In answer to my own question, the answer is "negligence"
Does the CEO believe the market is in the "Wild West" phase where he can win the stock at a poker game, and start doing business as a corporation and sell stock to the public?
I think he better brush up on the law. There have been a few changes since 1863. He almost has to be an "honest Joe." Even the crooks know how to do the filings. And as far as lawyers and investment bankers:
What do call a lawyer and an investment banker discussing business in a prison cell?