Inside Securities Law with Frederick M. Lehrer

About Inside Securities Law with Frederick M. Lehrer

The Enforcement Mind with Frederick M. Lehrer is a securities law podcast built around one core advantage: perspective from inside the system. Before entering private practice, Frederick M. Lehrer served as an enforcement attorney with the U.S. Securities and Exchange Commission and as a Special Assistant United States Attorney, investigating and prosecuting securities law violations. This show translates that experience into how the SEC actually reviews disclosures, identifies risk, and decides when scrutiny becomes action. Each episode focuses on how filings are evaluated in practice—not theory—covering S-1 registration statements, ongoing reporting obligations, comment letters, enforcement triggers, and disclosure strategy for public and pre-public companies. This is not general legal commentary. It is a direct look at how regulatory decisions are made, and how companies can align their disclosures to withstand them.

Publisher

Fred Lehrer

Category

business · business

Language

en

Explicit

No

First episode

12 Apr 2026

Latest episode

11 Oct 2026

Latest episodes

25 episodes in the feed.

1. 

   11 Oct 2026

   The Call That Didn't Happen

   Notes: The Call That Didn't Happen Topic: Securities Enforcement, Disclosure & Preventable Legal Mistakes Opening premise: Nearly every securities enforcement matter the author worked on at the SEC had an earlier turning point—sometimes months or years before regulators became involved—when one phone call to qualified legal counsel might have changed the outcome. Key Talking Points: The missed phone call: Small decisions made without legal guidance can create substantial regulatory exposure. Material contracts: A CEO wasn't sure whether a new customer contract triggered an SEC Form 8-K disclosure obligation. Rather than asking counsel, the company didn't file. Fundraising and podcasts: An enthusiastic founder publicly discussed a capital raise without realizing that the offering's legal structure depended on restrictions concerning public solicitation. Unintentional violations: Securities problems can originate in uncertainty, poor communication, or a misunderstanding of regulatory obligations—not necessarily deliberate fraud. The critical moment: By the time regulators investigate, the opportunity for preventive legal advice may have passed. Organizational failure: Executives, founders, lawyers, and compliance personnel need clear procedures for escalating potentially material decisions. Important legal distinction: Not every material customer contract requires an 8-K filing, and not every public discussion of fundraising violates securities laws. The applicable requirements depend on the circumstances and offering structure. Core Message: The most consequential compliance failures often begin before anyone recognizes that a legal decision is being made. Takeaway: The expensive mistake wasn't necessarily the contract, the fundraising announcement, or the podcast appearance. It was proceeding without understanding the legal consequences. Central question: How many securities enforcement cases could have been prevented by one timely conversation?

2. 

   9 Oct 2026

   Mergers & Acquisitions: From the First Conversation to the Final SEC Filing

   Mergers & Acquisitions: From the First Conversation to the Final SEC Filing Inside Securities Law with Frederick M. Lehrer A merger or acquisition is more than a business transaction. For a public company, every stage raises questions about material information, disclosure obligations, regulatory compliance, and investor protection. In this episode, securities attorney and former SEC enforcement attorney Frederick M. Lehrer walks through the M&A process from the perspective of a public company's disclosure responsibilities. From initial discussions and negotiations to definitive agreements, due diligence, shareholder communications, closing, and final SEC filings, the episode examines when information may become material, what must be disclosed, and how companies can avoid costly mistakes. The discussion addresses Form 8-K reporting, transaction-related disclosures, the timing of public announcements, and the importance of maintaining an accurate disclosure record throughout the transaction. The central question: What does a public company need to disclose, when must it disclose it, and what happens when it gets that judgment wrong? Host Bio Frederick M. Lehrer is a securities attorney and former enforcement attorney with the U.S. Securities and Exchange Commission, where he served for nine years in the Division of Enforcement. He also served as a Special Assistant United States Attorney. With more than 25 years in private practice, Lehrer advises public and private companies on securities compliance, mergers and acquisitions, SEC reporting, corporate finance, registration statements, and going-public transactions. His practice emphasizes accurate, defensible disclosures informed by his experience investigating securities violations and evaluating corporate conduct from a regulatory perspective. Frederick M. Lehrer, P.A. (https://securitiesattorney1.com/about/?utm_source=chatgpt.com) Links & Resources Frederick M. Lehrer — Securities Attorney https://securitiesattorney1.com/ (https://securitiesattorney1.com/?utm_source=chatgpt.com) About Frederick M. Lehrer https://securitiesattorney1.com/about/ (https://securitiesattorney1.com/about/?utm_source=chatgpt.com) Inside Securities Law Podcast https://securitiesattorney1.com/podcast/ (https://securitiesattorney1.com/podcast/) Corporate Law & Mergers and Acquisitions https://securitiesattorney1.com/services/corporate-law/ (https://securitiesattorney1.com/services/corporate-law/?utm_source=chatgpt.com) The Other Side of the Table — Book https://securitiesattorney1.com/book/ (https://securitiesattorney1.com/book/?utm_source=chatgpt.com) Contact Fred flehrer@securitiesattorney1.com (mailto:flehrer@securitiesattorney1.com) (561) 706-7646 Disclaimer This podcast is provided for general educational and informational purposes only and does not constitute legal advice. Listening does not establish an attorney-client relationship. Suggested YouTube Title: Mergers & Acquisitions: What Public Companies Must Disclose to the SEC | Frederick M. Lehrer

3. 

   6 Oct 2026

   The Other Side of the Table — Full Audiobook | Frederick M. Lehrer

   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. 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.com (https://securitiesattorney1.com/) Biography: About Frederick M. Lehrer (https://securitiesattorney1.com/about/) Episodes and subscription options: Inside Securities Law with Frederick M. Lehrer (https://fredlehrer.transistor.fm/) Publications: Media & Publications (https://securitiesattorney1.com/media-publications/) Contact: flehrer@securitiesattorney1.com (mailto:flehrer@securitiesattorney1.com) For general educational purposes. This audiobook does not provide legal advice or establish an attorney-client relationship.

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Guest appearances

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