CorpCast Episode 1: Sections, 204, 205 and In re Numoda
As discussed in our January 10, 2024 webinar, new SEC rules require resource extraction issuers that file reports with the SEC to file a Form SD within 270 days after each fiscal year end to report their payments to the U.S....more
On January 24, 2024, the SEC issued new guidance on when a special purpose acquisition company (SPAC) may run afoul of the U.S. Investment Company Act (the Act). While this guidance was directed at SPACs that register or file...more
On January 1, 2024, new direct reporting requirements to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of the Treasury, became effective – known as the Corporate Transparency...more
On January 11, 2024, the Canadian Securities Administrators (“CSA”) announced final amendments and changes to implement an "access equals delivery" model for prospectuses of non-investment fund reporting issuers (the “Access...more
As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more
Effective August 31, 2022, directors of reporting issuers that are incorporated under the Canada Business Corporations Act (CBCA) will have to be elected by a majority of the votes cast for and against them, unless otherwise...more
1. Setting the Scene – Sources and Overview - 1.1. What are the main substantive ESG-related regulations? There are a variety of ESG-related regulations applicable to federally and provincially incorporated companies;...more
The OSC Corporate Finance Branch’s annual report provides an overview of its operational and policy work for fiscal 2021, providing timely guidance for market participants. ...more
The United States capital markets are among the world’s largest and most stable markets to access capital and liquidity for securityholders. In the past, many Canadian companies have elected not to access the United States...more
Canadian mining issuers are showing an increased interest in at-the-market equity programs (ATMs) to access funding. Since July 2019, ATM offerings on Canadian exchanges worth well over $500 million have been announced in the...more
Canada’s world leading mining capital markets offer a wealth of opportunity, with their access to local and global investors, finance opportunities for companies at all stages, and sophisticated technical know-how. While...more
Canada’s world leading renewable energy and clean technology capital markets offer a wealth of opportunity, with their access to local and global investors, finance opportunities for companies at all stages, and sophisticated...more
Canada’s world leading oilfield services capital markets offer a wealth of opportunity, with their access to local and global investors, finance opportunities for companies at all stages, and sophisticated technical know-how....more
As a continuation of our August 9 post regarding the deadline for Canadian companies to file a Form D for a private placement in the United States, we now address the questions, “What if our company missed the deadline to...more
Canadian companies that sell securities to U.S. investors under Regulation D must file a Form D with the SEC within 15 days after “the date of first sale.” Most people would assume that the closing of the offering is the date...more
Since January 1, 2016, the SEC has publicly released its correspondence relating to 60 comment letters sent to Canadian issuers with respect to annual reports filed on Form 40-F pursuant to the Canada-U.S....more
On May 10, 2018, the Toronto Stock Exchange (TSX) issued a staff notice providing guidance on pricing prospectus and private placement offerings (in either case, an offering) following the release of material information by...more
On February 8, the Canadian Securities Administrators (CSA) issued an updated Staff Notice on the treatment of issuers with U.S. marijuana-related activities. While Canada works toward a July 2018 deadline for the rollout of...more
Occasionally, we will see Canadians or Canadian companies assume that they can authorize as many shares for issuance as they want when forming a Delaware corporation, or that they can authorize shares without par value....more
In December 2015, the Canadian Securities Administrators (CSA) announced an amended regime for a prospectus-exempt rights offering in Canada. This amended regime allows certain public companies in Canada to conduct a...more
U.S. companies listed on the NASDAQ and NYSE, as well as certain listed companies in Canada and Europe, with annual shareholder meetings scheduled between March 1, 2016 and June 30, 2016 may now register through January 31,...more