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
Buried in the National Defense Authorization Act for Fiscal Year 2024, which the U.S. Senate passed earlier this year, is a provision that, if enacted, will eliminate exemptions relied upon by insiders of dual-listed Canadian...more
On July 20, 2023, the Canadian Securities Administrators (“CSA”) announced a temporary exemption (the “Exemption”) from the requirements to transmit a Form 45-106F1 Report of Exempt Distribution (“Report of Exempt...more
The new centralized national filing system, to be known as the “System for Electronic Data Analysis and Retrieval +” (SEDAR+), is set to launch on June 9, 2023, with potential accommodations to be made for certain foreign...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 September 28, 2021, companies trading in the United States over-the-counter securities markets (“OTC Markets”) that do not comply with amended Rule 15c-211 will no longer be eligible for quotation on the OTC Markets,...more
The Financial Industry Regulatory, Inc. (“FINRA”) has recently provided our firm with informal guidance that, in accordance with the principles of the multijurisdictional disclosure system (“MJDS”), a Canadian issuer that is...more
Canadian companies engaged in M&A transactions with connections to the United States should be aware of recent changes to the rules under the Hart-Scott Rodino (HSR) Act. On February 2, 2021, the US Federal Trade...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
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
As securities markets become increasingly interconnected, multi- national public corporations continue to be a part of a significant sea change in the globalization of securities fraud litigation—a change that began with the...more
Effective June 30, 2016, issuers will have to report prospectus-exempt distributions that settle on or after that date in any Canadian jurisdiction using a new, harmonized Form 45-106F1 (New Form), with significantly...more
The Toronto Stock Exchange (TSX) has implemented amendments (Amendments) to its Company Manual to modify and expand the exemptions available to TSX issuers listed on one or more other exchanges (interlisted issuers) where the...more
The Canadian Securities Administrators (CSA) have managed to harmonize their differences for reporting prospectus-exempt distributions since their earlier proposals in February and March 2014. They have now proposed a common...more
Last month, the U. S. Securities and Exchange Commission (SEC) proposed rules (Proposal) directing U.S. securities exchanges and associations to require companies to adopt clawback policies that would mandate executive...more