Inside Securities Law with Frederick M. Lehrer

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

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?

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 [email protected] (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

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: [email protected] For general educational purposes. This audiobook does not provide legal advice or establish an attorney-client relationship.

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: [email protected] 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