Former SEC Enforcement Attorney · 9 Years, SEC Division of Enforcement
Episode 46 October 5, 2026 1:02 Full transcript

The Call That Didn’t Happen | The Other Side of the Table — Introduction

Before a subpoena, an investigation, or a costly disclosure failure, there is often a question someone never asked. This opening installment introduces The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public, by Frederick M. Lehrer.…

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Episode Brief

What this episode covers

Before a subpoena, an investigation, or a costly disclosure failure, there is often a question someone never asked. This opening installment introduces The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public, by Frederick M. Lehrer.…

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Key Takeaways
  • Before a subpoena, an investigation, or a costly disclosure failure, there is often a question someone never asked.
  • This opening installment introduces The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public, by Frederick M.
  • Lehrer is a securities and corporate finance attorney who spent nine years in the SEC’s Division of Enforcement.
  • During three of those years, he also served as a Special Assistant United States Attorney in the Southern District of Florida.
  • His more than twenty-five years in private practice include advising issuers on capital raising, going-public transactions, SEC reporting, and disclosure compliance.

Full Transcript

Before a subpoena, an investigation, or a costly disclosure failure, there is often a question someone never asked.

This opening installment introduces The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public, by Frederick M. Lehrer.

“The Call That Didn’t Happen” explores how seemingly routine decisions can create lasting consequences: leaving a material development undisclosed, discussing a private offering publicly, signing financing terms without understanding the dilution, or paying a stock promoter without reviewing the message.

Written for founders, executives, directors, in-house lawyers, and their advisors, the introduction establishes the book’s central perspective: learn to read your company’s disclosures the way a regulator would—before a regulator does.

Author bio

Frederick M. Lehrer is a securities and corporate finance attorney who spent nine years in the SEC’s Division of Enforcement. During three of those years, he also served as a Special Assistant United States Attorney in the Southern District of Florida. His more than twenty-five years in private practice include advising issuers on capital raising, going-public transactions, SEC reporting, and disclosure compliance.

Links

About Jason

Jason T Wade, also known as Jason AI Wade, is an AI Visibility strategist, founder of BackTier, and host of the AI Visibility Podcast. His work focuses on AI Visibility, Generative Engine Optimization, Answer Engine Optimization, entity authority, and the infrastructure behind machine-generated recommendations.

BackTier.com · JasonWade.comBio video

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

  1. 15 U.S.C. § 78o(a)(1) — Registration of brokers and dealers (Exchange Act § 15(a)(1)) — Cornell Legal Information Institute
  2. 15 U.S.C. § 78c(a)(5) — Definition of “dealer” (Exchange Act § 3(a)(5)) — Cornell Legal Information Institute
  3. 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
  4. SEC Investor Guide: Microcap Stock — dilutive financing and market risks — U.S. Securities and Exchange Commission
  5. 17 C.F.R. § 229.303 — Item 303, Management’s Discussion and Analysis (liquidity and dilution disclosure) — Electronic Code of Federal Regulations
  6. 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.

Further Reading

Email Fred Directly(561) 706-7646