Former SEC Enforcement Attorney|12 Years in Government Service|(561) 706-7646
(561) 706-7646[email protected]
Frederick M. LehrerSEC Enforcement · Securities Counsel

Corporate Law

Corporate Law Attorney

Corporate law encompasses the legal rules and practices that govern the formation, operation, and dissolution of corporations. It is a broad field that touches on a variety of legal issues, from drafting corporate bylaws to managing mergers and acquisitions. For businesses of all sizes, having a knowledgeable corporate law attorney is essential for navigating these complex legal landscapes.

Frederick M. Lehrer is an experienced corporate law attorney who provides comprehensive legal services to businesses across Florida and internationally. His background in securities law and corporate finance gives him a unique perspective on the legal challenges facing modern businesses.

What Is Corporate Law?

Corporate law governs the rights, relations, and conduct of persons, companies, organizations, and businesses. It deals with the formation and operation of corporations and other business entities, including partnerships and limited liability companies. Key areas of corporate law include:

Corporate formation and governance for SEC reporting companies
Securities compliance and disclosure obligations
Capital structure and financing agreements — including toxic financing review
Shareholder agreements and equity compensation plans
Officer and director fiduciary duties under securities law
Corporate governance policies required for public company status
Proxy statements and annual meeting compliance

Corporate Law Services

Frederick M. Lehrer offers a comprehensive range of corporate law services to help businesses achieve their goals while maintaining compliance with applicable laws and regulations. His services include:

Corporate Formation for Public Companies
Structuring corporations and LLCs with the governance framework required for SEC reporting status, including articles of incorporation, bylaws, board resolutions, and officer appointment documentation that satisfy public company standards.
Securities Disclosure Governance
Advising officers and directors on their disclosure obligations under the Securities Exchange Act, including Regulation FD compliance, Section 16 reporting, and the policies and procedures that prevent disclosure violations before they occur.
Capital Financing Review
Reviewing convertible note, warrant, and equity financing agreements before execution to identify conversion mechanics, ratchet provisions, and penalty clauses that create toxic dilution risk — the structures that have destroyed shareholder value in hundreds of public companies.
Shareholder Agreements and Equity Plans
Drafting shareholder agreements, stock option plans, and restricted stock agreements that comply with securities law exemptions and avoid the unregistered distribution violations that frequently arise from informal equity arrangements.
Proxy Statements and Annual Meeting Compliance
Preparing Schedule 14A proxy statements and managing the annual meeting process for SEC reporting companies, including director election disclosure, executive compensation tables, and shareholder proposal responses.
Corporate Governance Policies
Developing the insider trading policies, disclosure controls, and audit committee charters that public companies are required to maintain — and that the SEC staff examines when a company becomes the subject of an investigation.

Why Choose Frederick M. Lehrer?

Most corporate attorneys advise on governance from the outside. Frederick M. Lehrer spent nine years inside the SEC's Division of Enforcement and three years as a Special Assistant United States Attorney prosecuting federal securities crimes. He has seen, from the government's perspective, exactly how corporate governance failures become enforcement actions — and that experience informs every piece of counsel he provides in private practice.

Former SEC Division of Enforcement
Nine years inside the SEC investigating securities fraud, disclosure violations, and unregistered distributions. Mr. Lehrer understands how the SEC staff reads corporate documents because he spent nearly a decade producing those reads.
Federal Prosecutorial Experience
As a Special Assistant United States Attorney, Mr. Lehrer prosecuted criminal securities fraud in federal court. He knows the evidentiary standards that convert a civil investigation into a criminal referral — and how proper corporate governance prevents that escalation.
Enforcement-Informed Corporate Counsel
The governance policies, disclosure controls, and financing agreements Mr. Lehrer drafts are built around the failure patterns he observed in enforcement. His clients do not receive generic templates — they receive documents designed to withstand regulatory scrutiny.
Flat-Fee Compliance Structure
The firm operates on a flat-fee basis for ongoing compliance advisory and project-based engagements, providing predictable legal costs and removing the hesitation that causes companies to delay seeking counsel until a problem has already materialized.

Whether you are starting a new business, navigating a complex merger, or dealing with a shareholder dispute, Frederick M. Lehrer is here to help. Contact the firm today to schedule a free consultation and learn how Mr. Lehrer can assist with your corporate law needs.

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Enforcement Perspective on Corporate Transactions

Why Corporate Transactions Require Securities Counsel, Not Just Corporate Counsel

"Corporate transactions that involve securities — mergers, acquisitions, private placements, business combinations — are not purely corporate law matters. They are securities law matters. The disclosure obligations, the anti-fraud provisions, the Regulation D requirements, the Section 16 reporting implications — these are federal securities law issues that require counsel who understands how the SEC evaluates these transactions."

— Frederick M. Lehrer

The firm's corporate law practice is grounded in securities law. Mergers and acquisitions involving public companies require SEC filings — proxy statements, Schedule 13D and 13G filings, tender offer documents, merger agreements — that must comply with the disclosure requirements of the Securities Exchange Act of 1934. Private placements conducted in connection with corporate transactions must satisfy the conditions of Regulation D. Business combinations involving reporting companies trigger Form 8-K filing obligations and, in some cases, registration requirements under the Securities Act.

The firm also advises on private placement memoranda for companies conducting capital raises under Regulation D. A private placement memorandum is not simply a marketing document — it is a disclosure document that must satisfy the anti-fraud provisions of the federal securities laws. The same standards that apply to public company registration statements — accuracy, completeness, no material omissions — apply to private placement memoranda. The firm's enforcement background is directly applicable to evaluating whether a private placement memorandum adequately discloses the risks and uncertainties that investors need to make an informed investment decision.

Corporate governance advisory is another area where the firm's enforcement experience adds value. Poor governance — inadequate board oversight, undisclosed related-party transactions, compensation arrangements that are not properly disclosed — is a recurring theme in SEC enforcement actions against public companies. The firm advises boards and management on governance structures and disclosure practices that reduce enforcement risk while satisfying the requirements of SEC rules and stock exchange listing standards.

Read: Regulation D Enforcement Triggers →
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Schedule a Free Consultation

Contact Frederick M. Lehrer today to discuss your corporate law needs.

Enforcement Intelligence

Deep-Dive Analysis from a Former SEC Enforcement Attorney

Understanding how the SEC investigates and prosecutes securities violations is essential for any issuer. These analyses are written from the inside perspective of someone who built these cases.

Common Questions

Corporate Law FAQ

What corporate law services does Frederick M. Lehrer provide?+

Frederick M. Lehrer provides comprehensive corporate law services including mergers and acquisitions, business combinations, private placements, board governance, corporate restructuring, and complex transactional matters for both domestic and international clients.

What is a private placement memorandum (PPM)?+

A private placement memorandum (PPM) is a legal document provided to prospective investors when selling securities in a private placement. It discloses the terms of the offering, business description, risk factors, and financial information. Frederick M. Lehrer drafts PPMs that comply with SEC Regulation D requirements.

What is involved in a merger or acquisition from a securities law perspective?+

Mergers and acquisitions involving public companies require SEC filings including proxy statements, Schedule 13D/13G filings, tender offer documents, and merger agreements. Frederick M. Lehrer handles all securities law aspects of M&A transactions, ensuring regulatory compliance throughout the process.

What is corporate governance and why does it matter?+

Corporate governance refers to the system of rules, practices, and processes by which a company is directed and controlled. For public companies, strong governance is required by SEC rules and stock exchange listing standards. Poor governance can lead to SEC enforcement actions, shareholder litigation, and reputational damage.