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
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
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)
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 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
On January 30, 2020, the SEC issued new guidance to companies that use key performance indicators and metrics in their MD&A. Concurrently, the SEC also proposed amendments that would significantly simplify and modernize the...more
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
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