Inside Securities Law with 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...

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 st...

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...

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:

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...

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 befo...

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 un...

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 re...

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...

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...

Becoming a reporting company and having a stock that trades are two different things. Companies conflate them constantly.

SEC registration makes you a reporting company. It does not create a market. No investor can buy your shares until a broker-dealer is willing to quote them, and that path runs through FINRA.

Here is the sequence.

A market maker — a registered broker-dealer — agrees to sponsor your quotation. You do not apply to FINRA yourself. The market maker files Form 211 on your behalf. That form asks FINRA to permit the broker-dealer to publish quotations in your...

I want to spend this episode on something that is not a rule or a form. How legal work gets priced, and why I do it the way I do.

I bill flat fees. For a defined scope of work, the fee is agreed in writing before the work begins, and it does not change because the work took longer than I expected. For ongoing securities and corporate work, I offer a monthly flat fee covering unlimited services within that scope.

The reason is not marketing. It is about what a meter does to a...

Rule 506 of Regulation D is the most used exemption in American capital formation and the most frequently broken. Most of the breakage happens at one line: general solicitation.

There are two flavors. 506(b) and 506(c).

Under 506(b) you may sell to an unlimited number of accredited investors and up to thirty-five non-accredited investors, provided those non-accredited investors are financially sophisticated and receive specified disclosure. There is no dollar limit. You may generally rely on an investor's written representation that they are accredited, absent facts suggesting otherwise. What you may not do is generally solicit. No...

Section 16 of the Exchange Act applies to three groups of people at a public company: officers, directors, and anyone who beneficially owns more than ten percent of a registered class of equity securities. If you are in one of those groups, you have personal filing obligations, separate from anything the company files.

Three forms.

Form 3 is the initial statement of beneficial ownership. It is due within ten days of becoming an officer, director, or ten percent holder — or, where the company is registering securities, by the effective date.

Form 4 reports a change in be...

Federal securities law gets the attention. State securities law — Blue Sky law — is where a surprising number of offerings actually go wrong, because issuers forget it exists.

The name comes from an early court decision describing speculative schemes with no more basis than so many feet of blue sky. Every state has its own securities statute, its own regulator, and its own registration and exemption framework. Complying with the SEC does not satisfy them.

Here is the framework you need.

Some offerings are covered securities under the National Securities Markets Improvement Act, which pree...

The day your registration statement goes effective, a clock starts, and it does not stop. This is the part of going public that founders underestimate most consistently.

Three filings define the rhythm.

The Form 10-K is the annual report. Audited financial statements, a full business description, risk factors, management's discussion and analysis, executive compensation, and management's assessment of internal control over financial reporting. The deadline depends on your filer status. Large accelerated filers have sixty days after fiscal year end. Accelerated filers have seventy-five. Non-accelerated filers — which is most companies that have recently gone public — have...

Going Public Is the Beginning: What Happens After SEC Effectiveness

Becoming public is often treated as the finish line. In reality, SEC effectiveness and the beginning of trading mark the start of a new legal and operational system.

In this episode of Inside Securities Law, securities attorney and former SEC enforcement attorney Frederick M. Lehrer explains the continuing responsibilities a company assumes after going public.

Public companies must file periodic reports, disclose material events, maintain disclosure controls, manage insider-trading risks, and ensure that statements remain consistent across...

Companies raising capital have every reason to explain their strengths, market opportunities, management experience, and growth potential. The legal risk begins when optimism is presented as certainty.

In this episode of Inside Securities Law, securities attorney and former SEC enforcement attorney Frederick M. Lehrer explains how aggressive promotional language can create material disclosure problems in private placements, Regulation A offerings, and registered securities offerings.

A statement does not need to be completely false to be misleading. A technically accurate statement may still create an inaccurate impression when important context or qualifying information is omitted.<...

An SEC comment letter may look like a list of technical revisions. It is better understood as a regulatory examination of whether a company has explained its business, finances, risks, and material judgments clearly and credibly.

In this episode of Inside Securities Law, securities attorney and former SEC enforcement attorney Frederick M. Lehrer explains what the SEC staff is evaluating during the disclosure-review process—and why answering only the literal wording of each comment may be inadequate.

The staff may ask about a single sentence, financial table, risk factor, transaction, accounting conclusion, or...

Finders, Consultants, and the Unregistered Broker-Dealer Problem

Companies raising capital often hire “finders,” consultants, advisors, or business-development professionals to introduce them to potential investors. But under federal securities laws, the person’s title does not control the legal analysis. What matters is what that person actually does—and how they are paid.

