Expert commentary on securities law, SEC compliance, going public, and corporate finance from a former SEC enforcement attorney.
AI-powered: we'll point you to the articles and podcast episodes that address it. This is a reading guide, not legal advice.
Regulation D is how most private companies raise money without registering with the SEC. A former SEC attorney walks through Rules 504, 506(b) and 506(c), who can invest, what you can say in public, and the filings that keep the exemption intact.
Read ArticlePPM quotes vary widely, and hourly billing makes the final number hard to predict. What actually drives the cost of a private placement memorandum, what a good PPM includes, the cheap shortcuts that get expensive, and how a flat fee changes the conversation.
Read ArticleThere are three main roads for a small company to become public without a traditional underwritten IPO: a Form S-1, a Form 10, or a Regulation A offering. A step-by-step guide to each, the 15c2-11 process for getting quoted on OTC Markets, and how to pick your path.
Read ArticleA comment letter, a voluntary document request, and a subpoena are very different things. A former SEC enforcement attorney explains how to tell which one you received, what to do in the first 48 hours, and how to avoid the next one.
Read ArticleHourly securities lawyers bill in six-minute increments, so a one-minute call at $450 an hour costs $45. Here is how securities legal fees actually work, what drives the cost, and why a flat monthly fee changes how companies use their lawyer.
Read ArticleA private placement memorandum is the disclosure document for a private securities offering. A former SEC enforcement attorney explains what goes in a PPM, when the law effectively requires one, and the mistakes that turn it into evidence.
Read ArticleRegulation D is faster and cheaper; Regulation A lets you sell to the general public and creates freely tradable shares. A side-by-side comparison of cost, investors, SEC review, and resale — and how to choose.
Read ArticleFred's new book, The Other Side of the Table, distills nine years in the SEC's Division of Enforcement into a practical guide for issuers: how the staff reads filings, where private offerings fail, how to choose a path to going public, and what public companies get wrong.
Read ArticleVariable-rate convertible notes are engineered so the financing source profits regardless of what happens to the issuer's stock. A former SEC enforcement attorney explains the mechanics, the dilution math, and the disclosure obligations issuers routinely miss.
Read ArticleDescribing a variable-rate convertible note as "working capital financing" is how issuers turn a bad deal into a disclosure problem. What a compliant description of dilution exposure actually looks like in a 10-K, 10-Q, or S-1.
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