Former SEC Enforcement Attorney

Securities Counsel
for Companies
Going Public

SEC registration, ongoing reporting, and capital markets transactions for issuers in cannabis, AI, crypto, gaming, EV, and emerging sectors.

Clermont • Orlando • Florida • Worldwide

Frederick M. Lehrer, Esq.

The Enforcement Perspective

Why a former SEC Enforcement Attorney approaches compliance differently.

The distinction between securities counsel who has worked inside the SEC Division of Enforcement and securities counsel who has only worked outside it is not a matter of credentials on a letterhead. It is a fundamentally different way of reading disclosure, evaluating risk, and advising issuers on what to say, how to say it, and what the consequences are of saying it poorly or not at all.

When Frederick M. Lehrer served as a Staff Attorney in the SEC Division of Enforcement and subsequently as a Special Assistant United States Attorney in the Southern District of Florida, he investigated and prosecuted violations of federal securities laws and financial crimes. That experience provided direct, first-hand insight into how the Commission identifies regulatory deficiencies, how the Division of Corporation Finance selects filings for review and generates comment letters, and how enforcement investigations develop from initial inquiry through Wells notice and formal proceedings.

That perspective cannot be replicated through private practice alone. Understanding how the SEC reads filings from the inside allows this firm to draft disclosure that anticipates regulatory scrutiny rather than reacting to it.

Practice Areas

Focused exclusively on issuer-side securities law across technology, AI, crypto, cannabis, and luxury sectors.

Securities & SEC Compliance

Ongoing compliance is the foundation of every issuer's relationship with the SEC. Public companies operating under the Securities Exchange Act of 1934 have continuous disclosure obligations including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Form D filings, Form 8-A registration, proxy statements, OTC Markets reports, and insider reporting under Section 16.

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Going Public & Capital Markets

Taking a company public is a transformative legal event with permanent compliance implications. Whether through an S-1 registration statement for a traditional IPO, a Form 10 registration, a Regulation A or Regulation A+ offering, or a direct public offering, the registration process requires precisely drafted disclosure that will be reviewed by SEC staff and scrutinized by institutional investors.

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Corporate & Transactional

Corporate transactions involving securities-registered entities carry additional layers of regulatory complexity. Private placements under Regulation D and Rule 506 must be meticulously structured. Mergers and acquisitions trigger disclosure obligations including Form 8-K filings, proxy statement requirements, and beneficial ownership reporting.

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Emerging & Regulated Industries

Companies operating in industries subject to heightened regulatory scrutiny face compounded disclosure obligations. Cannabis, AI, cryptocurrency, gaming, electric vehicles, entertainment, real estate, and luxury technology verticals each face unique overlays that compound federal securities disclosure requirements.

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Industry-Specific Counsel

Deep expertise where securities law meets heightened regulatory scrutiny.

Artificial Intelligence & Machine Learning

AI companies must accurately disclose the current state of their technology without overpromising future capabilities. Data governance, algorithmic transparency, IP ownership, and the rapidly evolving regulatory landscape around AI oversight create disclosure obligations not covered by boilerplate risk factors.

Cryptocurrency, Blockchain & Digital Assets

The foundational question for every token issuer is whether their digital asset constitutes a security under the Howey test. If the analysis is wrong, the consequences include SEC enforcement action, investor rescission rights, and potential criminal liability.

Cannabis, Hemp & CBD Industries

Cannabis companies must provide full securities disclosure about operations that remain federally illegal. Risk factors must address federal prosecution risk, banking limitations under federal law, IRC Section 280E, state licensing, and going concern considerations.

Luxury, Gaming, EV, Entertainment & More

Companies at the intersection of luxury markets, gaming, electric vehicles, entertainment, real estate, telecommunications, lending, shipping, and nutraceuticals face compounded compliance requirements overlaying standard SEC reporting with sector-specific regulatory frameworks.

Client Fit

Clear about who we serve.

This firm is built for

Public Company Officers & Directors managing ongoing SEC reporting obligations
Pre-Public Companies & Founders preparing for S-1, Form 10, Regulation A, or OTC Markets
Cannabis & CBD Companies navigating federal illegality disclosure requirements
AI & Technology Companies facing emerging SEC disclosure challenges
Cryptocurrency & Digital Asset Issuers evaluating Howey test classification
Luxury, Gaming, EV & Regulated Tech companies with compounded compliance requirements
Compliance Officers & In-House Counsel seeking specialized outside securities counsel
Boards Evaluating Governance, risk exposure, and disclosure controls

Not the right fit for

  • Individual investors seeking to recover investment losses
  • Targets of active SEC enforcement actions or Wells notice recipients
  • Class action plaintiffs or shareholder derivative claimants
  • Criminal defense in securities fraud or white-collar matters
  • General corporate litigation or non-securities regulatory matters
  • Retail investors seeking personal investment advice

Take the First Step

The time to structure securities compliance correctly is before the SEC asks questions.

Whether you are preparing an initial securities registration, managing ongoing SEC disclosure obligations, or operating in a highly regulated industry, experienced securities counsel with SEC enforcement background can help you avoid costly missteps.