Inside Securities Law with 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.

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 [email protected] (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.

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: [email protected] (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.

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?