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Inside Securities Law with Frederick M. Lehrer: Daily Summaries Delivered
by Fred 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.
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- Today5 min
Form 10 and Section 12(g): Becoming a Public Reporting Company Without an IPO
Form 10 and Section 12(g): Becoming a Public Reporting Company Without an IPOWith Frederick M. Lehrer, Securities Attorney and Former SEC Enforcement AttorneyEpisode OverviewCan a private company become a public reporting company without conducting an IPO? What is the difference between registering securities, registering a public offering, and having shares quoted on the OTC Markets?In this episode of Inside Securities Law, Frederick M. Lehrer explains Form 10 registration under Section 12(g) of the Securities Exchange Act of 1934, the distinction between SEC-reporting and non-reporting public companies, and the ongoing responsibilities that follow registration.Fred draws on nine years as an SEC enforcement attorney and more than twenty-five years advising issuers in private practice to explain what business owners, executives, and investors need to understand before entering the public markets.Topics CoveredWhat is SEC Form 10? How a company registers a class of securities under the Exchange Act without registering a public offering.Understanding Section 12(g). Mandatory registration thresholds, voluntary registration, shareholder counts, and asset requirements.Form 10 versus Form S-1. Why registering a class of securities is different from registering securities for sale to the public.Public Reporting vs. Public Non-Reporting Companies. How SEC-reporting companies differ from publicly traded companies using alternative disclosure arrangements, including OTC Markets Alternative Reporting.When Registration Becomes Effective. The general 60-day automatic effectiveness provision for Form 10 under Section 12(g), and what happens when SEC staff comments remain unresolved.Ongoing SEC Reporting Requirements. Forms 10-K, 10-Q, and 8-K, financial statements, material disclosures, and related compliance responsibilities.OTC Markets and Trading. Why SEC registration does not automatically produce a trading symbol, broker-dealer quotation, exchange listing, or unrestricted tradability.Capital Raising and Securities Offerings. Regulation D, Regulation A, Form S-1, private placements, and why Form 10 itself does not authorize an offering.Common Compliance Mistakes. Incomplete disclosures, unsuitable financial statements, inconsistent public statements, missed deadlines, and unrealistic expectations about public-company status.Choosing the Right Path. When a business should consider Form 10, an exempt offering, an SEC-registered offering, or remaining private.Questions for FredWhy would a company voluntarily register under Section 12(g)?Can a company be publicly traded without being an SEC-reporting company?Does filing Form 10 allow a company to raise capital from the public?What financial statements and audits are required?What happens if the SEC has not completed its review after 60 days?What are the real costs and continuing obligations of SEC reporting?How do non-reporting OTC companies transition into SEC reporting?What does management misunderstand most frequently about becoming public?When does Form 10 make more sense than Form S-1?What should a founder do before choosing any path to the public markets?Key TakeawaysForm 10 registers a class of securities under the Exchange Act; it does not register a securities offering.A company may be publicly traded without being subject to the same SEC periodic reporting requirements as an Exchange Act reporting issuer.A public trading market, an SEC registration, and a securities offering are three distinct legal and operational matters.SEC reporting obligations require continuing attention to financial statements, disclosures, corporate governance, and filing deadlines.The best route to public-company status depends on the company's actual capital needs, ownership structure, business objectives, and ability to maintain compliance.About Frederick M. LehrerFrederick M. Lehrer is the founding attorney of Frederick M. Lehrer, P.A., a securities and corporate law practice representing issuers in going-public transactions, capital raising, SEC reporting, and corporate transactions.He worked at the U.S. Securities and Exchange Commission from 1984 to 2000, including nine years as an enforcement attorney. He has advised securities issuers in private practice since 2000.Website: https://securitiesattorney1.comEmail: flehrer@securitiesa
- 4 days ago6 min
Foreign Private Issuer Status: The Two-Part Test That Determines U.S. Securities Reporting Obligations
