applicable securities exemption, the intended investors, marketing and solicitation, intermediary compensation, financial readiness and the offering timeline.
RAETZER helps businesses structure and execute private offerings with the same transaction discipline expected in institutional capital markets.
Not sure whether you're ready to begin?
The Private Capital Raise Readiness Assessment evaluates your business foundation, offering architecture, investor strategy and execution readiness before you invest in a full offering process.
The assessment is for educational and screening purposes only and does not provide legal advice or create an attorney-client relationship. Please do not submit confidential information.
Readiness before momentum
Readiness Assessments for Critical Business Transactions
Each assessment helps established businesses identify structural, legal, and execution issues before beginning a major transaction or corporate initiative.
01 / Primary assessment
Private Capital Raise Readiness Assessment
Evaluate your business foundation, offering architecture, investor strategy and execution readiness before you invest in a full offering process.
02 / Readiness assessment
M&A Buy-Side Readiness Assessment
Pressure-test the acquisition thesis, target fit, financing, diligence, structure, integration plan and decision authority before pursuing a deal.
03 / Readiness assessment
M&A Sell-Side Readiness Assessment
Clarify owner objectives, business readiness, diligence materials, deal structure, buyer process and transition planning before going to market.
04 / Readiness assessment
Joint Venture Readiness Assessment
Surface the strategic, governance, economic and risk-allocation decisions that should be resolved before partners launch a shared venture.
05 / Readiness assessment
General Corporate Infrastructure Readiness Assessment
Identify structural and operational legal gaps that could slow growth, financing, a transaction or another major corporate initiative.
06 / Readiness assessment
Business Separation Readiness Assessment
Evaluate ownership, economics, governance, transition terms and urgency before a founder, partner, shareholder or member separation.
07 / Readiness assessment\
Negotiated Business Resolution Assessment
Evaluate dispute posture, documentation, economics, settlement structure, authority and urgency before pursuing a negotiated business resolution.
Assessments are provided for educational, informational and screening purposes only. They are not legal advice and do not create an attorney-client relationship. Please do not submit confidential or privileged information.
Core practice areas
Counsel for the Transactions That Change a Business
The most important legal needs of an established business tend to occur at inflection points: raising capital, buying or selling a company, restructuring ownership, entering major contracts, or preparing for the next stage of growth.
01 / Private Capital
Private Capital & Securities
Structure and execute private offerings with careful exemption analysis, investor materials, subscription mechanics and issuer approvals.
02 / M&A
Mergers & Acquisitions
Navigate buying, selling and combining businesses with disciplined diligence, negotiation, documentation and closing support.
03 / Corporate Counsel
Corporate Counsel
Keep contracts, governance and day-to-day legal decisions aligned with the business you are building and the deals ahead.
SPECIAL SITUATIONS
OWNERSHIP CHANGES AND BUSINESS DISPUTES
Not every important business transaction begins with growth. Owners may need to separate. A company may need to buy out a founder, resolve a deadlock, unwind a commercial relationship, restructure payment obligations, divide intellectual property or customer relationships, or settle a dispute before it becomes prolonged litigation. RAETZER helps business owners and companies negotiate, structure, document, and close practical business resolutions.
Special situation / ownership
BUSINESS DIVORCE & OWNER SEPARATION
When co-founders, shareholders, LLC members, partners, or owner groups need to separate, the legal structure should address ownership, valuation, payment, control, intellectual property, customers, employees, obligations, transition, and release of claims.
Special situation / commercial disputes
NEGOTIATED BUSINESS RESOLUTIONS
Resolve contract, payment, performance, termination, transition, and other commercial disputes through a documented negotiated process designed to avoid or limit the cost and disruption of litigation.
RAETZER represents one party to a business separation or dispute. The firm does not represent both adverse parties and does not act as a neutral mediator through these service packages.
A clear boundary
Legal Counsel for the Raise. Not an Investor Introduction Service.
RAETZER provides legal counsel for the structure, documentation and execution of a private capital raise. We do not find investors, broker securities, market offerings or promise access to a particular investor network. That distinction helps keep the engagement focused and helps qualifying businesses understand exactly what legal counsel can — and cannot — do.
If you already have relationships, a defined investor strategy or a credible plan to reach prospective investors, we can help you prepare the legal architecture for the conversation.
The engagement
How a Private Capital Engagement Works
01
Assess
Clarify the business, target, timeline, investor strategy and readiness questions.
02
Structure
Choose the issuing entity, security, economics and exemption architecture.
03
Document
Build the offering materials and subscription process around the deal.
04
Prepare
Coordinate approvals, diligence responses, execution details and filing readiness.
05
Launch
Move into the offering process with a clear legal record and defined next steps.
Joseph J. Raetzer, MBA, JD
Counsel with a practical point of view.
Why Joe / Why RAETZER
Institutional Transaction Experience. Entrepreneurial Perspective.
Joseph J. Raetzer, MBA, JD began his transactional career at Thacher Proffitt & Wood in 2004, working on structured finance and corporate transactions before being recruited to Clifford Chance for M&A.
His work has included public and private companies, financial institutions and investment funds, across middle-market and cross-border transactions.
RAETZER was built to bring that experience to established businesses in a practical way: senior judgment, direct communication and counsel calibrated to the realities of running a company.
A longer view
One Transaction Can Be the Beginning of a Longer Relationship
Businesses rarely experience capital, contracts, governance and transactions as separate lanes. Each decision changes what comes next. RAETZER stays close to the business so the legal work can compound into better decisions over time.
Raise Capital →
Operate & Govern →
Acquire →
Raise Again →
Strategic Transactions →
Exit
Private Capital
Plan, structure and execute private offerings with a legal process that respects the business objective and investor strategy.
Corporate Counsel
Keep governance, commercial contracts and day-to-day decisions ready for the next stage of growth.
M&A
Buy, sell or combine companies with counsel that carries context from first conversation through closing.
From the desk
Private Capital & Deal Insights
Securities exemption
Rule 506(b) vs. Rule 506(c)
How the two private offering pathways differ in general solicitation, investor eligibility and execution strategy.
Offering documentation
Do You Actually Need a Private Placement Memorandum?
The practical question is not whether a PPM is a universal requirement, but whether the offering record fits the transaction and risk.
Intermediary compensation
Can You Pay a Finder a Percentage of the Capital Raised?
Why finder-fee questions require careful attention to broker-dealer rules, activity and the structure of the relationship.
The next decision
Considering a Private Capital Raise?
Start with a structured view of your business foundation, offering architecture, investor strategy and execution readiness.
Buying or selling a company? Need ongoing corporate counsel?
RAETZER PLLC is a New York and Texas licensed business law firm focused on private capital and securities transactions, mergers and acquisitions, commercial transactions and ongoing corporate counsel for established businesses, sponsors, investors and entrepreneurs.
A considered first step
START WITH THE RIGHT ASSESSMENT
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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