Legal documents and compliance materials representing SEC filing and securities disclosure practice

Practice Areas

Issuer-side securities counsel across the full compliance lifecycle for technology, AI, crypto, cannabis, and luxury companies.

Every engagement begins with the same fundamental question: what does the SEC expect to see in your disclosure, and what are the enforcement consequences if it is missing, incomplete, or misleading? The practice areas below reflect over three decades of enforcement-informed securities counsel applied across industries where regulatory scrutiny is most intense.

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Securities & SEC Compliance

Ongoing securities compliance is the core of this practice and the area where the enforcement perspective provides the most direct, tangible value to issuers. Public companies operating under the Securities Exchange Act of 1934 have continuous disclosure obligations that are not optional, not negotiable, and not forgiving of neglect or inadequacy.

The consequences of deficient reporting range from SEC Division of Corporation Finance comment letters, which require detailed responses and may necessitate amended filings, to formal enforcement proceedings by the Division of Enforcement, trading suspensions under Section 12(k) of the Exchange Act, administrative proceedings for failure to file, and personal liability for officers and directors who certify filings under Sarbanes-Oxley Sections 302 and 906. In industries like cannabis, AI, and cryptocurrency, where the SEC applies heightened scrutiny, the margin for disclosure error is especially narrow.

As a former SEC Division of Enforcement Staff Attorney, Frederick M. Lehrer brings direct institutional knowledge of how the SEC staff reviews filings, what disclosure patterns trigger comment letters and potential enforcement referrals, and how to structure compliance processes that anticipate regulatory scrutiny rather than react to it.

Annual reports on Form 10-K including MD&A, financial statements, risk factors, and business descriptions that satisfy SEC disclosure requirements and anticipate staff review
Quarterly reports on Form 10-Q with interim financial statement review, updated risk factors, and management discussion that maintains consistency with annual disclosure
Current reports on Form 8-K for material events including executive changes, material agreements, financial restatements, asset acquisitions, and other triggering events under the applicable items
Proxy statements and information statements on Schedule 14A and 14C for annual meetings, special meetings, director elections, and shareholder actions requiring disclosure and solicitation compliance
SEC Division of Corporation Finance comment letter responses and negotiations, including analysis of staff concerns, response strategy, and coordination of amended filings when required
Section 16 compliance and insider reporting on Forms 3, 4, and 5 for officers, directors, and beneficial owners subject to short-swing profit rules and reporting obligations
Regulation FD compliance including policies and procedures for fair disclosure, assessment of selective disclosure risk, and guidance on Reg FD implications for earnings calls and investor communications
Sarbanes-Oxley Act compliance guidance for smaller reporting companies including internal control assessments, CEO/CFO certification requirements, and disclosure controls and procedures
Securities law opinions for registration statements, exemption reliance, restricted stock legend removal, and transactions requiring legal opinion letters under applicable professional standards
No-action letter analysis and requests for SEC staff guidance on novel compliance questions, particularly in emerging industries where regulatory precedent is limited
Form D filings for Regulation D private placement exemptions, Form 8-A registration statements under Section 12 of the Exchange Act, and OTC Markets quarterly and annual report preparation and review
SEC-compliant disclosure review for press releases, investor presentations, earnings calls, and public communications to ensure consistency with filed disclosure and Regulation FD compliance

Going Public & Capital Markets

Financial market data visualization representing capital markets transactions, IPO registration, and securities offerings

Taking a company public is a transformative legal event with permanent compliance implications that extend far beyond the initial registration process. Whether a company pursues a traditional IPO through an S-1 registration statement, a Form 10 registration to become an Exchange Act reporting company, a Regulation A or Regulation A+ offering for smaller issuers, or an alternative path to public markets, the decisions made during the initial filing shape every subsequent reporting obligation, risk factor update, and material event disclosure for the life of the company as a public entity.

For companies in emerging industries, the going-public process carries additional layers of complexity. Cannabis companies must address federal illegality in their initial registration in a manner that will serve as the foundation for all subsequent disclosure. AI and technology companies must establish disclosure frameworks for their technology capabilities that are accurate today and sustainable as the technology evolves. Cryptocurrency issuers must navigate the Howey test analysis in their registration and establish disclosure practices for an asset class where the regulatory framework is still being defined.

