News & Analysis as of

Foreign Corporations Canada

Davies Ward Phillips & Vineberg LLP

Canada Finally Enacts the Digital Services Tax (Maybe)

The new Digital Services Tax Act came into force with an order-in-council on June 28, 2024, imposing a 3% digital services tax (DST) on certain Canadian-source digital services revenue of large entities. The DST would first...more

Lippes Mathias LLP

Understanding the E-1 Treaty Trader Visa for Canadian Companies in the U.S.

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The E-1 Treaty Trader visa permits executives, managers, supervisors, and essential employees of non-U.S. companies that engage in substantial trade between the U.S. and a treaty country to obtain work permits valid for five...more

Dorsey & Whitney LLP

Canadian CPCs, SPACs, and Shells Should Be Careful to Avoid U.S. Investment Company Status

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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

International Lawyers Network

Establishing a Business Entity in Canada (Updated)

INTRODUCTION - Bilingual and Bi-Juridical - Canada is a bilingual, bi-juridical, and multi-cultural country, composed of 10 provinces and 3 territories. English and French are federally mandated official languages...more

Dorsey & Whitney LLP

New SEC Cybersecurity Disclosure Rules

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Canadian issuers that are reporting issuers with the Securities and Exchange Commission should be aware of new rules that impose disclosure requirements regarding cybersecurity risk management, strategy, governance and...more

King & Spalding

Canadian Parliament Passes Bill to Mandate Reporting on Forced and Child Labor in Supply Chains

King & Spalding on

Soon to be law, the bill will require many foreign companies doing business in Canada to report annually; first reports will be due May 31, 2024 - On May 3, 2023, Canada’s Parliament passed Bill S-211, An Act to enact the...more

Dorsey & Whitney LLP

Initial Guidance for New U.S. Excise Tax on Stock Repurchase Transactions: IRS Substantially Expands Scope of Applicable Canadian...

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In our blog post dated August 22, 2022, we discussed the one percent (1%) excise tax on certain stock repurchase transactions by certain publicly traded corporations enacted as part of the Inflation Reduction Act of 2022 (the...more

Rivkin Radler LLP

Foreign Individuals Holding U.S. Real Property, or Left Holding the Bag?

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There have been some interesting developments of late with respect to the ownership of real property in parts of the English-speaking world. For example, Canada has imposed a temporary ban on the purchase of such property by...more

International Lawyers Network

Establishing A Business Entity In Canada (Updated)

Bilingual and Bi-Juridical - Canada is a bilingual, bi-juridical, and multicultural country, composed of 10 provinces and 3 territories. English and French are federally mandated official languages pursuant to the...more

Dorsey & Whitney LLP

The SEC’s Form F-7 Can Be Used to Conduct a U.S. Public Offering of Securities, with No Review, No Ongoing SEC Reporting, and No...

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Did you know that the Canada-U.S. multijurisdictional disclosure system (MJDS) includes an SEC form that does not include any minimum market capitalization requirement, and can be used to complete a public offering of...more

Dorsey & Whitney LLP

Inflation Reduction Act: New U.S. Excise Tax on Stock Repurchase Transactions Applicable to Certain Canadian Companies

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On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, HR 5376 (the “Act”), into law. Among other significant changes, the Act includes a new 1% excise tax on stock repurchase transactions by certain...more

Dorsey & Whitney LLP

Share Buyback Transactions: U.S. Tax Consequences may differ for each U.S. Shareholder

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On Thursday, November 4, 2021, the Office of the Superintendent of Financial Institutions announced that, subject to approval by the superintendent, Canadian banks and other financial institutions may begin repurchasing their...more

Dorsey & Whitney LLP

COVID-19 Delays EIN Process for Canadian Applicants

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Current closures at the Internal Revenue Service (“IRS”) have caused significant delays in obtaining an Employer Identification Number (“EIN”) for some U.S. businesses formed by Canadians, including new U.S. subsidiaries...more

Jones Day

No Comity Extended to Foreign Bankruptcy Without Chapter 15 Recognition

Jones Day on

U.S. courts have a long-standing tradition of recognizing or enforcing the laws and court rulings of other nations as an exercise of international "comity." Prior to the enactment of chapter 15 of the Bankruptcy Code in 2005,...more

Dorsey & Whitney LLP

What Cross-listed Canadian Companies Need to Know About the Impact of the U.S. Government Shutdown on SEC Operations

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As a result of the partial U.S. government shutdown that began on December 22, 2018, the U.S. Securities and Exchange Commission (SEC), one of nine federal agencies affected, recently published its Operations Plan Under a...more

Dorsey & Whitney LLP

What if You Miss the Deadline to File a Form D?

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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

Dorsey & Whitney LLP

Common U.S. Securities Problems with Canadian Stock-Based Compensation Plans

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We are frequently asked to review Canadian companies’ stock option, restricted share unit (RSU), performance share unit (PSU), deferred share unit (DSU), and other stock-based compensation plans for U.S. securities law...more

Foley & Lardner LLP

Unique Venue and Personal Jurisdiction Challenges of Foreign Corporations

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In 2017, the Supreme Court rejected the Federal Circuit’s longstanding interpretation of Personal Jurisdiction and Venue in patent infringement actions against domestic companies. 28 U.S.C. §§ 1391, 1400; see TC Heartland LLC...more

Dorsey & Whitney LLP

Changes to Upcoming Auditor’s Reports

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The United States Public Company Accounting Oversight Board (PCAOB) issued new standards for auditor’s reports that will effect Canadian issuers who are SEC registered. The initial changes go into effect for issuers with...more

Dorsey & Whitney LLP

Do You Need a Risk Factor for Proposed U.S. Federal Income Tax Reform?

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Tax reform efforts by Congress are ongoing, and the substance of the tax bills remains fluid. However, for foreign corporations with U.S. operations, there are some specific potential risks to consider, such as additional...more

Bennett Jones LLP

Have a Contract in Canada? Your Class Action Risk is Greater Than You May Think

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Non-Canadian companies: welcome to the Canadian class action party. In recent years, Canadians have increasingly begun to recognize and actively manage the major business risk posed by class actions, as more and more...more

Littler

In Canada, Foreign Workers Seek to Use International Norms as the Standard of Care in Negligence Claims Against Multinationals...

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Non-Canadian workers are increasingly suing their employers in Canadian courts for human rights violations allegedly committed outside Canada by the companies themselves or by other entities in their supply chains. This...more

Blake, Cassels & Graydon LLP

Supreme Court of Canada Addresses Recognition, Enforcement of Foreign Judgments in Chevron Case

In a much anticipated ruling, the Supreme Court of Canada (SCC) has released its decision in Chevron Corp. v. Yaiguaje, addressing recognition and enforcement of foreign judgments. The SCC unanimously held that for a Canadian...more

Carlton Fields

Immigration Law for Startups: Prime Visa Options

Carlton Fields on

This is the second in a three-part series that provides guidance to new or foreign companies that are entering the U.S. market and seeking to employ either foreign nationals already in the United States on non-working visas,...more

Morgan Lewis

Antitrust Division Reinforces Its Resolve and Ability to Extradite Foreign Executives

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The DOJ’s Antitrust Division has extradited two executives of foreign companies in the last eight months, demonstrating its commitment to enforcing the Sherman Act outside of the United States....more

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