Almost every securities enforcement matter I worked on at the Commission had a moment in its history, usually months or years before anyone in my office had heard the company's name, when a single phone call would have changed the outcome.
The call did not happen.
That observation is the starting point of my new book, The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public. I spent nine years in the Division of Enforcement at the SEC's Southeast Regional Office, and for part of that time also served as a Special Assistant United States Attorney in the Southern District of Florida. What struck me then, and still strikes me after more than twenty-five years in private practice, is how few of those matters began with someone deciding to break the law. They began with someone deciding not to ask.
Who the Book Is For
It is written for founders, chief executives, chief financial officers, directors, and in-house lawyers of companies that raise capital, go public, or already report to the SEC. It is also written for the accountants, bankers, and consultants who are often the first to see a problem forming.
What It Covers
It is not a treatise. It shows how the SEC staff reads what you file and what you say, so you can see your own disclosure the way a regulator would, before a regulator does. The book is organized in five parts:
- ›How the Commission Reads — how an enforcement case begins, reading a filing the way the staff reads it, and when optimism becomes a misstatement.
- ›Raising Capital — Rule 506, finders and Form D, Regulation A, and how toxic financing turns a lifeline into a death spiral.
- ›Going Public — choosing between Form S-1, Form 10, Regulation A, and the reverse merger; Form 211 and the OTC Markets; and why the comment letter is an examination.
- ›Living as a Public Company — the 10-K, 10-Q, and 8-K calendar; insiders, Section 16, and Rule 10b5-1; Rule 144 and the tradability opinion; and disclosure in closely watched industries.
- ›Counsel — why I bill a flat fee.
Four appendices provide working tools: an SEC comment letter response checklist, a private offering checklist, going-public readiness questions, and a glossary.
How to Get a Copy
Details and the full table of contents are on the book page. To request a copy, or to ask how any chapter applies to your company, email me directly at flehrer@securitiesattorney1.com or call (561) 706-7646. No intake form, no queue.
Related Reading
This post is general information, not legal advice.
Authoritative Sources
- SEC Form S-1 — Registration Statement Under the Securities Act — U.S. Securities and Exchange Commission
- 17 C.F.R. Part 229 — Regulation S-K — Electronic Code of Federal Regulations
- SEC Enforcement Manual, Division of Enforcement — U.S. Securities and Exchange Commission
- SEC Division of Enforcement — Litigation Releases — U.S. Securities and Exchange Commission
- 17 C.F.R. Part 240 — General Rules and Regulations, Exchange Act — Electronic Code of Federal Regulations
- SEC EDGAR — Full-Text Search of Company Filings — U.S. Securities and Exchange Commission
Primary sources are cited so readers can verify the law directly. Rules and staff guidance change; see our editorial and corrections policy to report an error or an outdated citation.
Frederick M. Lehrer served as an enforcement attorney in the SEC's Division of Enforcement at the Southeast Regional Office from 1991 through 2000, and concurrently as a Special Assistant United States Attorney in the Southern District of Florida from 1997 through 1999, prosecuting securities-related financial crimes. He has practiced securities and corporate law in private practice for more than twenty-five years, advising issuers worldwide on SEC registration, disclosure obligations, Regulation D private placements, Regulation A offerings, and going public transactions. The firm is based in Florida and serves clients internationally.
Questions about how this applies to your company are answered personally — most within the same business day. Flat-fee arrangements available for most work.