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. 18h ago

    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

  2. 4d ago

    The Call That Didn't Happen

    Notes: The Call That Didn't Happen Topic: Securities Enforcement, Disclosure & Preventable Legal Mistakes Opening premise: Nearly every securities enforcement matter the author worked on at the SEC had an earlier turning point—sometimes months or years before regulators became involved—when one phone call to qualified legal counsel might have changed the outcome. Key Talking Points: The missed phone call: Small decisions made without legal guidance can create substantial regulatory exposure.Material contracts: A CEO wasn't sure whether a new customer contract triggered an SEC Form 8-K disclosure obligation. Rather than asking counsel, the company didn't file.Fundraising and podcasts: An enthusiastic founder publicly discussed a capital raise without realizing that the offering's legal structure depended on restrictions concerning public solicitation.Unintentional violations: Securities problems can originate in uncertainty, poor communication, or a misunderstanding of regulatory obligations—not necessarily deliberate fraud.The critical moment: By the time regulators investigate, the opportunity for preventive legal advice may have passed.Organizational failure: Executives, founders, lawyers, and compliance personnel need clear procedures for escalating potentially material decisions.Important legal distinction: Not every material customer contract requires an 8-K filing, and not every public discussion of fundraising violates securities laws. The applicable requirements depend on the circumstances and offering structure. Core Message: The most consequential compliance failures often begin before anyone recognizes that a legal decision is being made. Takeaway: The expensive mistake wasn't necessarily the contract, the fundraising announcement, or the podcast appearance. It was proceeding without understanding the legal consequences. Central question: How many securities enforcement cases could have been prevented by one timely conversation?

  3. 5d ago

    Mergers & Acquisitions: From the First Conversation to the Final SEC Filing

    Mergers & Acquisitions: From the First Conversation to the Final SEC Filing Inside Securities Law with Frederick M. Lehrer A merger or acquisition is more than a business transaction. For a public company, every stage raises questions about material information, disclosure obligations, regulatory compliance, and investor protection. In this episode, securities attorney and former SEC enforcement attorney Frederick M. Lehrer walks through the M&A process from the perspective of a public company's disclosure responsibilities. From initial discussions and negotiations to definitive agreements, due diligence, shareholder communications, closing, and final SEC filings, the episode examines when information may become material, what must be disclosed, and how companies can avoid costly mistakes. The discussion addresses Form 8-K reporting, transaction-related disclosures, the timing of public announcements, and the importance of maintaining an accurate disclosure record throughout the transaction. The central question: What does a public company need to disclose, when must it disclose it, and what happens when it gets that judgment wrong? Host Bio Frederick M. Lehrer is a securities attorney and former enforcement attorney with the U.S. Securities and Exchange Commission, where he served for nine years in the Division of Enforcement. He also served as a Special Assistant United States Attorney. With more than 25 years in private practice, Lehrer advises public and private companies on securities compliance, mergers and acquisitions, SEC reporting, corporate finance, registration statements, and going-public transactions. His practice emphasizes accurate, defensible disclosures informed by his experience investigating securities violations and evaluating corporate conduct from a regulatory perspective. Frederick M. Lehrer, P.A. Links & Resources Frederick M. Lehrer — Securities Attorneyhttps://securitiesattorney1.com/ About Frederick M. Lehrerhttps://securitiesattorney1.com/about/ Inside Securities Law Podcasthttps://securitiesattorney1.com/podcast/ Corporate Law & Mergers and Acquisitionshttps://securitiesattorney1.com/services/corporate-law/ The Other Side of the Table — Bookhttps://securitiesattorney1.com/book/ Contact Fredflehrer@securitiesattorney1.com(561) 706-7646 Disclaimer This podcast is provided for general educational and informational purposes only and does not constitute legal advice. Listening does not establish an attorney-client relationship. Suggested YouTube Title:Mergers & Acquisitions: What Public Companies Must Disclose to the SEC | Frederick M. Lehrer

