Inside Securities Law with Frederick M. Lehrer

Fred Lehrer
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The Enforcement Mind with Frederick M. Lehrer is a securities law podcast built around one core advantage: perspective from inside the system. Before entering private practice, Frederick M. Lehrer served as an enforcement attorney with the U.S. Securities and Exchange Commission and as a Special Assistant United States Attorney, investigating and prosecuting securities law violations. This show translates that experience into how the SEC actually reviews disclosures, identifies risk, and decides when scrutiny becomes action. Each episode focuses on how filings are evaluated in practice—not theory—covering S-1 registration statements, ongoing reporting obligations, comment letters, enforcement triggers, and disclosure strategy for public and pre-public companies. This is not general legal commentary. It is a direct look at how regulatory decisions are made, and how companies can align their disclosures to withstand them.

  1. 3d ago

    Foreign Private Issuer Status: The Two-Part Test That Determines U.S. Securities Reporting Obligations

    Foreign Private Issuer Status: The Two-Part Test That Determines U.S. Securities Reporting Obligations Inside Securities Law with Frederick M. Lehrer For companies organized outside the United States, foreign private issuer (FPI) status is one of the most important classifications under U.S. securities law. It determines which Securities and Exchange Commission (SEC) reporting requirements, disclosure obligations, and regulatory accommodations may apply. In this episode of Inside Securities Law, securities attorney and former SEC enforcement attorney Frederick M. Lehrer explains the two-part test used to determine whether a foreign company qualifies as a foreign private issuer. Incorporation outside the United States does not automatically guarantee FPI status. Under SEC rules, a foreign company generally loses eligibility when both of the following conditions are met: More than 50% of its outstanding voting securities are held of record, directly or indirectly, by U.S. residents.At least one additional U.S. business-contact condition applies: a majority of its executive officers or directors are U.S. citizens or residents, more than 50% of its assets are located in the United States, or its business is administered principally in the United States.Why Foreign Private Issuer Status Matters FPI classification can significantly affect a company's SEC reporting framework, including eligibility for Forms 20-F and 6-K, disclosure accommodations, and certain exemptions available to qualifying foreign issuers. The central distinction is between where a company is incorporated and the actual composition of its shareholders, management, assets, and business operations. Key Takeaway Foreign private issuer status is a regulatory classification, not simply a geographic designation. Companies operating across international borders must evaluate their eligibility under the SEC's specific ownership and business-contact requirements. About Frederick M. Lehrer Frederick M. Lehrer is a securities attorney and former enforcement attorney with the U.S. Securities and Exchange Commission. He served at the SEC from 1984 to 2000, including nine years as an enforcement attorney, and has practiced securities law privately since 2000. He advises U.S. and international companies on SEC compliance, securities offerings, registration statements, public company reporting, capital raising, corporate transactions, and going-public matters. He is the host of Inside Securities Law and author of The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public. Links & Resources Frederick M. Lehrer — Official Websitehttps://securitiesattorney1.com/ Inside Securities Law — Podcasthttps://fredlehrer.transistor.fm/ SEC — Information About Foreign Issuershttps://www.sec.gov/divisions/corpfin/internatl/foreign-private-issuers-overview.shtml This podcast provides general educational information about U.S. securities law and does not constitute legal advice. Topics: Foreign Private Issuer, FPI Status, U.S. Securities Law, SEC Reporting, International Securities Law, Form 20-F, Form 6-K, Foreign Companies, SEC Compliance, Frederick M. Lehrer.

  2. 6d ago

    Rule 144 Explained: When Can You Legally Sell Restricted Stock?

