On October 31, 2018, the SEC adopted final rules effecting a complete overhaul of the technical disclosure requirements applicable to companies engaged in material mining operations, including royalty companies. Upon...more
The SEC’s settlement with Tesla and Elon Musk teaches us some important corporate governance lessons on monitoring and vetting executive use of social media.
As background, on August 7, 2018, the markets were surprised by...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
On September 5, 2017, the U.S. House of Representatives overwhelmingly passed (by a vote of 403-3) the Improving Access to Capital Act. The Act directs the SEC to amend Regulation A+ to allow SEC reporting issuers to use...more
This week the SEC Division of Economic and Risk Analysis published a new report including a wealth of data regarding recent trends in public offerings and private placements of securities. The report includes a number of...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
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)
On June 16, 2016, the SEC proposed new rules to update disclosure requirements for mining properties. The intent of the proposed rules is align them more closely with current industry and global standards, specifically...more
On January 13th, the SEC issued two interim final rules implementing portions of the Fixing America’s Surface Transportation Act (the FAST Act). These interim final rules...more
On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act (the FAST Act). While the FAST Act is primarily a transportation bill, the Act includes several reforms designed to simplify...more
On January 23, 2015, the staff of the United States Securities and Exchange Commission issued a new interpretation on the application of Rule 905 of Regulation S under the United States Securities Act of 1933, as amended (the...more
On September 10, 2014, the Securities and Exchange Commission (“SEC”) announced charges against 28 directors, officers and significant shareholders of public companies for repeated failures to timely report their share...more