In this episode, securities attorney and former SEC enforcement attorney Frederick M. Lehrer explains why seemingly informal capital-raising arrangements may constitute unregistered broker activity. He discusses the warning signs regulators examine, including investor solicitation, investment recommendations, participation in negotiat...

The “Use of Proceeds” section is one of the most important—and most frequently overlooked—parts of a securities offering. It tells investors exactly how a company intends to use the capital it raises and provides insight into management’s priorities, financial condition, and strategic direction.

In this episode, securities attorney Frederick M. Lehrer explains why generic disclosures such as “working capital” or “general corporate purposes” often fail to give investors meaningful information. He discusses how companies should disclose debt repayment, insider compensation, litigation costs, operating losses, acquisitions, research and development, and other planned uses of offering p...

Regulation A Is a Securities Offering—Not a Crowdfunding Shortcut

Regulation A is often promoted as a simpler way for companies to raise capital from the public. But it is not merely a crowdfunding campaign with additional paperwork. It is a regulated securities offering involving formal disclosures, financial statements, SEC review, controlled marketing communications, and—in many cases—continuing reporting obligations.

In this episode, securities attorney and former SEC enforcement attorney Frederick M. Lehrer explains what companies should understand before pursuing a Regulation A offering.

Regulation A provid...

Private Placements: Where Issuers Actually Get Caught

The phrase “private placement” can create a dangerous misunderstanding. Private does not mean informal, unregulated, or outside the SEC’s attention.

A private placement is generally conducted under an exemption from securities registration. It is not an exemption from federal antifraud provisions—and it does not allow an issuer to disregard the specific conditions of the exemption it claims.

In this episode, securities attorney and former SEC enforcement attorney Frederick M. Lehrer explains where issuers commonly create problems when conducting private...

Finders, Consultants, and the Unregistered Broker-Dealer Problem

Companies raising capital often hire “finders,” consultants, advisors, or business-development professionals to introduce them to potential investors. But under federal securities laws, the person’s title does not control the legal analysis. What matters is what that person actually does—and how they are paid.

In this episode, securities attorney and former SEC enforcement attorney Frederick M. Lehrer explains why seemingly informal capital-raising arrangements may constitute unregistered broker activity. He discusses the warning signs regulators examine, including investor solicitation, investment recommendations, participation in negot...

EVENT HOST: BEYOND ORLANDO TECH

For sponsorships, partnerships, speaking opportunities, media inquiries, or startup ecosystem collaboration, I’d contact:

Safia Porter
 Executive Director, Building Our Tech (BOT)
 📧 [email protected]

General Contact:
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Website:
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THE EVENT:

A few nights ago, securities attorney and entrepreneur Fred Lehrer attended Launchpad Liftoff, a startup pitch competition hosted by Building Our Tech in Orlando.

More than...

Fred Lehrer - SecuritiesAttorney1.com

What companies say matters. How they say it matters just as much. In this episode, Fred explores why language, terminology, and narrative structure play a critical role in SEC disclosures—and how ambiguity, inconsistency, and unsupported claims can create regulatory risk even when the underlying facts are accurate.

Show Notes:

Many organizations view SEC filings as exercises in information disclosure. The focus is often on ensuring the right facts are included, the correct numbers are reported, and the required sections are completed.

Going public is often treated as a milestone: the moment a private company enters the public markets. But from a securities law and compliance perspective, it is not a single event. It is the beginning of a permanent reporting environment. The initial registration statement, whether through an S-1, Form 10, or another pathway, does more than support a transaction. It establishes the company’s disclosure baseline.

This episode explains why the first public filing matters long after the offering or registration process is complete. Business descriptions, revenue explanations, risk factors, financial presentation, and operational disclosures become the reference po...

When a company receives an SEC comment letter, the common mistake is treating it like a contained problem: answer the question, resolve the issue, move on. But a comment letter is rarely an isolated event. It is usually the visible result of a review process that began earlier, when SEC staff identified patterns, inconsistencies, gaps, or unclear disclosures in the company’s filing.

In this episode, we break down why companies should not respond to SEC comments narrowly or defensively. Each comment is a signal about how the SEC is reading and interpreting the company’s disclosures. A qu...

What Really Triggers SEC Scrutiny: Friction, Inconsistency, and Ambiguity in Disclosures

The script explains that SEC scrutiny rarely starts with an obvious misstatement or major omission; it often begins with small “points of friction” such as incomplete, inconsistent, or overly generalized disclosures that prompt questions and expand iteratively. Common triggers include subtle inconsistencies across registration statements, press releases, and periodic reports; boilerplate risk factors that fail to identify company-specific risks; misalignment between narrative descriptions and actual operations or financial results; and unexplained changes in disclosures over time compared to prior filings. It also emphasizes that the SEC eval...