    Rule 144 Explained: When Can You Legally Sell Restricted Stock? Episode Show Notes Owning shares in a company doesn't necessarily mean you can sell them whenever you want. SEC Rule 144 establishes a legal safe harbor for publicly reselling certain restricted and control securities without registering the transaction under the Securities Act of 1933. But eligibility depends on more than how long you've owned the stock. In this episode, we break down Rule 144, how it works, who qualifies, and the compliance issues that can prevent shareholders from selling their securities. Whether you're a company founder, corporate executive, investor, or shareholder, understanding Rule 144 is essential when dealing with restricted stock, private placements, and securities transactions. What We Cover What is Rule 144? Understanding the SEC's resale safe harbor.Restricted vs. control securities: Why the distinction matters.Holding periods: The six-month and one-year requirements.Affiliates vs. non-affiliates: How ownership and control affect resale eligibility.Volume limitations: How much stock certain shareholders can sell.Form 144: When a notice of proposed sale must be filed with the SEC.Removing restrictive legends: The role of securities counsel, issuers, and transfer agents.Shell companies: Why current or former shell-company status can complicate Rule 144 eligibility.Common mistakes: Miscalculating holding periods, misunderstanding affiliate status, and assuming restricted securities automatically become freely tradable.Key Takeaway Rule 144 is not automatic permission to sell stock. It provides a defined legal pathway for qualifying transactions, but the applicable requirements depend on the securities, the issuing company, and the shareholder's relationship to that company. A six-month holding period does not necessarily mean unrestricted resale. Likewise, reaching the one-year mark does not eliminate every compliance requirement for every shareholder. Understanding these distinctions before attempting a sale can help prevent delays, rejected transfers, and potential securities-law violations. Resources SEC — Rule 144: Selling Restricted and Control SecuritiesSEC — Form 14417 CFR § 230.144 — Rule 144 Regulatory TextSEC — Securities Act Rules Compliance and Disclosure InterpretationsDisclaimer: This episode is provided for general educational purposes and does not constitute legal, investment, or financial advice. Securities transactions require an evaluation of the specific facts and applicable law by qualified professionals.

  3. Oct 30

    Restricted Shares, Rule 144, and Legal Opinion Letters: When Can You Sell Your Stock?

    Restricted Shares, Rule 144, and Legal Opinion Letters: When Can You Sell Your Stock? Guest: Frederick M. Lehrer, Securities AttorneyHost: Jason AI Wade | AI Visibility Podcast Owning shares in a company doesn't necessarily mean you can sell them. In this episode, securities attorney Frederick M. Lehrer explains the legal restrictions surrounding privately issued stock, how SEC Rule 144 affects resale eligibility, and why removing a restrictive legend often requires a formal legal opinion. We examine the practical challenges shareholders face when attempting to convert restricted securities into tradable shares, including holding periods, transfer agents, issuer approvals, and compliance requirements. Topics Covered Restricted vs. unrestricted shares: Why some stock cannot immediately be sold.SEC Rule 144: Holding periods, resale conditions, and exemptions from registration.Restrictive legends: What they mean and how they can be removed.Legal opinion letters: Why transfer agents require them and what securities attorneys must verify.Selling restricted stock: Options available to shareholders, insiders, and affiliates.Transfer agents and brokers: Their roles in processing legally permissible transactions.Common complications: Missing documentation, shell companies, reporting deficiencies, and disputed legend removals.About Frederick M. Lehrer Frederick M. Lehrer is a securities attorney, former SEC enforcement attorney, and former federal prosecutor with more than 25 years of securities-law experience. His practice includes securities compliance, corporate transactions, SEC reporting, and Rule 144 legal opinion letters. Resources Frederick M. Lehrer, P.A.https://securitiesattorney1.com Rule 144 Legal Opinions and Compliancehttps://securitiesattorney1.com/enforcement/rule-144-tradability-opinion-risk/ SEC — Rule 144: Selling Restricted and Control Securitieshttps://www.sec.gov/reports/rule-144-selling-restricted-control-securities Educational discussion only. Nothing in this episode constitutes individualized legal or investment advice.