  4. Oct 6

    The Other Side of the Table — Full Audiobook | Frederick M. Lehrer

    The Other Side of the Table — Full Audiobook | Frederick M. Lehrer Before the SEC asks questions, a company has already created the record: its filings, press releases, investor presentations, financing agreements, and public statements. This episode of Inside Securities Law with Frederick M. Lehrer presents the complete audiobook of The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public. Frederick M. Lehrer explains how regulators examine that record—and what founders, executives, directors, and advisors should understand before raising capital, going public, or making their next disclosure. Beginning with “The Call That Didn’t Happen,” the book follows the decisions that can turn ordinary business activity into regulatory exposure. It examines how enforcement cases begin, how SEC staff reads filings, when optimism becomes a misstatement, and why consistency across investor communications matters. Topics include private offerings under Regulation D, general solicitation, financing and dilution, routes to public-company status, SEC reporting, and practical disclosure review. The central question throughout is whether the company’s record accurately reflects what management knew when each statement was made. About Frederick M. Lehrer Frederick M. Lehrer is a securities and corporate finance attorney with nine years of experience in the SEC’s Division of Enforcement. For three of those years, he also served as a Special Assistant United States Attorney in the Southern District of Florida, prosecuting securities-related financial crimes. In more than twenty-five years of private practice, he has advised issuers on capital raising, going-public transactions, registration statements, SEC reporting, and disclosure compliance. His work applies an enforcement perspective to the decisions companies make before regulatory scrutiny begins. Links Website: SecuritiesAttorney1.comBiography: About Frederick M. LehrerEpisodes and subscription options: Inside Securities Law with Frederick M. LehrerPublications: Media & PublicationsContact: flehrer@securitiesattorney1.com For general educational purposes. This audiobook does not provide legal advice or establish an attorney-client relationship.

  5. Oct 6

    The Call That Didn’t Happen | The Other Side of the Table — Introduction

    The Call That Didn’t Happen | The Other Side of the Table — Introduction Before a subpoena, an investigation, or a costly disclosure failure, there is often a question someone never asked. This opening installment introduces The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public, by Frederick M. Lehrer. “The Call That Didn’t Happen” explores how seemingly routine decisions can create lasting consequences: leaving a material development undisclosed, discussing a private offering publicly, signing financing terms without understanding the dilution, or paying a stock promoter without reviewing the message. Written for founders, executives, directors, in-house lawyers, and their advisors, the introduction establishes the book’s central perspective: learn to read your company’s disclosures the way a regulator would—before a regulator does. Author bio Frederick M. Lehrer is a securities and corporate finance attorney who spent nine years in the SEC’s Division of Enforcement. During three of those years, he also served as a Special Assistant United States Attorney in the Southern District of Florida. His more than twenty-five years in private practice include advising issuers on capital raising, going-public transactions, SEC reporting, and disclosure compliance. Links Website: SecuritiesAttorney1.comAuthor biography: About Frederick M. LehrerPodcast: Inside Securities Law with Frederick M. LehrerPublications: Media & PublicationsContact: flehrer@securitiesattorney1.comAbout Jason Jason T Wade, also known as Jason AI Wade, is an AI Visibility strategist, founder of BackTier, and host of the AI Visibility Podcast. His work focuses on AI Visibility, Generative Engine Optimization, Answer Engine Optimization, entity authority, and the infrastructure behind machine-generated recommendations. BackTier.com · JasonWade.comBio video

  6. Sep 18

    Regulation A-Plus: What the Mini-IPO Actually Costs You

    Regulation A-plus gets described as a mini-IPO. That is fair shorthand, and like most shorthand it leaves out the part that matters. Here is the structure. Regulation A has two tiers. Tier 1 permits up to twenty million dollars in a twelve-month period. Tier 2 permits up to seventy-five million. You register on Form 1-A, and unlike an S-1, you may test the waters — you can solicit indications of interest before you file, provided those materials are filed with the Commission. The advantages are real. Tier 2 preempts state Blue Sky registration for sales to qualified purchasers, which removes a substantial layer of cost. Financial statement requirements are lighter than an S-1. And the offering can be sold directly to retail investors. Now the part that gets left out. Form 1-A is qualified by the SEC staff. It is not automatic. The staff comments on it, and in my experience those comments land in the same places they land on an S-1: the business description, the use of proceeds, and the risk factors. Companies that treat Form 1-A as a lighter document tend to draw more comment rounds, not fewer. Tier 2 carries ongoing reporting. An annual report on Form 1-K, a semiannual report on Form 1-SA, and current reports on Form 1-U. That is lighter than the Exchange Act calendar, but it is not nothing, and a company that stops filing loses the exemption for future offerings. Tier 2 also caps what non-accredited investors may put in — generally ten percent of the greater of their annual income or net worth. If your offering depends on large retail checks, that cap constrains you. And Regulation A-plus does not create a trading market. Qualification lets you sell shares. It does not give you a ticker symbol. If you want your shares quoted, that is a separate process involving a market maker and a filing with FINRA. So who is Regulation A-plus actually right for? A company with a genuine retail following, a defined use of proceeds, and the ability to carry semiannual reporting. Consumer brands do well with it. Companies with a complicated capital structure and no natural audience generally do not. I handle Form 1-A drafting and the qualification process on a flat fee, because the scope of that work is definable in advance and the cost should be knowable before it begins. This is Inside Securities Law. I'm Frederick M. Lehrer. General information, not legal advice.

