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Inside Securities Law with Frederick M. Lehrer

Fred Lehrer

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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#34
Monday · 5 min
Form 10 and Section 12(g): Becoming a Public Reporting Company Without an IPO
Form 10 and Section 12(g): Becoming a Public Reporting Company Without an IPO With Frederick M. Lehrer, Securities Attorney and Former SEC Enforcement Attorney Episode Overview Can a private company become a public reporting company without conducting an IPO? What is the difference between registering securities, registering a public offering, and having shares quoted on the OTC Markets? In this episode of Inside Securities Law, Frederick M. Lehrer explains Form 10 registration under Section 12(g) of the Securities Exchange Act of 1934, the distinction between SEC-reporting and non-reporting public companies, and the ongoing responsibilities that follow registration. Fred draws on nine years as an SEC enforcement attorney and more than twenty-five years advising issuers in private practice to explain what business owners, executives, and investors need to understand before entering the public markets. Topics Covered What is SEC Form 10? How a company registers a class of securities under the Exchange Act without registering a public offering. Understanding Section 12(g). Mandatory registration thresholds, voluntary registration, shareholder counts, and asset requirements. Form 10 versus Form S-1. Why registering a class of securities is different from registering securities for sale to the public. Public Reporting vs. Public Non-Reporting Companies. How SEC-reporting companies differ from publicly traded companies using alternative disclosure arrangements, including OTC Markets Alternative Reporting. When Registration Becomes Effective. The general 60-day automatic effectiveness provision for Form 10 under Section 12(g), and what happens when SEC staff comments remain unresolved. Ongoing SEC Reporting Requirements. Forms 10-K, 10-Q, and 8-K, financial statements, material disclosures, and related compliance responsibilities. OTC Markets and Trading. Why SEC registration does not automatically produce a trading symbol, broker-dealer quotation, exchange listing, or unrestricted tradability. Capital Raising and Securities Offerings. Regulation D, Regulation A, Form S-1, private placements, and why Form 10 itself does not authorize an offering. Common Compliance Mistakes. Incomplete disclosures, unsuitable financial statements, inconsistent public statements, missed deadlines, and unrealistic expectations about public-company status. Choosing the Right Path. When a business should consider Form 10, an exempt offering, an SEC-registered offering, or remaining private. Questions for Fred Why would a company voluntarily register under Section 12(g)? Can a company be publicly traded without being an SEC-reporting company? Does filing Form 10 allow a company to raise capital from the public? What financial statements and audits are required? What happens if the SEC has not completed its review after 60 days? What are the real costs and continuing obligations of SEC reporting? How do non-reporting OTC companies transition into SEC reporting? What does management misunderstand most frequently about becoming public? When does Form 10 make more sense than Form S-1? What should a founder do before choosing any path to the public markets? Key Takeaways Form 10 registers a class of securities under the Exchange Act; it does not register a securities offering. A company may be publicly traded without being subject to the same SEC periodic reporting requirements as an Exchange Act reporting issuer. A public trading market, an SEC registration, and a securities offering are three distinct legal and operational matters. SEC reporting obligations require continuing attention to financial statements, disclosures, corporate governance, and filing deadlines. The best route to public-company status depends on the company's actual capital needs, ownership structure, business objectives, and ability to maintain compliance. About Frederick M. Lehrer Frederick M. Lehrer is the founding attorney of Frederick M. Lehrer, P.A., a securities and corporate law practice representing issuers in going-public transactions, capital raising, SEC reporting, and corporate transactions. He worked at the U.S. Securities and Exchange Commission from 1984 to 2000, including nine years as an enforcement attorney. He has advised securities issuers in private practice since 2000. Website: https://securitiesattorney1.com Email: flehrer@securitiesattorney1.com Phone: (561) 706-7646 Book: The Other Side of the Table Podcast: Inside Securities Law with Frederick M. Lehrer Disclaimer This episode provides general educational information about federal securities law. It is not legal advice and does not establish an attorney-client relationship. Registration, offering, trading, and reporting requirements depend on the facts and applicable law.
#35
Thursday · 6 min
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 Website https://securitiesattorney1.com/ Inside Securities Law — Podcast https://fredlehrer.transistor.fm/ SEC — Information About Foreign Issuers https://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.
#36
November 2 · 5 min
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 Securities SEC — Form 144 17 CFR § 230.144 — Rule 144 Regulatory Text SEC — Securities Act Rules Compliance and Disclosure Interpretations Disclaimer: 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.