  4. Oct 26

    Toxic Convertible Notes: How Death-Spiral Financing Destroys Shareholder Value

    Toxic Convertible Notes: How Death-Spiral Financing Destroys Shareholder Value Inside Securities Law with Frederick M. Lehrer Episode Show Notes For small public companies struggling to raise capital, a convertible note can look like a financial lifeline. But when the conversion price floats with the market, that lifeline can become a trap. In this episode of Inside Securities Law, former SEC enforcement attorney Frederick M. Lehrer explains variable-price convertible notes, commonly called toxic financing, and the dilution spiral that can devastate shareholders and threaten a company's survival. The mechanism is straightforward but potentially destructive. A company borrows money through a short-term note that allows the lender to convert the debt into common stock at a discount to the market price. As the stock price declines, the lender receives more shares for the same outstanding debt. Those additional shares increase dilution, and selling pressure can contribute to further price declines, triggering another round of conversions at even lower prices. What initially appeared to be an accessible source of working capital can become a cycle of expanding share counts, declining ownership percentages, and increasingly difficult financing conditions. Lehrer examines why companies accept these arrangements, how variable conversion formulas shift financial risk toward existing shareholders, and why directors and securities counsel must understand the potential consequences before committing to financing terms. The central issue is not simply whether a company can obtain capital, but what that capital will ultimately cost its shareholders. For executives, directors, investors, and advisers involved with smaller public companies, this episode explains why the details of a convertible note matter long before the first conversion occurs. About Frederick M. Lehrer Frederick M. Lehrer is a Florida-based securities attorney and founder of Frederick M. Lehrer, P.A. He served at the U.S. Securities and Exchange Commission from 1984 to 2000, including nine years as an enforcement attorney. Since 2000, he has represented companies in securities offerings, capital raising, SEC reporting, going-public transactions, and corporate governance. His practice emphasizes accurate disclosures, regulatory compliance, and practical securities counsel informed by his experience inside the SEC. Links and Resources Frederick M. Lehrer, P.A.: https://securitiesattorney1.com/Toxic Convertible Notes: How Death-Spiral Financing Destroys Shareholder Value: https://securitiesattorney1.com/blog/toxic-convertible-notes-death-spiral-financing-explained/The Other Side of the Table — Chapter 7, Toxic Financing: https://securitiesattorney1.com/book/toxic-financing-death-spiral/Inside Securities Law Podcast: https://fredlehrer.transistor.fm/SEC Investor Education — Convertible Securities: https://www.investor.gov/introduction-investing/investing-basics/glossary/convertible-securitiesThis podcast is provided for general educational purposes and does not constitute legal or investment advice.

  5. Oct 24

    The Other Side of the Table — Chapter 3: When Optimism Becomes a Misstatement | Frederick M. Lehrer

    In this episode of Inside Securities Law with Frederick M. Lehrer, Fred continues The Other Side of the Table with Chapter 3 of his book, examining the line between legitimate corporate optimism and a potentially misleading securities statement. Companies raising capital are expected to present their strengths, opportunities, and future prospects positively. The securities laws do not prohibit optimism. The problem begins when an opinion, expectation, or projection is presented as though it were an established fact—or when important facts are omitted that would materially change how investors understand the statement. Drawing on his experience at the Securities and Exchange Commission, Fred explains why issuers should pressure-test important statements before they are made. What facts support the statement? What assumptions does it depend on? What information would make the statement look different? And would the statement remain defensible if regulators, investors, or opposing counsel examined it later? Chapter 3 emphasizes a fundamental principle of securities disclosure: if a statement cannot survive those questions, it should be revised before publication. Once a statement enters the public record, it cannot be unsaid. Topics covered: Securities disclosure, material omissions, corporate communications, investor presentations, capital raising, forward-looking statements, misleading statements, and the distinction between permissible optimism and representations of fact.

  6. Oct 20

    Regulation FD Explained: What Public Companies Can Say Outside SEC Filings | Frederick M. Lehrer

