On September 27, 2024, the Securities and Exchange Commission (SEC) approved a new filer access and account management system called EDGAR Next, via significant amendments to Rules 10 and 11 of Regulation S-T, along with...more
The NYSE American stock exchange requires a listed company to obtain shareholder approval prior to issuing shares pursuant to (i) stock-based compensation plans, (ii) certain acquisitions and change of control transactions,...more
3/18/2025
/ Amended Rules ,
Change in Control ,
Complex Corporate Transactions ,
Corporate Financing ,
Corporate Governance ,
Mergers ,
NYSE ,
Public Offerings ,
Publicly-Traded Companies ,
Securities Regulation ,
Shareholder Approval ,
Shareholders
Canadian companies with U.S. subsidiaries have been gearing up all year to file beneficial ownership reports with FinCEN pursuant to the Corporate Transparency Act, in advance of a January 1, 2025 deadline for entities that...more
Last month, I was invited to speak to the Canadian Securities Administrators, focusing on how U.S. securities exemptions, prospectus forms, and continuous disclosure requirements differ from their Canadian counterparts. One...more
On September 27, 2024, the Securities and Exchange Commission (SEC) approved significant amendments to Rules 10 and 11 of Regulation S-T, along with updates to Form ID and the EDGAR Filer Manual. Collectively referred to as...more
SEC rules prohibit taking “any action” to impede an individual from communicating directly with the SEC about a possible securities law violation, including by enforcing, or threatening to enforce, a confidentiality...more
9/18/2024
/ Anti-Retaliation Provisions ,
Employer Liability Issues ,
Employment Contract ,
Employment Policies ,
Enforcement Actions ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Separation Agreement ,
Settlement ,
Whistleblower Awards ,
Whistleblower Protection Policies ,
Whistleblowers
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
5/30/2024
/ Canada ,
Corporate Governance ,
Corporate Issuers ,
Filing Deadlines ,
Form SD ,
New Guidance ,
Reporting Requirements ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Subsidiaries ,
UK
Way back in 2017, one of our earliest posts discussed the legal and financial risks to both the issuer and the finder if an issuer pays a finder’s fee in connection with a sale of securities in the United States, and the...more
5/3/2024
/ Audits ,
Broker-Dealer ,
Financial Statements ,
Finder's Fees ,
Finders ,
Investors ,
Rescission ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Unregistered Brokers
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
2/8/2024
/ Canada ,
Corporate Issuers ,
Cross-Border ,
Foreign Corporations ,
Foreign Issuers ,
Initial Public Offering (IPO) ,
Investment Companies ,
Investment Company Act of 1940 ,
Registration Requirement ,
Securities and Exchange Commission (SEC) ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
The SEC on January 24, 2024 adopted final rules amending the disclosure and registration requirements applicable to special purpose acquisition companies (SPACs) and shell companies that register or file reports with the SEC....more
2/8/2024
/ Amended Regulation ,
Final Rules ,
GAAP ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Nasdaq ,
Non-GAAP Financial Measures ,
NYSE ,
Regulation S-K ,
Regulatory Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs) ,
Underwriting ,
XBRL Filing Requirements
On October 10, 2023, the Securities and Exchange Commission (“SEC”) approved amendments to the Regulation 13D-G reporting regime for persons who beneficially own more than 5% of a class of securities (“5% Owners”) that is...more
10/24/2023
/ Beneficial Owner ,
Compliance ,
Compliance Dates ,
EDGAR ,
Filing Deadlines ,
Filing Requirements ,
Foreign Private Issuers ,
Popular ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Earlier this year, in connection with final rulemaking by the Securities and Exchange Commission (the “SEC”), Nasdaq, NYSE and NYSE American proposed listing standards requiring that listed issuers adopt clawback policies to...more
On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, a safe harbor from liability under the U.S. insider trading rules. The safe harbor permits directors, executive officers and others, including issuers,...more
On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, the safe harbor that allows directors, executive officers and others, including issuers, to engage in securities transactions while in possession of...more
12/22/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Proposed Amendments ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The Holding Foreign Companies Accountable Act (“HFCAA”)1, in December 2020 passed by the Congress and signed into law by then-president of the United States, Donald J. Trump, is one of the most influential measures in the...more
11/10/2022
/ Capital Markets ,
China ,
Foreign Corporations ,
Foreign Issuers ,
Holding Foreign Companies Accountable Act (HFCAA) ,
Hong Kong ,
Investor Protection ,
Nasdaq ,
NYSE ,
PCAOB ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC)
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
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
9/28/2022
/ Canada ,
Canadian Securities Administration ,
Corporate Financing ,
Corporate Issuers ,
Cross-Border Transactions ,
Exemptions ,
Investment Funds ,
Listing Rules ,
Private Placements ,
Prospectus ,
Publicly-Traded Companies ,
Regulation D ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
In Canada it’s considered no big deal to ask shareholders to approve a continuance or redomicile of a company from one province to another, or between Canadian provincial and federal jurisdictions. That’s also largely...more
The OTC Markets has published proposed rule changes that would, effective September 23, 2021, require that in order to be quoted on the OTCQX International, a company must either be an SEC reporting company, file reports with...more
One of the hottest going-public trends in 2020 and 2021 has been the rise of SPACs - Special Purpose Acquisition Companies - as a vehicle for private companies to go public. SPACs are shell companies that are formed, funded...more
4/8/2021
/ Audit Committee ,
Corporate Governance ,
Financial Reporting ,
Initial Public Offering (IPO) ,
Internal Controls ,
Mergers ,
New Guidance ,
PCAOB ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs)
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
10/15/2020
/ Canada ,
Capital Markets ,
Corporate Issuers ,
Cross-Border Transactions ,
Foreign Issuers ,
OTCQB ,
OTCQX ,
Sarbanes-Oxley ,
Securities Exchange Act ,
Securities Exchanges ,
Securities Regulation
We are seeing a significant increase in cases where a qualified person (QP) or related engineering firm has prepared a technical report or other required disclosure for a mining company, but then resisted, or outright...more
The SEC announced last week that in light of COVID-19 concerns, the Division of Corporation Finance is providing a temporary secure file transfer process for the submission of (i) supplemental materials that are requested by...more
On April 29, 2020, the SEC issued new Compliance & Disclosure Interpretations (the “New C&DIs”) that clarified the compliance deadline for many mining companies that file with the SEC on non-MJDS forms such as Form 10-K or...more
The Securities and Exchange Commission issued an order today providing filing relief for companies that are affected by the coronavirus. In the order, the Commission notes that disruptions to transportation, and limited...more