S-1 registration statements for initial public offerings and direct public offerings, including full prospectus drafting, SEC staff review coordination, and compliance with Securities Act disclosure requirements
Form 10 registration for Exchange Act reporting companies seeking to become SEC reporting companies without a simultaneous securities offering, including the strategic evaluation of Form 10 versus S-1 alternatives
Regulation A and Regulation A+ offerings for Tier 1 (up to $20 million) and Tier 2 (up to $75 million) public offerings with simplified registration requirements, including Form 1-A preparation and SEC qualification
Regulation D private placements under Rule 506(b) and Rule 506(c) including compliance with accredited investor verification requirements, general solicitation restrictions, and integration analysis
OTC Markets applications for OTCQB and OTCQX listings, including initial qualification, ongoing compliance with OTC Markets disclosure standards, and annual certification requirements
Reverse merger transactions and shell company compliance, including due diligence on shell company status, super Form 8-K filing requirements, and the regulatory implications of reverse merger structures for subsequent capital raising
S-3 and S-8 registration statements for shelf offerings and employee benefit plan registrations for companies that have been reporting under the Exchange Act for the required period
FINRA corporate action filings for name changes, reverse stock splits, and other corporate events that require FINRA review and processing before market maker activity can resume
DTC eligibility applications and coordination with the Depository Trust Company for securities clearance and settlement, which is essential for practical market trading
Strategic evaluation of registration path options including comparative analysis of timing, cost, disclosure requirements, and long-term regulatory implications of each approach

Corporate & Transactional Securities

Corporate transactions involving securities-registered entities carry additional layers of regulatory complexity that general corporate counsel frequently overlooks because the securities law overlay is not part of their daily practice. Private placements under Regulation D and Rule 506 must be meticulously structured to comply with applicable exemptions, avoid integration with other offerings, and create defensible documentation of the exemption requirements.

For companies in regulated industries, transactional work carries additional considerations. Cannabis company M&A activity must address state licensing transfer requirements, federal enforcement risk disclosure, and the securities implications of combining entities that operate in federally prohibited activities. AI company acquisitions must evaluate intellectual property ownership, data governance compliance, and the disclosure implications of technology capability representations. Cryptocurrency entity transactions must consider token classification, regulatory status of digital assets, and the potential securities law implications of corporate restructuring involving digital asset holdings.

Private placement memoranda drafting with securities law compliance, risk factor disclosure, use of proceeds, management discussion, and financial statement presentation requirements for Regulation D and other exempt offerings
Subscription agreements and investor questionnaires structured to document compliance with applicable exemptions, verify investor qualifications, and create defensible records of the offering process
Board governance documentation including committee charters for audit, compensation, and nominating/governance committees that satisfy both SEC rules and stock exchange listing standards
Mergers and acquisitions due diligence focused on securities law compliance, including review of the target's SEC filing history, disclosure adequacy, pending comment letters, and potential enforcement exposure
Corporate restructuring with securities law implications including holding company formations, subsidiary reorganizations, and structural changes that trigger SEC filing obligations or affect an issuer's registration status
Beneficial ownership reporting on Schedules 13D and 13G for significant shareholders, including analysis of group formation, passive versus active investor status, and material change reporting requirements
Change of control transactions and going-private transactions under Rule 13e-3, including the fairness disclosure requirements, independent valuation considerations, and SEC review of going-private filings
Operating agreements and shareholder agreements for entities that intersect with federal securities registration requirements, ensuring that governance provisions are consistent with SEC reporting obligations
Securities purchase agreements, investment-banking agreements, investor-relations agreements, joint-venture and sponsor agreements, and debt agreements with securities law compliance implications
Blue-sky law compliance analysis and coordination with state securities regulators for offerings, registrations, and exemptions that require state-level filings in addition to federal SEC requirements

Emerging & Regulated Industries: Cannabis, AI, Crypto, Luxury & Technology

Companies operating in industries subject to heightened regulatory scrutiny face compounded disclosure obligations at the intersection of standard SEC reporting requirements and sector-specific regulation. These are not industries where boilerplate risk factors and generic disclosure language are sufficient. Each sector creates its own unique set of disclosure challenges that require specialized securities counsel with direct knowledge of both the SEC compliance framework and the industry-specific regulatory landscape.

Cannabis leaf representing cannabis industry securities law compliance and SEC disclosure

Cannabis, Hemp & CBD Securities Compliance

Cannabis companies that file with the SEC face a legal paradox unique in American securities law: they must provide full and accurate disclosure about business operations that remain federally illegal under the Controlled Substances Act, regardless of state-level legalization, voter referenda, or evolving public policy sentiment. This is not a theoretical concern. It is the defining characteristic of cannabis securities disclosure, and it creates risk factor obligations, revenue recognition questions, banking limitation disclosures, going concern considerations, and potential criminal exposure disclosures that have no parallel in any other industry.