    Regulation FD Explained: What Public Companies Can Say Outside SEC Filings | Frederick M. Lehrer Series: Inside Securities Law with Frederick M. Lehrer What happens when a public company shares important information with investors before the rest of the market knows? In this episode of Inside Securities Law, securities attorney and former SEC Enforcement attorney Frederick M. Lehrer examines Regulation FD (Fair Disclosure) and how it governs communications between public companies, investors, analysts, and the public. Corporate disclosure extends far beyond SEC filings. Press releases, earnings calls, investor conferences, private meetings, and social media can all raise securities law concerns. Regulation FD addresses selective disclosure of material nonpublic information, requiring public disclosure under specified circumstances when companies communicate with certain market participants. Fred discusses the practical implications for corporate executives, investor relations professionals, and legal teams, including the importance of identifying material information, coordinating public announcements, and understanding the difference between intentional and unintentional selective disclosure. Topics covered: What Regulation FD means and why it matters.How selective disclosure creates regulatory risk.Press releases, earnings calls, conferences, and social media.Material nonpublic information and investor communications.The distinction between intentional and unintentional disclosures.Why compliance requires more than reviewing SEC filings.Key takeaway: A company's disclosure obligations do not end when its SEC filing is submitted. What executives communicate outside formal filings can create additional regulatory exposure. About Frederick M. Lehrer Frederick M. Lehrer is a securities attorney, former SEC Enforcement attorney, and former Special Assistant United States Attorney. During his nine years at the U.S. Securities and Exchange Commission, Lehrer investigated securities law violations and gained firsthand experience with how regulators evaluate corporate disclosures, securities offerings, and market conduct. Today, he advises companies, executives, and market participants on securities compliance, SEC reporting, private placements, public offerings, and regulatory matters. He is the author of The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public and host of Inside Securities Law with Frederick M. Lehrer. Links and Resources Frederick M. Lehrer — Securities Attorneyhttps://securitiesattorney1.com/ The Other Side of the Table — Bookhttps://securitiesattorney1.com/book/ Audiobookhttps://securitiesattorney1.com/audiobook/ Inside Securities Law — Podcasthttps://fredlehrer.transistor.fm/ SEC Regulation FD — Official Rulehttps://www.ecfr.gov/current/title-17/chapter-II/part-243 U.S. Securities and Exchange Commissionhttps://www.sec.gov/ Contact Frederick M. Lehrerflehrer@securitiesattorney1.com(561) 706-7646 SEO Keywords Regulation FD, Fair Disclosure, SEC Regulation FD, selective disclosure, material nonpublic information, public company disclosure, investor relations compliance, securities attorney, Frederick M. Lehrer, SEC Enforcement, earnings calls, corporate communications, securities law podcast. Disclaimer This podcast is provided for general educational and informational purposes only and does not constitute legal advice. Listening to this podcast does not establish an attorney-client relationship.

  7. Oct 16

    The Other Side of the Table — Chapter 2: Reading a Filing the Way the Staff Reads It | Inside Securities Law with Frederick M. Lehrer

    The Other Side of the Table — Chapter 2: Reading a Filing the Way the Staff Reads It | Inside Securities Law with Frederick M. Lehrer NOTES A disclosure can be technically accurate and still create a serious problem. In Chapter 2 of The Other Side of the Table, Frederick M. Lehrer explains how SEC staff approach a filing and why the perspective of the reviewer matters. One of the most important principles is simple: framing a present fact as though it were merely a future possibility can create a misleading statement. When Fred reviews a client's disclosure today, he reads it the way he was trained to read during his nine years in SEC Enforcement — looking beyond individual sentences to the overall impression the filing creates. This chapter examines how regulators evaluate wording, context, omissions, qualifications, risk factors, and the difference between disclosing what might happen and acknowledging what has already happened. The lesson for issuers, executives, and securities professionals is straightforward: disclosure should not merely be defensible sentence by sentence. It must accurately communicate the company's present reality. ABOUT FREDERICK M. LEHRER Frederick M. Lehrer is a securities attorney and former SEC Enforcement attorney who spent nine years at the U.S. Securities and Exchange Commission. He also served as a Special Assistant United States Attorney. His practice focuses on securities law, public and private offerings, SEC reporting and disclosure, regulatory matters, corporate transactions, and helping companies understand how their decisions and filings may be viewed from the regulator's side of the table. He is the author of The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public and host of Inside Securities Law with Frederick M. Lehrer. LINKS & RESOURCES Frederick M. Lehrer:https://securitiesattorney1.com/ The Other Side of the Table:https://securitiesattorney1.com/book/ Audiobook:https://securitiesattorney1.com/audiobook/ About Frederick M. Lehrer:https://securitiesattorney1.com/about/ Inside Securities Law with Frederick M. Lehrer:https://fredlehrer.transistor.fm/ U.S. Securities and Exchange Commission:https://www.sec.gov/ Contact:flehrer@securitiesattorney1.com(561) 706-7646 DISCLAIMER This podcast provides general educational information only and does not constitute legal advice. Listening to this program does not create an attorney-client relationship.