#37
October 30 · 5 min
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 Attorney Host: 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 Compliance https://securitiesattorney1.com/enforcement/rule-144-tradability-opinion-risk/ SEC — Rule 144: Selling Restricted and Control Securities https://www.sec.gov/reports/rule-144-selling-restricted-control-securities Educational discussion only. Nothing in this episode constitutes individualized legal or investment advice.
#38
October 26 · 5 min
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-securities This podcast is provided for general educational purposes and does not constitute legal or investment advice.
#50
October 24 · 5 min
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.
#40
October 20 · 5 min
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 Attorney https://securitiesattorney1.com/ The Other Side of the Table — Book https://securitiesattorney1.com/book/ Audiobook https://securitiesattorney1.com/audiobook/ Inside Securities Law — Podcast https://fredlehrer.transistor.fm/ SEC Regulation FD — Official Rule https://www.ecfr.gov/current/title-17/chapter-II/part-243 U.S. Securities and Exchange Commission https://www.sec.gov/ Contact Frederick M. Lehrer flehrer@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.
#49
October 16 · 5 min
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.
#48
October 14 · 6 min
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 Website https://securitiesattorney1.com/ Inside Securities Law with Frederick M. Lehrer — Podcast https://fredlehrer.transistor.fm/ The Other Side of the Table — Book https://securitiesattorney1.com/book/ The Other Side of the Table — Complete Audiobook https://securitiesattorney1.com/audiobook/ About Frederick M. Lehrer https://securitiesattorney1.com/about/ SEC — U.S. Securities and Exchange Commission https://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
#47
October 11 · 3 min
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?
#44
October 9 · 5 min
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 Attorney https://securitiesattorney1.com/ About Frederick M. Lehrer https://securitiesattorney1.com/about/ Inside Securities Law Podcast https://securitiesattorney1.com/podcast/ Corporate Law & Mergers and Acquisitions https://securitiesattorney1.com/services/corporate-law/ The Other Side of the Table — Book https://securitiesattorney1.com/book/ Contact Fred flehrer@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
#26
October 6 · 1 hr 24 min
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.com Biography: About Frederick M. Lehrer Episodes and subscription options: Inside Securities Law with Frederick M. Lehrer Publications: Media & Publications Contact: flehrer@securitiesattorney1.com For general educational purposes. This audiobook does not provide legal advice or establish an attorney-client relationship.
#46
October 6 · 1 min
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.com Author biography: About Frederick M. Lehrer Podcast: Inside Securities Law with Frederick M. Lehrer Publications: Media & Publications Contact: flehrer@securitiesattorney1.com About 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.com Bio video
#25
September 18 · 3 min
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.
#22
September 16 · 3 min
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.
#20
September 11 · 3 min
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.
#21
September 7 · 3 min
OTC Markets and Form 211: How a Ticker Actually Happens
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 security. FINRA reviews it under its own rules and under Exchange Act Rule 15c2-11. Since the amendments to 15c2-11 took effect, that standard is materially higher than it used to be. Current information about the issuer must be publicly available, and it must stay available. A company that goes dark loses quotation eligibility, and its shares move to the expert market, where retail investors generally cannot buy them. What goes into that submission is substantial: organizational documents, a capitalization table showing how each block of shares was issued and under what exemption, financial statements, and officer and director background. Then there are the OTC Markets tiers, which are separate from FINRA entirely, and which were restructured in 2025. OTCQX sits at the top with the most demanding standards. OTCQB is the venture tier. Below that is OTCID Basic, which replaced what most people still call Pink Current, and then Pink Limited and the Expert Market. For OTCQB specifically, know the current criteria. Current reporting. Annual financials audited by a PCAOB-registered firm. A minimum bid price of five cents for the thirty days before admission, and above one cent to stay in. A public float of at least ten percent, at least fifty beneficial shareholders, and no bankruptcy. Two practical points. First, finding a market maker willing to sponsor a Form 211 is often the hardest step, and it has nothing to do with law. It is a business decision by the broker-dealer. Companies are frequently surprised by this. Counsel can prepare a complete and clean information package, but no lawyer can compel a market maker to file. Second, the timeline is unpredictable. Comments come back. Information gets requested. Plan in months, not weeks, and do not promise your shareholders a date. I handle the Form 211 information package, the OTC Markets application, and the ongoing disclosure that keeps a quotation alive. What nobody can do is guarantee that a symbol appears on a schedule. Anyone who tells you otherwise is selling something. This is Inside Securities Law. I'm Frederick M. Lehrer. General information, not legal advice.
