Lahdan Rahmati is Senior Counsel in the Los Angeles office of Freeman Mathis & Gary, LLP. Ms. Rahmati is a member of the Financial Services & Banking Practice Section and the Firm’s Financial Services Team. Ms. Rahmati focuses her practice on financial services litigation, securities enforcement matters, and capital markets–related issues. She represents financial institutions, public companies, and executives in defending SEC investigations, enforcement actions, and complex business disputes, and is experienced in developing litigation strategy and advising clients through regulatory-facing matters. She draws on her experience at the U.S. Securities and Exchange Commission and her background advising on public and private offerings and disclosure obligations to guide clients through matters involving regulatory scrutiny, financial exposure, and reputational considerations.

Ms. Rahmati represents financial institutions, public companies, and executives in matters involving securities enforcement and regulatory investigations. She has experience developing litigation strategy, managing discovery and witness preparation, and navigating interactions with regulators. Her background includes advising on IPOs, uplistings, follow-on offerings, PIPE transactions, and private placements, as well as Exchange Act reporting and corporate governance. She has led and executed capital markets transactions, including Nasdaq and NYSE offerings, cross-border IPOs, and private placements, and has coordinated with underwriters, auditors, and foreign counsel. This combined experience allows Ms. Rahmati to provide practical, business-oriented guidance on compliance, risk management and dispute resolution.

Ms. Rahmati is admitted to practice in California and the District of Columbia. She is a member of the American Bar Association’s Business Law Section and International Law Section, as well as the Los Angeles County Bar Association’s Business Law Section. Ms. Rahmati has presented on securities law, capital formation, and regulatory developments and has served as a contributing author to the Annual Review of Federal Securities Regulation, published in The Business Lawyer. She earned her J.D. from the University of San Francisco School of Law, where she served as an editor of the Intellectual Property Law Bulletin, and holds a B.S. from the University of California, Los Angeles. She also earned a Securities and Financial Regulation Certificate from Georgetown Law.

California

District of Columbia

U.S. District Court for the Central District of California

U.S. District Court for the Northern District of California

U.S. District Court for the Southern District of California

United States Court of Appeals for the Ninth Circuit

• Contributing Author, Annual Review of Federal Securities Regulation, The Business Lawyer, American Bar Association Business Law Section (Summer 2024)

Representative Cases

• Securities and Exchange Commission v. Premier Holding Corp., et al., No. 8:18-cv-00813 (C.D. Cal.)
• Represented public company and its CEO in SEC enforcement action alleging securities fraud; secured five-year D&O bar where the SEC sought a lifetime bar.
• Securities and Exchange Commission v. Collins, et al., No. 2:21-cv-07787 (C.D. Cal.)
• Represented company and executive in SEC enforcement action; managed parallel non-public SEC investigation, including Wells submission and testimony.
• In the Matter of Anton Chia, LLP, et al., SEC Admin. Proc. File No. 3-18292
• Represented individual respondents in SEC administrative proceeding; conducted direct and redirect examinations.

Representative Experience

• Defended public companies and executives in SEC investigations and enforcement actions involving allegations of securities fraud, disclosure failures, and broker-dealer misconduct, including managing discovery, preparing witnesses, and interfacing with regulators.
• Led and executed public and private securities offerings, including IPOs, uplistings, PIPE transactions, and private placements on Nasdaq and NYSE American, representing issuers and underwriters in multi-million-dollar transactions.
• Advised clients on Exchange Act reporting, Securities Act compliance, and corporate governance matters, including drafting registration statements, periodic reports, and complex risk disclosures.
• Managed cross-border capital markets transactions, coordinating with foreign counsel, auditors, and underwriters in offerings involving issuers in the United Kingdom, Canada, and Australia.
• Represented companies in mergers and acquisitions, including multi-entity acquisitions and regulatory-intensive transactions, and advised on due diligence, transaction structuring, and regulatory compliance.
• Obtained SEC qualification for Tier 2 Regulation A offering and advised issuers on capital formation strategies and compliance with federal and state securities laws.

• American Bar Association – Business Law Section, Member, 2015–Present
• American Bar Association – International Law Section, Member, 2015–Present
• Los Angeles County Bar Association – Business Law Section, Member, 2022–Present

• “Cryptocurrency Law – May 2023 Update,” National Business Institute, 2023
• “Raising Capital Through Private Placements,” National Business Institute, 2021