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Canada Foreign Private Issuers

Davies Ward Phillips & Vineberg LLP

Concept Release: Foreign Private Issuers Under the SEC’s Microscope

Do the U.S. securities law accommodations through the “foreign private issuer” (FPI) construct benefit the intended entities? That’s the fundamental question that the U.S. Securities and Exchange Commission (SEC) is analyzing...more

Troutman Pepper Locke

Foreign Private Issuers: Have You Assessed Your Status Under US Securities Laws? (UPDATED)

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For foreign private issuers registered with the U.S. Securities and Exchange Commission (SEC), there are several filing statuses that affect the content of various disclosures that must be made public. Foreign private issuers...more

Davies Ward Phillips & Vineberg LLP

Canadian Dual-Listed Company Insiders May Become Subject to U.S. Short-Swing Profit and Insider Reporting Rules

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

Davies Ward Phillips & Vineberg LLP

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more

Dorsey & Whitney LLP

New SEC Cybersecurity Rules Require Mandatory Disclosure

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On July 26, 2023, the Securities and Exchange Commission adopted new rules imposing disclosure requirements regarding cybersecurity risk management, strategy, governance and incidents. The new rules, which became effective...more

Stikeman Elliott LLP

SEC Adopts New Cybersecurity Disclosure Rules for U.S. Public Companies and Foreign Private Issuers

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The Securities and Exchange Commission (“SEC”) adopted new rules requiring the disclosure of cybersecurity risk management, strategy, governance and material incidents (the “Rules”), effective September 5, 2023. The Rules...more

Dorsey & Whitney LLP

OTCQX International Rule Changes Will Push Certain Canadian Companies to the OTCQB Tier

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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

Dorsey & Whitney LLP

New NASDAQ Board Diversity Disclosure Rules

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As discussed in more detail here, on August 6, 2021, the United States Securities and Exchange Commission (the “SEC”) approved NASDAQ Rules 5605(f) and 5606, which require each NASDAQ listed company (subject to certain narrow...more

Dorsey & Whitney LLP

The Lights Could Go Out on Over-the-Counter Companies on September 28, 2021

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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

Dorsey & Whitney LLP

Recent NYSE and NYSE American Announcements

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The NYSE has made a few recent announcements affecting the obligations of NYSE and NYSE American listed Canadian companies with respect to providing information to the exchange. An NYSE listed company that files its...more

Dorsey & Whitney LLP

Tax Reform to Impact Compensation Deduction Claimed by Foreign Private Issuers

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While the recently enacted U.S. tax reform legislation did not overhaul executive compensation to the extent proposed in early forms of the bill, Section 162(m) of the U.S. Internal Revenue Code was dramatically revised in a...more

Dorsey & Whitney LLP

Are Your Private Placement Documents Up To Date?

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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

Dorsey & Whitney LLP

Understanding the SEC’s Proposed New Mining Disclosure Rules: Questions and Answers

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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

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