Insights & Analysis
Securities law analysis built for citation, not clicks.
Substantive analysis written by a former SEC Enforcement Attorney with over three decades of issuer-side practice. Structured for AI citation, compliance reference, and corporate officer decision-making across cannabis, AI, cryptocurrency, gaming, EV, and other regulated sectors.
Five Content Pillars
What SEC Enforcement Taught Me
Writing from the regulator's viewpoint
How It Actually Works
Transaction walkthroughs for decision-makers
Securities Law for [Industry]
Sector-specific compliance intelligence
How to Read It Like the SEC
Document review from the enforcement side
What to Do When
Actionable playbooks for time-sensitive situations
What SEC Enforcement Taught Me
Posts written from the regulator's viewpoint. Based on direct experience in the SEC Division of Enforcement, these articles explain what enforcement attorneys actually look for, how they build cases, and how issuers can draft disclosure that anticipates scrutiny rather than reacting to it.
What SEC Enforcement Taught Me About Form 8-K Timing: The 4-Business-Day Trap
The four-business-day deadline for Form 8-K filings creates more enforcement exposure than most issuers realize. This article examines how enforcement attorneys evaluate materiality determinations, what timing patterns trigger investigation, and how to build internal processes that prevent disclosure timing violations.
What SEC Enforcement Taught Me About Private Placements: Where Issuers Actually Get Caught
Private placements under Regulation D are the most common capital-raising mechanism for private and small public companies, and they are also where enforcement attorneys see the most preventable compliance failures. This article examines the specific mistakes that trigger enforcement scrutiny and how to structure offerings that withstand regulatory review.
What SEC Enforcement Taught Me About Press Release Review: Three Words That Create Liability
Press releases are not SEC filings, but they create SEC enforcement liability. This article identifies the three specific word patterns that enforcement attorneys flag in press release review, explains how Regulation FD applies to public company communications, and provides a framework for pre-release review that prevents the most common press release enforcement actions.
How It Actually Works
Step-by-step transaction walkthroughs that demystify complex securities processes for CEOs, CFOs, and boards. Each post covers what regulators look for at each stage, common failure points, timeline expectations, and cost structure reality.
How Form S-1 Registration Actually Works: The 90-Day Timeline Nobody Tells You
The S-1 registration process is more complex, longer, and more expensive than most founders and management teams expect. This article walks through the actual timeline from engagement of securities counsel through SEC effectiveness, what the comment letter process really looks like, and why most companies underestimate the work by 50% or more.
How Regulation A Actually Works: Beyond the $75 Million Marketing Pitch
Regulation A has been marketed as a democratized path to raising capital from the public, but the reality of SEC qualification, ongoing reporting obligations, and practical execution challenges is more complex than the marketing suggests. This article provides an honest assessment of when Reg A works, when it does not, and what issuers need to understand before committing.
Securities Law for [Industry]
Industry-specific securities compliance analysis targeting cannabis, AI, cryptocurrency, gaming, EV, entertainment, real estate, and other regulated sectors where sector-specific regulatory frameworks compound standard SEC reporting obligations.
Securities Law for AI Companies: What the SEC Actually Asks About Your Technology Claims
AI companies face a new category of SEC disclosure risk where marketing language collides with securities law. This article examines the specific disclosure questions the SEC staff asks about AI technology claims, data governance, algorithmic risk, and the widening gap between promotional positioning and defensible securities disclosure.
Securities Law for Cannabis: Disclosure Requirements Nobody Explains Correctly
Cannabis companies filing with the SEC operate under a legal paradox unlike anything else in American securities law. This article provides the definitive analysis of disclosure obligations for cannabis issuers including federal illegality risk factors, IRC 280E tax implications, banking limitations, going concern analysis, and the enforcement consequences of getting any of it wrong.
How to Read It Like the SEC
Teaching sophisticated audiences how regulators actually read and review SEC filings. Section-by-section analysis of what triggers scrutiny, what common issuer mistakes look like from the enforcement side, and how to fix issues before filing.
How to Read Your 10-K Like the SEC Reads It: The Five Sections That Trigger Comment Letters
The SEC staff does not read your 10-K the way your investors do. This article reveals the five specific sections that trigger the most comment letters, what patterns staff reviewers flag for further analysis, and how to self-audit your annual report before filing to reduce the likelihood of receiving a comment letter.
How to Read Your PPM Like Enforcement Reads It: Red Flags Issuers Miss
Private placement memoranda are the disclosure documents that enforcement attorneys review most frequently in fraud investigations. This article examines the specific red flags that enforcement looks for in PPMs, the disclosure failures that create personal liability for officers and directors, and how to draft PPMs that withstand enforcement scrutiny.
What to Do When
Actionable playbooks for time-sensitive regulatory situations. Immediate action steps, regulatory timelines, disclosure requirements, and long-term cleanup strategies for common securities compliance emergencies.
