The Other Side of the Table — Full Audiobook | Frederick M. Lehrer
Before the SEC asks questions, a company has already created the record: its filings, press releases, investor presentations, financing agreements, and public statements. This episode of Inside Securities Law with Frederick M.…
What this episode covers
Before the SEC asks questions, a company has already created the record: its filings, press releases, investor presentations, financing agreements, and public statements. This episode of Inside Securities Law with Frederick M.…
- Before the SEC asks questions, a company has already created the record: its filings, press releases, investor presentations, financing agreements, and public statements.
- Beginning with “The Call That Didn’t Happen,” the book follows the decisions that can turn ordinary business activity into regulatory exposure.
- Topics include private offerings under Regulation D, general solicitation, financing and dilution, routes to public-company status, SEC reporting, and practical disclosure review.
- Lehrer is a securities and corporate finance attorney with nine years of experience in the SEC’s Division of Enforcement.
- In more than twenty-five years of private practice, he has advised issuers on capital raising, going-public transactions, registration statements, SEC reporting, and disclosure compliance.
Full Transcript
Before the SEC asks questions, a company has already created the record: its filings, press releases, investor presentations, financing agreements, and public statements.
This episode of Inside Securities Law with Frederick M. Lehrer presents the complete audiobook of The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public.
Frederick M. Lehrer explains how regulators examine that record—and what founders, executives, directors, and advisors should understand before raising capital, going public, or making their next disclosure.
Beginning with “The Call That Didn’t Happen,” the book follows the decisions that can turn ordinary business activity into regulatory exposure. It examines how enforcement cases begin, how SEC staff reads filings, when optimism becomes a misstatement, and why consistency across investor communications matters.
Topics include private offerings under Regulation D, general solicitation, financing and dilution, routes to public-company status, SEC reporting, and practical disclosure review. The central question throughout is whether the company’s record accurately reflects what management knew when each statement was made.
About Frederick M. Lehrer
Frederick M. Lehrer is a securities and corporate finance attorney with nine years of experience in the SEC’s Division of Enforcement. For three of those years, he also served as a Special Assistant United States Attorney in the Southern District of Florida, prosecuting securities-related financial crimes.
In more than twenty-five years of private practice, he has advised issuers on capital raising, going-public transactions, registration statements, SEC reporting, and disclosure compliance. His work applies an enforcement perspective to the decisions companies make before regulatory scrutiny begins.
Links
Website: SecuritiesAttorney1.comBiography: About Frederick M. LehrerEpisodes and subscription options: Inside Securities Law with Frederick M. LehrerPublications: Media & PublicationsContact: flehrer@securitiesattorney1.com
For general educational purposes. This audiobook does not provide legal advice or establish an attorney-client relationship.
This transcript is published for general information only. It is not legal advice, and listening to or reading it does not create an attorney-client relationship.
Authoritative Sources
- 15 U.S.C. § 78o(a)(1) — Registration of brokers and dealers (Exchange Act § 15(a)(1)) — Cornell Legal Information Institute
- 15 U.S.C. § 78c(a)(5) — Definition of “dealer” (Exchange Act § 3(a)(5)) — Cornell Legal Information Institute
- SEC v. Keener, 102 F.4th 1328 (11th Cir. 2024) — convertible note funder as unregistered dealer — U.S. Court of Appeals for the Eleventh Circuit
- SEC Investor Guide: Microcap Stock — dilutive financing and market risks — U.S. Securities and Exchange Commission
- 17 C.F.R. § 229.303 — Item 303, Management’s Discussion and Analysis (liquidity and dilution disclosure) — Electronic Code of Federal Regulations
- 15 U.S.C. § 77c(a)(10) — Exempted securities (Securities Act § 3(a)(10)) — Cornell Legal Information Institute
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.
Chapters in this audiobook
This episode is the complete audiobook of The Other Side of the Table. Each chapter below has its own page with the full text, key points, and a short FAQ.
- 5:14Chapter 1: How an Enforcement Case Begins →
- 10:35Chapter 2: Reading a Filing the Way the Staff Reads It →
- 15:22Chapter 3: When Optimism Becomes a Misstatement →
- 20:22Chapter 4: Rule 506: The Line You Cannot Uncross →
- 25:56Chapter 5: Finders, Form D, and the Quiet Failures →
- 31:04Chapter 6: Regulation A: The Public Offering Without the Full Weight →
- 34:45Chapter 7: Toxic Financing: How a Lifeline Becomes a Death Spiral →
- 38:47Chapter 8: Choosing the Path: Form S-1, Form 10, Regulation A, and the Reverse Merger →
- 45:43Chapter 9: A Ticker Is Not a Registration: Form 211 and the OTC Markets →
- 50:24Chapter 10: The Comment Letter Is an Examination →
- 54:53Chapter 11: The Reporting Calendar: 10-K, 10-Q, and 8-K →
- 59:35Chapter 12: Insiders: Trading, Section 16, and Rule 10b5-1 →
- 1:04:12Chapter 13: Rule 144 and the Tradability Opinion →
- 1:08:26Chapter 14: Disclosure in Industries the Regulators Watch →
- 1:12:59Chapter 15: Why I Bill a Flat Fee →