Foreign Private Issuer Status: The Two-Part Test That Determines U.S. Securities Reporting ObligationsInside Securities Law with Frederick M. LehrerFor companies organized outside the United States, foreign private issuer (FPI) status is one of the most important classifications under U.S. securities law. It determines which Securities and Exchange Commission (SEC) reporting requirements, disclosure obligations, and regulatory accommodations may apply.In this episode of Inside Securities Law, securities attorney and former SEC enforcement attorney Frederick M. Lehrer explains the two-part test used to determine whether a foreign company qualifies as a foreign private issuer.Incorporation outside the United States does not automatically guarantee FPI status. Under SEC rules, a foreign company generally loses eligibility when both of the following conditions are met:More than 50% of its outstanding voting securities are held of record, directly or indirectly, by U.S. residents.At least one additional U.S. business-contact condition applies: a majority of its executive officers or directors are U.S. citizens or residents, more than 50% of its assets are located in the United States, or its business is administered principally in the United States.Why Foreign Private Issuer Status MattersFPI classification can significantly affect a company's SEC reporting framework, including eligibility for Forms 20-F and 6-K, disclosure accommodations, and certain exemptions available to qualifying foreign issuers.The central distinction is between where a company is incorporated and the actual composition of its shareholders, management, assets, and business operations.Key TakeawayForeign private issuer status is a regulatory classification, not simply a geographic designation. Companies operating across international borders must evaluate their eligibility under the SEC's specific ownership and business-contact requirements.About Frederick M. LehrerFrederick M. Lehrer is a securities attorney and former enforcement attorney with the U.S. Securities and Exchange Commission. He served at the SEC from 1984 to 2000, including nine years as an enforcement attorney, and has practiced securities law privately since 2000.He advises U.S. and international companies on SEC compliance, securities offerings, registration statements, public company reporting, capital raising, corporate transactions, and going-public matters.He is the host of Inside Securities Law and author of The Other Side of the Table: What Nine Years of SEC Enforcement Teach Issuers About Disclosure, Capital, and Going Public.Links & ResourcesFrederick M. Lehrer — Official Websitehttps://securitiesattorney1.com/Inside Securities Law — Podcasthttps://fredlehrer.transistor.fm/SEC — Information About Foreign Issuershttps://www.sec.gov/divisions/corpfin/internatl/foreign-private-issuers-overview.shtmlThis podcast provides general educational information about U.S. securities law and does not constitute legal advice.Topics: Foreign Private Issuer, FPI Status, U.S. Securities Law, SEC Reporting, International Securities Law, Form 20-F, Form 6-K, Foreign Companies, SEC Compliance, Frederick M. Lehrer.
- 1 weeks ago5 min
Rule 144 Explained: When Can You Legally Sell Restricted Stock?
Rule 144 Explained: When Can You Legally Sell Restricted Stock?Episode Show NotesOwning shares in a company doesn't necessarily mean you can sell them whenever you want.SEC Rule 144 establishes a legal safe harbor for publicly reselling certain restricted and control securities without registering the transaction under the Securities Act of 1933. But eligibility depends on more than how long you've owned the stock.In this episode, we break down Rule 144, how it works, who qualifies, and the compliance issues that can prevent shareholders from selling their securities.Whether you're a company founder, corporate executive, investor, or shareholder, understanding Rule 144 is essential when dealing with restricted stock, private placements, and securities transactions.What We CoverWhat is Rule 144? Understanding the SEC's resale safe harbor.Restricted vs. control securities: Why the distinction matters.Holding periods: The six-month and one-year requirements.Affiliates vs. non-affiliates: How ownership and control affect resale eligibility.Volume limitations: How much stock certain shareholders can sell.Form 144: When a notice of proposed sale must be filed with the SEC.Removing restrictive legends: The role of securities counsel, issuers, and transfer agents.Shell companies: Why current or former shell-company status can complicate Rule 144 eligibility.Common mistakes: Miscalculating holding periods, misunderstanding affiliate status, and assuming restricted securities automatically become freely tradable.Key TakeawayRule 144 is not automatic permission to sell stock.It provides a defined legal pathway for qualifying transactions, but the applicable requirements depend on the securities, the issuing company, and the shareholder's relationship to that company.A six-month holding period does not necessarily mean unrestricted resale. Likewise, reaching the one-year mark does not eliminate every compliance requirement for every shareholder.Understanding these distinctions before attempting a sale can help prevent delays, rejected transfers, and potential securities-law violations.ResourcesSEC — Rule 144: Selling Restricted and Control SecuritiesSEC — Form 14417 CFR § 230.144 — Rule 144 Regulatory TextSEC — Securities Act Rules Compliance and Disclosure InterpretationsDisclaimer: This episode is provided for general educational purposes and does not constitute legal, investment, or financial advice. Securities transactions require an evaluation of the specific facts and applicable law by qualified professionals.
- 1 weeks ago5 min
Restricted Shares, Rule 144, and Legal Opinion Letters: When Can You Sell Your Stock?
