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Canada Securities and Exchange Commission (SEC) Corporate Issuers

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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

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Canadian CPCs, SPACs, and Shells Should Be Careful to Avoid U.S. Investment Company Status

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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

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Raising U.S. Funds Under Canada’s New “Listed Issuer Financing Exemption”

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​​​​​​​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

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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

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Could Your Form D Already be Late by the Date of Closing?

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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

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Analysis of the 60 Most Recent SEC Comment Letters Issued to Canadian Form 40-F Filers

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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

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SEC Issues No Action Letter Regarding Canadian Companies’ Registration of Rights Offerings on MJDS Form F-7

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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

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