  8. Oct 14

    The Other Side of the Table — Part One: How the Commission Reads, Chapter 1

    Before the Securities and Exchange Commission (SEC) applies a rule, its enforcement staff examines the record. What did a company disclose? What did its executives tell investors? What information was omitted? And how do those statements compare with SEC filings, financial records, emails, and other corporate communications? In this episode of Inside Securities Law with Frederick M. Lehrer, former SEC enforcement attorney Frederick M. Lehrer examines how securities enforcement investigations begin and why a company's own documents often become the foundation of an enforcement case. Drawing on nine years in the SEC's Division of Enforcement, Lehrer explains how investigators evaluate corporate disclosures, identify inconsistencies, examine omissions, and reconstruct the decisions that preceded a potential securities law violation. This episode introduces Part One, How the Commission Reads, and Chapter 1, How an Enforcement Case Begins, from Lehrer's book, The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public. Topics covered: How SEC enforcement investigations begin.Why corporate documents become central evidence.How investigators compare statements across multiple sources.The significance of misleading disclosures and material omissions.How inconsistencies create regulatory exposure.Why founders, executives, directors, and securities counsel should understand how the SEC evaluates information.The central lesson: An SEC enforcement investigation may begin long before a company knows it is under scrutiny. The documentary record a company creates today can become the evidence regulators examine years later. Understanding how the Commission reads is essential for companies raising capital, preparing to go public, or maintaining SEC reporting obligations. This episode is general educational information, not legal advice. ABOUT FREDERICK M. LEHRER Frederick M. Lehrer is a corporate and securities attorney, former SEC Division of Enforcement attorney, former Special Assistant United States Attorney, author, and host of Inside Securities Law with Frederick M. Lehrer. Lehrer spent nine years, from 1991 to 2000, as an enforcement attorney with the U.S. Securities and Exchange Commission. During three of those years, he also served as a Special Assistant United States Attorney in the Southern District of Florida. With more than 25 years in private practice, Lehrer advises domestic and international companies on U.S. securities law, SEC reporting and compliance, registration statements, private placements, corporate finance, and going-public transactions. He is the author of The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public. Through his book, podcast, and legal practice, Lehrer explains how securities regulators evaluate corporate disclosures, investigate potential violations, and assess the decisions companies make when raising capital and entering public markets. Frederick M. Lehrer, P.A. LINKS & RESOURCES Frederick M. Lehrer — Official Websitehttps://securitiesattorney1.com/ Inside Securities Law with Frederick M. Lehrer — Podcasthttps://fredlehrer.transistor.fm/ The Other Side of the Table — Bookhttps://securitiesattorney1.com/book/ The Other Side of the Table — Complete Audiobookhttps://securitiesattorney1.com/audiobook/ About Frederick M. Lehrerhttps://securitiesattorney1.com/about/ SEC — U.S. Securities and Exchange Commissionhttps://www.sec.gov/ KEYWORDS Frederick M. Lehrer, Frederick Lehrer, Inside Securities Law, The Other Side of the Table, SEC enforcement, SEC investigations, how SEC enforcement cases begin, former SEC enforcement attorney, securities enforcement investigation, securities fraud, SEC Division of Enforcement, corporate disclosures, SEC reporting requirements, securities regulation, corporate compliance, SEC filings, SEC investigation process, financial disclosures, securities attorney, corporate governance, SEC enforcement evidence, going public, securities law podcast, securities compliance, SEC disclosure violations. HASHTAGS #FrederickLehrer #InsideSecuritiesLaw #SEC #SECEnforcement #SecuritiesLaw #SECInvestigations #CorporateCompliance #SecuritiesRegulation #CorporateGovernance #FinancialRegulation #GoingPublic #TheOtherSideOfTheTable

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The Enforcement Mind with Frederick M. Lehrer is a securities law podcast built around one core advantage: perspective from inside the system. Before entering private practice, Frederick M. Lehrer served as an enforcement attorney with the U.S. Securities and Exchange Commission and as a Special Assistant United States Attorney, investigating and prosecuting securities law violations. This show translates that experience into how the SEC actually reviews disclosures, identifies risk, and decides when scrutiny becomes action. Each episode focuses on how filings are evaluated in practice—not theory—covering S-1 registration statements, ongoing reporting obligations, comment letters, enforcement triggers, and disclosure strategy for public and pre-public companies. This is not general legal commentary. It is a direct look at how regulatory decisions are made, and how companies can align their disclosures to withstand them.

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