Episode 49 October 16, 2026 5:10 Full transcriptThe Other Side of the Table — Chapter 2: Reading a Filing the Way the Staff Reads It | Inside Securities Law with Frederick M. Lehrer
NOTES A disclosure can be technically accurate and still create a serious problem. In Chapter 2 of The Other Side of the Table, Frederick M. Lehrer explains how SEC staff approach a filing and why the perspective of the reviewer matters.…
What this episode covers
NOTES A disclosure can be technically accurate and still create a serious problem. In Chapter 2 of The Other Side of the Table, Frederick M. Lehrer explains how SEC staff approach a filing and why the perspective of the reviewer matters.…
- The Other Side of the Table — Chapter 2: Reading a Filing the Way the Staff Reads It | Inside Securities Law with Frederick M.
- Lehrer explains how SEC staff approach a filing and why the perspective of the reviewer matters.
- The lesson for issuers, executives, and securities professionals is straightforward: disclosure should not merely be defensible sentence by sentence.
- Lehrer is a securities attorney and former SEC Enforcement attorney who spent nine years at the U.S.
- This podcast provides general educational information only and does not constitute legal advice.
Full Transcript
The Other Side of the Table — Chapter 2: Reading a Filing the Way the Staff Reads It | Inside Securities Law with Frederick M. Lehrer
NOTES
A disclosure can be technically accurate and still create a serious problem.
In Chapter 2 of The Other Side of the Table, Frederick M. Lehrer explains how SEC staff approach a filing and why the perspective of the reviewer matters.
One of the most important principles is simple: framing a present fact as though it were merely a future possibility can create a misleading statement.
When Fred reviews a client's disclosure today, he reads it the way he was trained to read during his nine years in SEC Enforcement — looking beyond individual sentences to the overall impression the filing creates.
This chapter examines how regulators evaluate wording, context, omissions, qualifications, risk factors, and the difference between disclosing what might happen and acknowledging what has already happened.
The lesson for issuers, executives, and securities professionals is straightforward: disclosure should not merely be defensible sentence by sentence. It must accurately communicate the company's present reality.
ABOUT FREDERICK M. LEHRER
Frederick M. Lehrer is a securities attorney and former SEC Enforcement attorney who spent nine years at the U.S. Securities and Exchange Commission. He also served as a Special Assistant United States Attorney.
His practice focuses on securities law, public and private offerings, SEC reporting and disclosure, regulatory matters, corporate transactions, and helping companies understand how their decisions and filings may be viewed from the regulator's side of the table.
He is the author of The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public and host of Inside Securities Law with Frederick M. Lehrer.
LINKS & RESOURCES
Frederick M. Lehrer:https://securitiesattorney1.com/
The Other Side of the Table:https://securitiesattorney1.com/book/
Audiobook:https://securitiesattorney1.com/audiobook/
About Frederick M. Lehrer:https://securitiesattorney1.com/about/
Inside Securities Law with Frederick M. Lehrer:https://fredlehrer.transistor.fm/
U.S. Securities and Exchange Commission:https://www.sec.gov/
Contact:flehrer@securitiesattorney1.com(561) 706-7646
DISCLAIMER
This podcast provides general educational information only and does not constitute legal advice. Listening to this program does not create 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
- 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.