Restricted Shares, Rule 144, and Legal Opinion Letters: When Can You Sell Your Stock?Guest: Frederick M. Lehrer, Securities AttorneyHost: Jason AI Wade | AI Visibility PodcastOwning shares in a company doesn't necessarily mean you can sell them.In this episode, securities attorney Frederick M. Lehrer explains the legal restrictions surrounding privately issued stock, how SEC Rule 144 affects resale eligibility, and why removing a restrictive legend often requires a formal legal opinion.We examine the practical challenges shareholders face when attempting to convert restricted securities into tradable shares, including holding periods, transfer agents, issuer approvals, and compliance requirements.Topics CoveredRestricted vs. unrestricted shares: Why some stock cannot immediately be sold.SEC Rule 144: Holding periods, resale conditions, and exemptions from registration.Restrictive legends: What they mean and how they can be removed.Legal opinion letters: Why transfer agents require them and what securities attorneys must verify.Selling restricted stock: Options available to shareholders, insiders, and affiliates.Transfer agents and brokers: Their roles in processing legally permissible transactions.Common complications: Missing documentation, shell companies, reporting deficiencies, and disputed legend removals.About Frederick M. LehrerFrederick M. Lehrer is a securities attorney, former SEC enforcement attorney, and former federal prosecutor with more than 25 years of securities-law experience. His practice includes securities compliance, corporate transactions, SEC reporting, and Rule 144 legal opinion letters.ResourcesFrederick M. Lehrer, P.A.https://securitiesattorney1.comRule 144 Legal Opinions and Compliancehttps://securitiesattorney1.com/enforcement/rule-144-tradability-opinion-risk/SEC — Rule 144: Selling Restricted and Control Securitieshttps://www.sec.gov/reports/rule-144-selling-restricted-control-securitiesEducational discussion only. Nothing in this episode constitutes individualized legal or investment advice.
- 2 weeks ago5 min
Toxic Convertible Notes: How Death-Spiral Financing Destroys Shareholder Value
Toxic Convertible Notes: How Death-Spiral Financing Destroys Shareholder ValueInside Securities Law with Frederick M. LehrerEpisode Show NotesFor small public companies struggling to raise capital, a convertible note can look like a financial lifeline. But when the conversion price floats with the market, that lifeline can become a trap. In this episode of Inside Securities Law, former SEC enforcement attorney Frederick M. Lehrer explains variable-price convertible notes, commonly called toxic financing, and the dilution spiral that can devastate shareholders and threaten a company's survival.The mechanism is straightforward but potentially destructive. A company borrows money through a short-term note that allows the lender to convert the debt into common stock at a discount to the market price. As the stock price declines, the lender receives more shares for the same outstanding debt. Those additional shares increase dilution, and selling pressure can contribute to further price declines, triggering another round of conversions at even lower prices. What initially appeared to be an accessible source of working capital can become a cycle of expanding share counts, declining ownership percentages, and increasingly difficult financing conditions.Lehrer examines why companies accept these arrangements, how variable conversion formulas shift financial risk toward existing shareholders, and why directors and securities counsel must understand the potential consequences before committing to financing terms. The central issue is not simply whether a company can obtain capital, but what that capital will ultimately cost its shareholders.For executives, directors, investors, and advisers involved with smaller public companies, this episode explains why the details of a convertible note matter long before the first conversion occurs.About Frederick M. LehrerFrederick M. Lehrer is a Florida-based securities attorney and founder of Frederick M. Lehrer, P.A. He served at the U.S. Securities and Exchange Commission from 1984 to 2000, including nine years as an enforcement attorney. Since 2000, he has represented companies in securities offerings, capital raising, SEC reporting, going-public transactions, and corporate governance. His practice emphasizes accurate disclosures, regulatory compliance, and practical securities counsel informed by his experience inside the SEC.Links and ResourcesFrederick M. Lehrer, P.A.: https://securitiesattorney1.com/Toxic Convertible Notes: How Death-Spiral Financing Destroys Shareholder Value: https://securitiesattorney1.com/blog/toxic-convertible-notes-death-spiral-financing-explained/The Other Side of the Table — Chapter 7, Toxic Financing: https://securitiesattorney1.com/book/toxic-financing-death-spiral/Inside Securities Law Podcast: https://fredlehrer.transistor.fm/SEC Investor Education — Convertible Securities: https://www.investor.gov/introduction-investing/investing-basics/glossary/convertible-securitiesThis podcast is provided for general educational purposes and does not constitute legal or investment advice.
