The Other Side of the Table
What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public
By Frederick M. Lehrer — former SEC Division of Enforcement attorney (1991–2000) and former Special Assistant United States Attorney, Southern District of Florida (1997–1999).
"Almost none of them started with someone deciding to break the law. They started with someone deciding not to ask."
About the book
Almost every enforcement matter Fred worked on at the Commission had a moment, months or years before anyone at the SEC knew the company's name, when a single phone call would have changed the outcome. The call did not happen.
This book is written for the people who should be making that call: founders, chief executives, chief financial officers, directors, and in-house lawyers of companies that raise capital, go public, or already report to the SEC — and the accountants, bankers, and consultants around them.
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. Each chapter stands on its own: raising money privately, start with Part Two; deciding whether to go public, Part Three; already reporting, Part Four.
Contents
How the Commission Reads
- How an Enforcement Case Begins
- Reading a Filing the Way the Staff Reads It
- When Optimism Becomes a Misstatement
Raising Capital
- Rule 506: The Line You Cannot Uncross
- Finders, Form D, and the Quiet Failures
- Regulation A: The Public Offering Without the Full Weight
- Toxic Financing: How a Lifeline Becomes a Death Spiral
Going Public
- Choosing the Path: Form S-1, Form 10, Regulation A, and the Reverse Merger
- A Ticker Is Not a Registration: Form 211 and the OTC Markets
- The Comment Letter Is an Examination
Living as a Public Company
- The Reporting Calendar: 10-K, 10-Q, and 8-K
- Insiders: Trading, Section 16, and Rule 10b5-1
- Rule 144 and the Tradability Opinion
- Disclosure in Industries the Regulators Watch
Counsel
- Why I Bill a Flat Fee
Appendices
- A. The SEC Comment Letter Response Checklist
- B. Before the First Dollar Moves: A Private Offering Checklist
- C. Going-Public Readiness Questions
- D. Glossary
Prefer to listen? Hear the complete audiobook in Fred’s voice. Many chapters are also adapted on the Inside Securities Law podcast, and related analysis appears on the blog.
General information about U.S. securities law, not legal advice. Reading the book does not create an attorney-client relationship. Attorney Advertising.