SEC Compliance Counsel
From a Former SEC Enforcement Attorney
Most SEC problems start long before anyone at the Commission is looking. A press release that gets ahead of the facts, a private offering that drifts outside its exemption, a 10-K risk factor that was true three years ago — these are compliance failures, and almost every one of them is cheaper to fix early than to explain later.
Frederick M. Lehrer was an attorney in the SEC's Division of Enforcement from 1991 to 2000. He now advises companies on the other side of that table: reviewing disclosure the way the staff will read it, keeping offerings inside their exemptions, and building simple, documented compliance habits. This is preventive counsel. Fred does not represent clients in SEC enforcement investigations or Wells proceedings.
Reading Your Disclosure the Way SEC Staff Will
Enforcement staff read filings, offering documents, websites, and press releases together. Inconsistency between them is often the first thing that draws attention: a revenue figure in an investor deck that never appears in the financial statements, a partnership described as 'strategic' that is a non-binding letter of intent, a risk factor that describes as hypothetical something that has already happened.
A compliance review compares those materials side by side, identifies statements that lack a documented reasonable basis, and fixes the language before it becomes the subject of a comment letter, an investor complaint, or a referral.
Keeping Private Offerings Inside Their Exemptions
Regulation D is forgiving on paper and unforgiving in practice. General solicitation during a Rule 506(b) raise, accredited investor verification that consists of a checkbox in a 506(c) raise, a late or missing Form D, an unregistered finder paid on a success fee, a covered person with a disqualifying history under Rule 506(d) — any one of these can cost the company its exemption.
Fred reviews the offering process itself, not just the documents: who is talking to investors, what they are saying, how investors are being verified, and whether the paper trail would hold up if the exemption were ever questioned.
Reporting, Insiders, and the Ongoing Obligations
For reporting companies, compliance is a calendar and a set of habits: timely 10-K, 10-Q, and 8-K filings; Section 16 reporting; insider trading policies and Rule 10b5-1 plans that actually work; Regulation FD discipline in investor calls and social media; and disclosure controls that someone actually runs.
Smaller reporting and OTC-quoted companies are where these habits most often break down, usually because the obligations outgrew the people managing them. A flat monthly arrangement gives management a securities lawyer to call before something goes out, not after.
What This Service Is — and Is Not
SEC compliance counsel is about prevention and remediation: finding and fixing disclosure and offering problems before they become enforcement matters. If your company has already received an SEC subpoena, a Wells notice, or a formal enforcement inquiry, you need enforcement defense counsel, and Fred will tell you so directly rather than take the matter.
What Fred brings to prevention is perspective. Nine years inside the Division of Enforcement is a long look at how cases start, what facts the staff looks for, and which compliance gaps turn into investigations.
| Area of Scrutiny | What the Staff Looks For |
|---|---|
| Inconsistent disclosure | Deck, website, press releases, and filings telling different stories |
| Stale risk factors | Hypothetical risks that have already materialized |
| General solicitation | Public promotion during a Rule 506(b) offering |
| Accredited verification | Rule 506(c) raises without documented verification steps |
| Unregistered finders | Success-fee compensation to people who are not registered brokers |
| Late or missing filings | Form D, 8-K, and Section 16 reports filed late or not at all |
| Insider trading controls | No working blackout policy or pre-clearance procedure |
| Regulation FD | Material information shared selectively with investors or online |
- Attorney, SEC Division of Enforcement, 1991–2000
- Disclosure and offering-document review for private and reporting companies
- Regulation D, Regulation A, and Rule 144 compliance counsel
- SEC comment letter responses and disclosure remediation
- Insider trading policies, Section 16 compliance, and Regulation FD guidance
Matters are described generally and without client-identifying detail. Prior results do not guarantee a similar outcome. A full list of representative matters is available on the case list.
SEC Compliance Counsel
- Private companies raising capital under Reg D or Reg A
- Smaller reporting and OTC-quoted companies managing ongoing SEC obligations
- Founders and boards who want an outside check before something goes public
- Companies that outgrew the compliance habits they started with
- Your investor deck says things your financial statements do not
- Someone is being paid a percentage to bring in investors
- Fundraising was mentioned publicly during a private offering
- Nobody is sure whether the last 8-K or Form D was filed on time
- Disclosure and offering-document review
- Reg D, Reg A, and reporting compliance checklists
- Insider trading policies and 10b5-1 plan review
- Comment letter responses and remediation
- 1. A direct conversation with Fred — no intake form
- 2. Review of your current documents and filings
- 3. Written scope and fee
- 4. Fixes, then ongoing access by phone or email
Ongoing compliance counsel is available on a flat monthly fee, with no hourly billing and no charge for quick questions. The next step is a confidential conversation with Frederick M. Lehrer about your facts and timeline — no forms, no intake queue.