Understanding Legal Specialization
What Is the Difference Between an SEC Lawyer and a Corporate Lawyer?
SEC lawyers and corporate lawyers serve different functions. Corporate lawyers handle entity formation, contracts, and governance. SEC lawyers handle securities registration, disclosure obligations, and regulatory compliance. The distinction matters because securities law mistakes carry regulatory consequences that corporate law practice does not typically address.
What Corporate Lawyers Do
Corporate lawyers advise companies on entity formation and structure, contracts and commercial agreements, corporate governance and board matters, employment issues, intellectual property, and general business operations. Their practice is broad and covers the legal needs of operating a business. When a company raises capital or becomes publicly traded, the legal requirements shift from general corporate law to the specialized domain of federal and state securities regulation.
What SEC Lawyers Do Differently
SEC lawyers specialize in the Securities Act of 1933, the Securities Exchange Act of 1934, and the rules and regulations of the SEC. Their work involves structuring securities offerings, preparing registration statements and offering documents, reviewing and filing periodic reports, responding to SEC comment letters, advising on insider trading restrictions, and defending against SEC enforcement actions. This work requires deep familiarity with SEC staff interpretive positions, no-action letters, and enforcement priorities that general corporate lawyers typically do not maintain.
Why the Distinction Matters
The consequences of securities law noncompliance are significantly more severe than typical corporate law issues. Securities violations can result in SEC enforcement actions, civil penalties, disgorgement of profits, officer and director bars, and criminal prosecution. Investors who purchase securities based on inadequate or misleading disclosure have private rights of action that can result in significant damage awards. These consequences make specialized securities counsel essential whenever a company is engaged in activities that trigger the securities laws.
Frequently Asked Questions
Can a corporate lawyer handle SEC filings?
A corporate lawyer can handle basic corporate matters, but SEC filings require specialized knowledge of securities regulations, disclosure requirements, and the enforcement patterns of the SEC. Most corporate lawyers refer SEC matters to securities specialists.
Do I need both a corporate lawyer and an SEC lawyer?
It depends on the complexity of your situation. For companies with active SEC reporting obligations or conducting capital raises, a securities attorney is essential. Some firms have attorneys who practice both corporate and securities law. For SEC-specific matters, specialized securities counsel provides the depth of knowledge required.
Questions about your specific situation?
Frederick M. Lehrer is a former SEC Enforcement Attorney with over 30 years of issuer-side securities law experience. All consultations are confidential. Flat-fee engagements.