#23
September 5 · 2 min
Why I Bill a Flat Fee
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 relationship. When every phone call has a price, a client who is uncertain whether something is a reportable event has a financial reason not to call. And the calls that do not happen are, in my experience, the expensive ones. The 8-K that got filed late. The press release that went out before anyone read it. The investor who was introduced by a finder, and nobody asked how the finder was being paid. Every one of those is a situation where a five-minute conversation would have cost nothing to have and a great deal to skip. I spent nine years in the SEC's Division of Enforcement. I have seen what these matters look like from the other side of the table, after they have gone wrong. Almost none of them started with someone deciding to break the law. They started with someone deciding not to ask. A flat fee removes the meter. Call me. Ask the question that seems too small to ask. That is the entire point of the arrangement. There is a second reason, which is simple honesty about cost. A registration statement is a definable piece of work. I have drafted a great many of them. I know approximately what it takes. A client deciding whether to go public is making a capital allocation decision, and they cannot make it well against an estimate that might double. Flat fee means the number in the engagement letter is the number. What a flat fee does not mean: it does not mean cheap, and it does not mean unlimited scope. The scope is written down. If the matter changes materially — a new transaction, an investigation, something nobody anticipated — we scope that separately and price it separately, in writing, before it starts. If you want to know what a matter would cost, the way to find out is a conversation. No intake form. No queue. You reach me directly. This is Inside Securities Law. I'm Frederick M. Lehrer. General information, not legal advice.
#19
September 2 · 3 min
Rule 506(b) and 506(c): The Line You Cannot Uncross
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 advertising. No public posting. No pitching a room of strangers. Under 506(c) you may generally solicit all you want. Advertise it. Post it online. Speak about it at a conference. The trade is that every purchaser must actually be accredited, and you must take reasonable steps to verify it. A checked box is not verification. Tax returns, brokerage statements, or a written confirmation from a licensed attorney, CPA, or registered broker-dealer — those are verification. Here is where issuers get into trouble. They start under 506(b), because that is what counsel advised. Then the CEO posts about the raise on LinkedIn. Or the company emails the deck to a purchased list. Or a founder describes the terms on a podcast. That is general solicitation, and it does not convert the offering into a 506(c) offering. It jeopardizes the 506(b) exemption, because verification was never performed on the investors who already came in. You cannot cure it retroactively. That line runs in one direction. Two more things that generate enforcement referrals. Finders. If someone is introducing investors and being paid based on whether the money closes, that person is very likely acting as an unregistered broker. The exposure attaches to the issuer as well, and it can give investors a rescission right. And Form D. You file it within fifteen days of the first sale. It is a short form. Failing to file it does not by itself destroy the federal exemption, but it is a marker, and markers accumulate. Nine years reading these files at the Commission taught me that Regulation D matters rarely begin with fraud. They begin with a solicitation that should not have happened, and an investor who lost money and went looking for a remedy. Get the flavor right before the first dollar moves. This is Inside Securities Law. I'm Frederick M. Lehrer. General information, not legal advice.
#18
August 28 · 2 min
Forms 3, 4, and 5, and the Short-Swing Trap
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 beneficial ownership. Due within two business days of the transaction. Two business days. This is the form that gets missed, and it gets missed because people think of it as a company obligation. It is not. It is yours, personally, and your name is on the late filing. Form 5 is the annual catch-up for exempt transactions and anything that should have been reported earlier. Due forty-five days after fiscal year end. Now the part with teeth. Section 16(b), short-swing profits. If an insider buys and sells, or sells and buys, equity securities of the company within any six-month window, any profit from matching those trades is recoverable by the company. Automatically. There is no intent requirement. It does not matter that you had no material nonpublic information. It does not matter that you were not trying to do anything wrong. It does not matter that the two trades were unrelated in your mind. The statute matches the highest sale against the lowest purchase in the window, and the profit goes back to the issuer. And the company does not have to be the one to enforce it. A shareholder can bring the action on the company's behalf, and there is a well-established plaintiffs' bar that watches Form 4 filings for exactly this pattern. Two practical consequences. First, insiders need a pre-clearance process. Before any transaction, someone checks the prior six months. That takes ten minutes and prevents a category of problem that cannot be fixed after the fact. Second, late Form 4s get disclosed. Delinquent Section 16 filings must be identified in the company's proxy statement. It is a small item that signals a larger one to anyone reading carefully — including the staff. Section 16 compliance is not complicated. It just requires that someone is actually watching the calendar. This is Inside Securities Law. I'm Frederick M. Lehrer. General information, not legal advice.

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