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
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)
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
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
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
On September 17, 2019, the Financial Post reported that British Columbia Investment Management Corporation (BCIMC), one of Canada’s largest pension funds, inadvertently failed to report to the U.S. Securities and Exchange...more
10/23/2019
/ Beneficial Owner ,
Canada ,
Corporate Governance ,
Directors ,
Institutional Investors ,
Listing Rules ,
Pension Funds ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Traders
In November 2018, the U.S. Securities and Exchange Commission (SEC) adopted new mining disclosure standards applicable to all SEC reporting companies, except those that report exclusively under the Multijurisdictional...more
Many of our Canadian clients have decided to list their stock in the United States on the NYSE American exchange, instead of Nasdaq. Why? Stock price flexibility is a big factor....more
The SEC has proposed revisions to the definition of an “accelerated filer” that would exempt most companies that have both a public float of common equity of less than $700 million and annual revenues of less than $100...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
The recent settlement agreement between Kinross Gold Company and the Securities and Exchange Commission is a reminder to Canadian cross-listed companies that it is not enough to adopt a parent-company level anti-corruption...more
4/10/2018
/ Acquisitions ,
Anti-Corruption ,
Books & Records ,
Canada ,
Cease and Desist Orders ,
Cross-Border ,
Foreign Corrupt Practices Act (FCPA) ,
Internal Audit Functions ,
Parent Corporation ,
Securities and Exchange Commission (SEC) ,
Settlement Agreements ,
White Collar Crimes
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
About 18 months have passed since the U.S. Securities and Exchange Commission (SEC) published its bold attempt to modernize the disclosure requirements for mining companies that are listed on U.S. stock exchanges or otherwise...more
Over the last few years, many Canadian junior resource companies and startup companies have cut back on their legal spend, not necessarily undertaking a legal review of each new private placement of securities, or limiting...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
A Canadian company that proposes to grant stock options or other types of equity compensation to persons in the United States must comply with the securities laws of the state in which the recipient is located, unless the...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
In recent years, many Canadian companies have sought to create a U.S. market for their shares by listing on the OTCQX. Qualifying Canadian companies that have their primary listing on the Toronto Stock Exchange, the TSX...more
On June 16, 2016, the SEC proposed a major overhaul of the disclosure requirements for companies that are engaged in material mining operations, including royalty companies. The proposed rules would replace the SEC’s...more
7/8/2016
/ Canada ,
Comment Period ,
Corporate Counsel ,
CRIRSCO ,
Disclosure Requirements ,
Foreign Private Issuers ,
Materiality ,
Mineral Exploration ,
Mineral Leases ,
Minerals ,
Mining ,
Proposed Regulation ,
Regulation S-K ,
Resource Extraction ,
Royalties ,
Securities and Exchange Commission (SEC)