Securities Fraud Risk
and Compliance Counsel

Most securities fraud cases do not begin with a plan to defraud anyone. They begin with optimism that outran the facts: a projection without a basis, a deal announced before it closed, a promoter paid to say things the company would never put in a filing. By the time those statements are in an SEC complaint, the cost of fixing them has multiplied.

Frederick M. Lehrer spent 1991 to 2000 as an attorney in the SEC's Division of Enforcement, watching how fraud cases are built. He now helps companies, founders, and boards find and fix the statements and practices that create fraud exposure — before they are written up by someone else. This is a prevention practice. Fred does not defend clients in SEC enforcement actions or securities fraud litigation.

How a Securities Fraud Case Actually Starts

Enforcement staff rarely start with intent. They start with a statement and a set of facts that contradict it: a press release about a contract, and the contract itself; a revenue claim, and the bank records; an announcement of a listing or an acquisition, and the trading and financing activity around it. Intent comes later, reconstructed from emails, timing, and who sold what.

That means the most useful fraud-prevention work is simple and concrete: making sure every material public statement has documentation behind it, and that the timing of announcements, financings, and insider sales would look innocent to someone reading them in hindsight.

A Fraud-Risk Review of Your Public Statements

Fred reviews offering memoranda, investor decks, websites, press releases, social media, and paid promotional material together, and flags statements that are unsupported, overstated, stale, or inconsistent with the company's own records. Each flagged statement gets a fix: better support, narrower wording, proper cautionary language, or removal.

For OTC-quoted companies, the review extends to stock promotion, investor relations contracts, convertible financing, and insider selling — the combination that the SEC has repeatedly charged as a pump-and-dump, even when management did not think of it that way.

Protecting Founders, Officers, and Directors

Individual liability follows signatures and statements. Officers who sign certifications, directors who approve offering documents, and founders who speak to investors each carry personal exposure. Practical controls — a disclosure committee, pre-clearance of public statements, a documented basis for projections, an insider trading policy that actually runs — reduce that exposure significantly.

Prevention, Not Defense

If you or your company are already the subject of an SEC investigation, a Wells notice, or a fraud lawsuit, you need enforcement defense or litigation counsel. Fred does not handle those matters and will say so plainly in the first conversation. If you want to make sure you never need that kind of lawyer, this is the right page.

• Attorney, SEC Division of Enforcement, 1991–2000
• Fraud-risk review of offering memoranda, decks, websites, and press releases
• Disclosure remediation for OTC-quoted and smaller reporting companies
• Insider trading policies and disclosure committee setup
• Author of The Other Side of the Table, on how the SEC reads issuers

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.

Fraud-risk reviews are quoted as a flat fee up front; ongoing pre-clearance is available on a flat monthly arrangement. The next step is a confidential conversation with Frederick M. Lehrer about your facts and timeline — no forms, no intake queue.