News & Analysis as of

Canada Securities and Exchange Commission (SEC) Corporate Governance

Skadden, Arps, Slate, Meagher & Flom LLP

New Resource Extraction Payment Disclosures Due September 26, 2024

Securities and Exchange Commission (SEC) reporting companies with fiscal years ending December 31 that engage in the commercial development of oil, natural gas or minerals are required to file a Form SD with the SEC by...more

Dorsey & Whitney LLP

SEC Staff Provides Welcome Guidance to Resource Extraction Issuers

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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

Bennett Jones LLP

US Securities and Exchange Commission Releases Long-Anticipated Climate-Related Disclosure Rules

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On March 6, 2024, the Securities and Exchange Commission (SEC) released its widely anticipated climate-related disclosure rules (the Final Rules). The Final Rules require registrants to disclose certain climate-related...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: 10 Trends that GCs and Boards Need to Know

The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic...more

Davies Ward Phillips & Vineberg LLP

GOVERNANCE INSIGHTS 2023 - As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada

Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with...more

Dorsey & Whitney LLP

New SEC Cybersecurity Disclosure Rules

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Canadian issuers that are reporting issuers with the Securities and Exchange Commission should be aware of new rules that impose disclosure requirements regarding cybersecurity risk management, strategy, governance and...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

OTCQX Proposed Rule Changes

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The OTC Markets Group published this week proposed amendments to the OTCQX Rules for U.S. Companies, U.S. Banks and International Companies. The rules will become effective on December 12, 2019; comments will be accepted...more

Dorsey & Whitney LLP

When Canadian Investors Must Report Investments (including those in Canada!) to the SEC

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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

Dorsey & Whitney LLP

What Mining Companies Need to Accomplish Before 2021

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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

Dorsey & Whitney LLP

How to Avoid Being Required to Obtain Audit Partner Consents

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SEC registration statements and certain annual reports require consents of experts (e.g., technical experts, audit firms, and investment banks that provide fairness opinions) named in the disclosure document. A recent...more

Bennett Jones LLP

Who Watches the Watchers? SEC Issues Guidance on Proxy Advisory Firms

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The United States Securities and Exchange Commission (SEC) recently issued guidance on the applicability of certain U.S. proxy rules to voting advice given by proxy advisory firms, such as ISS and Glass Lewis. This initiative...more

Dorsey & Whitney LLP

What if You Miss the Deadline to File a Form D?

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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

Blake, Cassels & Graydon LLP

Canadian Coalition of Good Governance Advocates More Proxy Access

Earlier this year, the Canadian Coalition of Good Governance (CCGG) released its publication “Shareholder Involvement in the Director Nomination Process: Enhanced Engagement and Proxy Access”, proposing enhanced proxy access...more

Orrick, Herrington & Sutcliffe LLP

Verbatim: Global Compliance - Quarterly Newsletter: Spring 2013

We've highlighted a few notable developments in corporate governance law taking place this spring that may be of interest to you. For more information on any of the topics listed below, please contact us at...more

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