The SEC expects cannabis issuers to disclose the specific federal laws they are violating, the potential consequences of federal enforcement action, the limitations on banking services and capital access created by federal illegality, the impact of IRC Section 280E on their effective tax rate and cash flow, the risk of federal forfeiture of assets used in connection with controlled substance activities, and the potential impact on the company's ability to continue as a going concern if federal enforcement policy changes. Inadequate disclosure in any of these areas creates enforcement risk that compounds with every subsequent filing.

Frederick M. Lehrer has experience advising cannabis, hemp, and CBD issuers on the precise disclosure language required to satisfy these obligations while providing investors with the accurate, complete picture of regulatory risk that federal securities law demands.

Neural network visualization representing AI and machine learning company SEC compliance and securities disclosure

Artificial Intelligence & Technology Company Securities

Artificial intelligence companies represent one of the most significant and rapidly growing categories of securities issuers in the public markets. Companies developing AI, machine learning, natural language processing, computer vision, autonomous systems, and data analytics platforms face a set of SEC disclosure challenges that are both emerging and fundamentally different from traditional technology company disclosure.

The primary disclosure risk for AI companies is the gap between marketing language about AI capabilities and the precise, conservative disclosure required by federal securities law. An AI company's website may describe its technology in aspirational terms, but its Form 10-K must accurately represent the current state of the technology, the limitations of its algorithms, the data governance and privacy frameworks in place, the intellectual property ownership structure, the competitive landscape, and the regulatory risks created by the rapidly evolving AI oversight environment. Data governance risks, algorithmic bias liability, EU AI Act compliance implications for international operations, and the potential for regulatory classification of AI systems all create disclosure obligations that are not covered by boilerplate technology risk factors.

The firm advises AI and technology issuers on structuring their SEC filings to accurately represent their technology, business model, and regulatory risk profile in a manner that satisfies disclosure requirements while protecting against the specific forms of enforcement scrutiny that the SEC is increasingly applying to AI company filings.

Blockchain network visualization representing cryptocurrency and digital asset securities law compliance

Cryptocurrency, Blockchain & Digital Asset Securities

The cryptocurrency and digital asset industry operates in an environment of profound regulatory uncertainty that creates existential securities law risk for issuers. The foundational question for every token issuer, blockchain company, DeFi protocol, and digital asset platform is whether their token or digital asset constitutes a security under the Supreme Court's Howey test framework as applied through decades of SEC enforcement actions, no-action letters, and judicial decisions.

If a digital asset is a security, the full apparatus of federal securities registration, disclosure, and compliance requirements applies. If the analysis is wrong, the consequences include SEC enforcement action for unregistered securities offering, investor rescission rights under Section 12(a)(1) of the Securities Act, potential criminal referral to the Department of Justice, and the destruction of the issuer's market position and investor confidence. Beyond the Howey test analysis, digital asset issuers face BSA/AML compliance obligations, custody and safeguarding disclosure requirements, exchange listing risk factors, smart contract security disclosures, and the evolving jurisdictional claims of the SEC, CFTC, FinCEN, and state securities regulators.

The firm advises cryptocurrency and blockchain issuers on registration obligations, token offering compliance, ongoing disclosure requirements, and the defensive disclosure strategies necessary to operate in this rapidly shifting regulatory environment.

Executive boardroom representing luxury technology, gaming, and EV company securities compliance

Luxury, Gaming, EV & Regulated Technology

Companies operating at the intersection of luxury markets, gaming, electric vehicles, autonomous technology, and regulated technology verticals face compounded compliance requirements that overlay standard SEC reporting obligations with sector-specific regulatory frameworks that create additional disclosure obligations, enforcement risks, and compliance requirements.

Luxury brands entering public markets must navigate brand valuation disclosure, intellectual property portfolio representation, international regulatory compliance across multiple jurisdictions, and the unique market dynamics of premium consumer products. Gaming companies face state-by-state licensing requirements, anti-money laundering compliance obligations, responsible gaming disclosures, and evolving online gaming regulatory frameworks. Electric vehicle and autonomous technology companies must disclose the regulatory status of their technology, environmental credit dependencies, supply chain risks, and the gap between development-stage technology and commercial viability that investors and the SEC staff evaluate closely.

Each of these industries requires securities counsel who understands not just the SEC reporting framework, but the specific regulatory overlay that creates additional disclosure obligations the SEC staff will focus on during their review of the company's filings.

Experienced securities counsel for the industries the SEC watches most closely.

If your company operates in AI, cryptocurrency, cannabis, luxury technology, gaming, or any sector facing heightened regulatory scrutiny, the time to engage specialized securities counsel is before the SEC asks questions.

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