  7. Sep 16

    The Five Roads to Public Company Status

    There is no single way to become a public company. There are five, and choosing the wrong one costs a company a year and a great deal of money. The first is the traditional IPO on Form S-1. You register an offering with the SEC, an underwriter markets it, and shares are sold to the public. It is the slowest road and the most expensive, and for most companies it requires an underwriter willing to take the deal. The second is Form 10. Form 10 registers a class of securities, not an offering. You are not raising money. You are electing to become a reporting company, and sixty days after you file, the registration becomes effective whether or not the staff has finished commenting. Companies use this when they want reporting status first and a market later. The third is Regulation A-plus, sometimes called a mini-IPO. Tier 2 lets you raise up to seventy-five million dollars in a twelve-month period on Form 1-A. The disclosure obligation is real, but the ongoing reporting is lighter than the Exchange Act calendar. The fourth is a direct public offering. You register on Form S-1 and sell the shares yourself, without an underwriter. It costs less. It also means you are responsible for finding every investor. The fifth is a reverse merger. You merge into an existing public shell and inherit its reporting status. It is the fastest road and it carries the most inherited risk. I will spend a whole episode on that one. So how do you choose? Three questions. First: do you need capital now, or do you need public status now? If you need capital, you are looking at an S-1, Regulation A-plus, or a DPO. If you need status, Form 10 or a reverse merger. Second: are your financial statements audited and current? Every road requires audited financials. Stale audits are the single most common reason a going-public timeline slips. Third: how much ongoing reporting can you actually sustain? An S-1 that goes effective puts you into 10-K, 10-Q, and 8-K obligations permanently. Regulation A-plus Tier 2 requires semiannual reporting instead. That difference matters more to a small company than most founders expect at the outset. I spent nine years in the SEC's Division of Enforcement and three decades in private practice, and the pattern is consistent. The road gets chosen for speed. The reporting burden gets discovered afterward. Pick the road that matches the obligations you can carry. This is Inside Securities Law. I'm Frederick M. Lehrer. This episode is general information, not legal advice.

  8. Sep 11

    Reverse Mergers: Speed, and the Shell You Inherit

    A reverse merger is the fastest way to become a public company. The reason it is fast is that someone else already did the work. That is also the reason it is risky. The structure is simple. A private operating company merges into a public shell. The shell's shareholders end up with a minority position, the private company's owners end up with control, and the combined entity is a reporting company from day one. No S-1. No underwriter. No waiting for effectiveness. Then you file what practitioners call a Super 8-K, generally within four business days, containing essentially all the information a Form 10 would have required. Audited financials of the operating company. Full business description. Risk factors. Management. Related-party transactions. The disclosure obligation does not disappear. It moves. Here is what I tell every client considering this. You are not buying a corporate structure. You are buying a history. Every liability that shell ever incurred — every lawsuit, every unpaid tax, every undisclosed agreement, every stock issuance that may not have had a valid exemption — you are acquiring all of it. Shell diligence is the entire transaction. If the diligence is thin, the deal is a liability transfer with a ticker attached. Second, former shell status follows the company. Rule 144 is generally unavailable for securities of a company that was ever a shell, unless the company has ceased to be a shell, is current in its reporting, has filed the information a Form 10 would require, and twelve months have passed since that filing. In practical terms, your shareholders' stock is locked up longer than they expect, and they will be unhappy about it. Third, the shareholder base. Shells often carry a scattered group of holders left over from prior promotions. You have no relationship with those people and no control over what they do with their shares once a market appears. Fourth, the staff knows the pattern. Reverse mergers into dormant shells have been the vehicle for a great many pump-and-dump schemes. That does not make your transaction improper. It does mean your filing will be read closely. A reverse merger into a clean, well-documented, reporting shell, with real diligence and honest disclosure, is a legitimate and sensible transaction. I have handled them. The failures I have seen almost always trace back to diligence that got skipped because the seller was in a hurry. Be the party that is not in a hurry. This is Inside Securities Law. I'm Frederick M. Lehrer. General information, not legal advice.

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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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