Frederick M. Lehrer, Esq.

Frederick M. Lehrer began his legal career as a Staff Attorney in the SEC Division of Enforcement, the division of the United States Securities and Exchange Commission responsible for investigating and prosecuting violations of the federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. This is the division that brings enforcement actions against companies and individuals for insider trading, accounting fraud, market manipulation, misleading disclosure, failure to file required reports, and other violations of the regulatory framework that governs public companies and securities offerings in the United States.

Working inside the Division of Enforcement provided Mr. Lehrer with direct, first-hand experience in how the SEC identifies regulatory deficiencies, evaluates disclosure practices, selects companies and filings for investigation, and builds enforcement cases. This included understanding the internal processes by which the Division of Corporation Finance refers concerns to the Division of Enforcement, how comment letter responses are evaluated for potential escalation, what patterns of disclosure failure create institutional concern within the Commission, and how the staff distinguishes between technical deficiencies and material misrepresentations that warrant formal proceedings.

The enforcement perspective is not something that can be replicated through private practice alone, regardless of how many years an attorney has been practicing securities law outside the Commission. Understanding how the SEC reads filings from the inside, what triggers further inquiry, where disclosure gaps create institutional risk, and how enforcement priorities shift across different industries and market conditions is foundational to the advisory work this firm provides. When Mr. Lehrer reviews a client's Form 10-K, he reads it the way the SEC staff reads it. That distinction matters.

Following his service at the SEC, Mr. Lehrer served as a Special Assistant United States Attorney in the Southern District of Florida, prosecuting federal securities-fraud and financial-crime matters. This role provided experience with the federal criminal justice system that reinforced a rigorous, evidence-based approach to legal analysis and deepened his understanding of the interplay between civil regulatory enforcement by the SEC and criminal prosecution by the Department of Justice in securities contexts.

The intersection of civil SEC enforcement and criminal prosecution is an area that many securities attorneys do not fully appreciate until their clients encounter it. Securities fraud can be both a civil violation subject to SEC administrative proceedings or civil injunctive actions and a federal criminal offense subject to prosecution under Title 18 of the United States Code. Understanding where that line exists, how federal prosecutors evaluate securities-related conduct for potential criminal referral, and how the disclosure decisions that issuers make during the registration and reporting process can create or mitigate criminal exposure is an important dimension of the compliance advice this firm provides.

This is particularly relevant for issuers in industries like cannabis, where the underlying business operations involve conduct that is federally illegal, and cryptocurrency, where token offerings may be deemed unregistered securities offerings subject to both civil and criminal enforcement. The dual enforcement perspective that Mr. Lehrer brings to compliance work helps issuers in these sectors understand not just what the SEC expects in their disclosure, but what the broader federal enforcement apparatus may evaluate if their disclosure is inadequate.

Since approximately 2000, Mr. Lehrer has maintained a private securities law practice focused exclusively on issuer-side advisory and transactional work. The practice covers the full lifecycle of securities compliance: from initial registration and going-public transactions through ongoing periodic reporting, material event disclosure, corporate governance, and the specialized compliance requirements that apply to issuers in regulated industries.

The firm works with public companies managing their ongoing SEC reporting obligations, pre-public companies preparing for S-1 or Form 10 registration, issuers conducting Regulation A and Regulation D offerings, companies applying for OTC Markets listing on the OTCQB or OTCQX, and entities engaged in reverse merger transactions, shell company compliance, and going-private transactions under Rule 13e-3.

The firm has developed particular depth in industries where securities law intersects with heightened regulatory scrutiny, including cannabis and CBD companies operating under federal illegality, artificial intelligence and machine learning companies facing emerging disclosure challenges, cryptocurrency and digital asset issuers navigating the Howey test and evolving SEC enforcement priorities, and luxury technology, gaming, electric vehicle, and other regulated technology companies subject to sector-specific compliance frameworks that overlay standard SEC reporting requirements.

This industry specialization is not incidental. These are the sectors where the consequences of inadequate disclosure are most severe, where the SEC staff is most likely to conduct detailed reviews, and where general corporate counsel most frequently falls short because the regulatory overlay requires specialized knowledge that most lawyers do not have.

This firm operates on a flat-fee basis for both ongoing compliance support and project-based engagements. The rationale is substantive, not merely economic: hourly billing creates a structural disincentive for clients to seek counsel early and often, which is precisely when securities guidance is most valuable and when compliance problems are cheapest to prevent.

In securities law, the cost of a disclosure deficiency discovered during the drafting process is measured in hours of revision and analysis. The cost of the same deficiency discovered in an SEC comment letter is measured in weeks of response preparation and potential amendment. The cost of that deficiency discovered in an enforcement investigation is measured in years of legal proceedings and potentially millions of dollars in penalties, disgorgement, and reputational damage.

Flat fees remove the hesitation that hourly billing creates. They make securities counsel accessible throughout the compliance cycle. They allow the firm to invest time in understanding the client's business, industry dynamics, and regulatory risk profile rather than tracking increments of attention. And they align the firm's economic interest with the client's regulatory interest: accurate, complete, defensible disclosure that satisfies SEC requirements and anticipates enforcement scrutiny.