242: LP Safety 101: Mauricio Rauld on SEC Compliance for LPs

October 14, 2025

Host Chris Lopez and Paul Shannon talks with securities attorney Mauricio Rauld about the compliance landmines that trip up syndicators and how LPs can protect themselves. Mauricio shares why he exited his law firm to focus on education and “in-between” guidance (before the PPM), what an SEC lawyer actually does, and the real differences between 506(b) and 506(c). They cover LP recourse (rescission), how to diligence sponsors and structures (co-GPs, capital raisers, funds-of-funds), why “investment clubs” aren’t a loophole, and where regulations may head next (accreditation changes, a possible finder’s rule).

Key Takeaways:

Compliance isn’t “just a PPM”: most mistakes happen pre-attorney (emails, websites, social posts)
506(b) vs 506(c): advertising and accreditation verification are the two big pivots
LP protection: if securities laws are violated, rescission can force capital + interest returned
Capital raising rules: no transaction-based comp, substantial duties, and primary role ≠ fundraising
Trends to watch: FoF adviser/Investment Company Act issues, “investment club” myths, broader accredited paths and a potential finder rule

Disclaimer

The content of this podcast is for informational purposes only. All host and participant opinions are their own. Investment in any asset, real estate included, involves risk, so use your best judgment and consult with qualified advisors before investing. You should only risk capital you can afford to lose. Remember that past performance is not indicative of future results. This podcast may contain paid advertisements or other promotional materials for real estate investment advisers, investment funds, and investment opportunities, which should not be interpreted as a recommendation, endorsement, or testimonial by PassivePockets, LLC or any of its affiliates. Viewers must conduct their own due diligence and consider their own financial situations before engaging with any of the advertised offerings, products, or services. PassivePockets, LLC disclaims all liability for direct, indirect, consequential, or other damages arising out of reliance on information and advertisements presented in this podcast.

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