“A rare combination of speed, precision, and strategic acumen—Frederick M. Lehrer is our go-to counsel for securities and transactional work.”

“An astute and sophisticated advisor in complex transactions, Frederick M. Lehrer consistently delivers impeccable SEC disclosures with exceptional attention to detail and turnaround time that's nothing short of remarkable.”

“When timing and accuracy are critical, Frederick M. Lehrer delivers flawlessly—his command of SEC regulations and transactional nuance is exceptional.”

“For nearly a decade, we've relied on Frederick M. Lehrer for his deep knowledge of corporate securities, regulatory compliance, rapid and extremely accurate turnaround, and a steady hand when navigating high-value corporate finance matters.”

AI Companies

Technology descriptions, revenue projections, model risk disclosures, and investor communications for AI companies raising capital or reporting as public companies require precision that generic risk factors cannot provide.

Cannabis & CBD Companies

Federal illegality, banking access limitations, Schedule I classification, interstate commerce restrictions, and shifting enforcement priorities create disclosure obligations that boilerplate language does not satisfy.

Crypto & Digital Assets

Whether a token or digital instrument constitutes a security under the Howey test, how to structure an offering to reduce registration risk, and what disclosure obligations apply to crypto issuers in public markets.

Biotech & Healthcare

Clinical trial disclosures, FDA approval risk factors, licensing dependencies, and revenue recognition issues for biotech and healthcare companies navigating SEC reporting and capital raising.

Fintech Companies

Payment processing regulatory dependencies, lending license disclosures, money transmission risks, and the securities law implications of fintech business models that touch regulated financial services.

OTC Public Companies

Ongoing reporting obligations, Rule 144 compliance, promotional material review, and the specific disclosure requirements that apply to companies quoted on OTC Markets rather than national exchanges.

The Enforcement Background That Changes the Advice

From 1991 through 2000, Frederick M. Lehrer served as an attorney in the Division of Enforcement at the U.S. Securities and Exchange Commission's Southeast Regional Office. During those nine years, he participated in investigations involving insider trading, accounting fraud, market manipulation, misleading disclosures, and failures to file required reports under federal securities law. He was not a compliance officer reviewing policies — he was building cases.

From 1997 through 1999, he served concurrently as a Special Assistant United States Attorney in the Southern District of Florida, prosecuting securities-related financial crimes. That dual civil-and-criminal enforcement experience — understanding both how the SEC builds a civil enforcement action and how the DOJ constructs a criminal prosecution — is not something that can be acquired from a textbook or a continuing legal education seminar.

When that background is applied to private practice, the result is advisory work that is fundamentally different from what a securities attorney without enforcement experience can offer. The firm evaluates every disclosure, every registration statement, and every investor communication from the perspective of how the SEC staff would analyze it — because that is exactly how the firm's principal was trained to analyze documents.

Issuer-Side Representation: What the Practice Actually Covers

The firm's practice focuses on issuer-side representation. This means the firm represents companies — not investors, not regulators, not plaintiffs' class action counsel. The firm's clients are issuers preparing to access public capital markets, companies managing ongoing disclosure obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934, and private companies conducting capital raises through exempt offerings under Regulation D.

Engagements typically involve preparing and reviewing SEC filings — Forms 10-K, 10-Q, and 8-K — drafting and revising registration statements such as Form S-1 and Form 10, advising on Regulation A offerings, and assisting companies conducting capital raises through Regulation D private placements. Many clients are companies preparing to go public or transitioning from private capital raising into public market reporting obligations.

Others are established reporting companies requiring ongoing securities counsel to review disclosures, evaluate investor communications, and address SEC comment letters. The firm also advises companies operating in industries subject to heightened regulatory scrutiny — cannabis and CBD companies navigating federal illegality disclosures, artificial intelligence companies describing rapidly evolving technologies to investors, and cryptocurrency or digital asset issuers evaluating whether a token or digital instrument may constitute a security under the Howey test.

SEC Division of Enforcement

Nine years investigating insider trading, accounting fraud, market manipulation, misleading disclosures, and reporting failures at the SEC's Southeast Regional Office. Built cases. Evaluated filings. Understood how enforcement actions begin.

Special Assistant U.S. Attorney

Concurrent appointment in the Southern District of Florida prosecuting securities-related financial crimes. The dual civil-and-criminal enforcement perspective — understanding both how the SEC builds a civil action and how the DOJ constructs a criminal prosecution — is the foundation of the firm's risk analysis today.

Private Practice

More than twenty-five years advising issuers worldwide on SEC registration, disclosure obligations, Regulation D private placements, Regulation A offerings, going public transactions, and ongoing reporting compliance. Flat-fee structure designed to remove the hesitation companies feel when seeking early legal guidance.