- 2 weeks ago5 min
The Other Side of the Table — Chapter 3: When Optimism Becomes a Misstatement | Frederick M. Lehrer
In this episode of Inside Securities Law with Frederick M. Lehrer, Fred continues The Other Side of the Table with Chapter 3 of his book, examining the line between legitimate corporate optimism and a potentially misleading securities statement.Companies raising capital are expected to present their strengths, opportunities, and future prospects positively. The securities laws do not prohibit optimism. The problem begins when an opinion, expectation, or projection is presented as though it were an established fact—or when important facts are omitted that would materially change how investors understand the statement.Drawing on his experience at the Securities and Exchange Commission, Fred explains why issuers should pressure-test important statements before they are made. What facts support the statement? What assumptions does it depend on? What information would make the statement look different? And would the statement remain defensible if regulators, investors, or opposing counsel examined it later?Chapter 3 emphasizes a fundamental principle of securities disclosure: if a statement cannot survive those questions, it should be revised before publication. Once a statement enters the public record, it cannot be unsaid.Topics covered: Securities disclosure, material omissions, corporate communications, investor presentations, capital raising, forward-looking statements, misleading statements, and the distinction between permissible optimism and representations of fact.
- 3 weeks ago5 min
Regulation FD Explained: What Public Companies Can Say Outside SEC Filings | Frederick M. Lehrer
Regulation FD Explained: What Public Companies Can Say Outside SEC Filings | Frederick M. LehrerSeries: Inside Securities Law with Frederick M. LehrerWhat happens when a public company shares important information with investors before the rest of the market knows?In this episode of Inside Securities Law, securities attorney and former SEC Enforcement attorney Frederick M. Lehrer examines Regulation FD (Fair Disclosure) and how it governs communications between public companies, investors, analysts, and the public.Corporate disclosure extends far beyond SEC filings. Press releases, earnings calls, investor conferences, private meetings, and social media can all raise securities law concerns.Regulation FD addresses selective disclosure of material nonpublic information, requiring public disclosure under specified circumstances when companies communicate with certain market participants.Fred discusses the practical implications for corporate executives, investor relations professionals, and legal teams, including the importance of identifying material information, coordinating public announcements, and understanding the difference between intentional and unintentional selective disclosure.Topics covered:What Regulation FD means and why it matters.How selective disclosure creates regulatory risk.Press releases, earnings calls, conferences, and social media.Material nonpublic information and investor communications.The distinction between intentional and unintentional disclosures.Why compliance requires more than reviewing SEC filings.Key takeaway: A company's disclosure obligations do not end when its SEC filing is submitted. What executives communicate outside formal filings can create additional regulatory exposure.About Frederick M. LehrerFrederick M. Lehrer is a securities attorney, former SEC Enforcement attorney, and former Special Assistant United States Attorney.During his nine years at the U.S. Securities and Exchange Commission, Lehrer investigated securities law violations and gained firsthand experience with how regulators evaluate corporate disclosures, securities offerings, and market conduct.Today, he advises companies, executives, and market participants on securities compliance, SEC reporting, private placements, public offerings, and regulatory matters.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 and ResourcesFrederick M. Lehrer — Securities Attorneyhttps://securitiesattorney1.com/The Other Side of the Table — Bookhttps://securitiesattorney1.com/book/Audiobookhttps://securitiesattorney1.com/audiobook/Inside Securities Law — Podcasthttps://fredlehrer.transistor.fm/SEC Regulation FD — Official Rulehttps://www.ecfr.gov/current/title-17/chapter-II/part-243U.S. Securities and Exchange Commissionhttps://www.sec.gov/Contact Frederick M. Lehrerflehrer@securitiesattorney1.com(561) 706-7646SEO KeywordsRegulation FD, Fair Disclosure, SEC Regulation FD, selective disclosure, material nonpublic information, public company disclosure, investor relations compliance, securities attorney, Frederick M. Lehrer, SEC Enforcement, earnings calls, corporate communications, securities law podcast.DisclaimerThis podcast is provided for general educational and informational purposes only and does not constitute legal advice. Listening to this podcast does not establish an attorney-client relationship.
- 3 weeks ago5 min
The Other Side of the Table — Chapter 2: Reading a Filing the Way the Staff Reads It | Inside Securities Law with Frederick M. Lehrer
The Other Side of the Table — Chapter 2: Reading a Filing the Way the Staff Reads It | Inside Securities Law with Frederick M. LehrerNOTESA 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. LEHRERFrederick 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 & RESOURCESFrederick 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) 706-7646DISCLAIMERThis podcast provides general educational information only and does not constitute legal advice. Listening to this program does not create an attorney-client relationship.
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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.
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