SEC Rulemaking / Securities

Prepare for the Worst, and Hope for the Best: Time to Begin Preparing for Section 16 Reporting by Insiders of SEC-reporting Foreign Private Issuers

As you may recall, the Holding Foreign Insiders Accountable Act (the HFIAA) was signed into law on December 18, 2025. In a nutshell, this means that directors and officers of foreign private issuers whose securities are registered under Section 12(b) or 12(g) of the Exchange Act of 1934 will be required to report beneficial ownership and transactions in company equity securities to the SEC. The first report is due on March 18, 2026. More detail about this requirement is available here. Since the adoption of the HFIAA, we have been receiving numerous questions. When should we start the process to get Edgar codes for our insiders? How long will it take to get...

SEC Rulemaking / Securities

Section 16 Reporting Requirements Expanded to Directors and Officers of Foreign Private Issuers

Directors and officers of foreign private issuers take note: unless the SEC exempts you, you will be required to report beneficial ownership and transactions in your company’s registered equity securities to the SEC, and your first report is due on March 18, 2026. On December 18, 2025, President Trump signed into law the National Defense Authorization Act (NDAA), expanding reporting requirements under amended Section 16(a) of the Exchange Act of 1934 to directors and officers of foreign private issuers whose securities are registered under Section 12(b) or 12(g) of the Exchange Act of 1934. This includes, among others, issuers of securities traded on the NYSE, NYSE American or Nasdaq. More detail about this requirement is available...

Employment / Tax

New Proposed U.S. Excise Tax on Certain U.S. “Outsourcing” Payments

In September, a new bill was introduced in the U.S. Senate entitled the “Halting International Relocation of Employment Act” or “HIRE Act” (the “Bill”). Generally, the Bill proposes a 25% excise tax on certain outsourcing payments made by U.S. persons or entities to non-U.S. persons or entities. The Bill, if enacted, could have a significant impact on Canadian companies that are currently engaged in certain cross-border arrangements with U.S. companies, including subsidiaries or affiliates. In general, the Bill would impose a 25% excise tax on any premium, fee, royalty, service charge, or other payment made in the course of a trade or business by a U.S. person to any non-U.S. person if the...

Tax

IRS Form 8937 Reporting – An Often-Overlooked U.S. Tax Reporting Requirement

As discussed in our prior blog posting, Canadian companies should be aware that, if they engage in certain “organizational actions” (as discussed below) that affect the tax basis of their securities held by one or more U.S. persons, they may be required to evaluate the effect of such action on the U.S. holder’s tax basis and promptly disclose this information on a properly completed IRS Form 8937, Report of Organizational Actions Affecting Basis of Securities. Generally, Internal Revenue Code Section 6045B (including the Treasury Regulations promulgated thereunder) requires an issuer classified as a corporation for U.S. federal income tax purposes of certain securities to report on an IRS Form 8937 any “organizational action”...

Natural Resources / SEC Rulemaking

Mining Companies May Not Total Inferred Mineral Resources With Other Resource Categories: SEC Guidance

In a recent development for the reporting of mineral resources, it’s come to our attention that the SEC’s staff has taken the position that a mining company subject to the SEC’s disclosure standards under Subpart 1300 of Regulation S-K cannot report “total” mineral resources in a way that would aggregate inferred resources together with any other category of resources, even if figures for measured, indicated, inferred, and measured + indicated resources are otherwise separately disclosed as required by Subpart 1300. While we understand that Canadian regulators have taken a similar position under Canada’s National Instrument 43-101, the SEC has, for the most part, allowed Subpart 1300 issuers to supplement required disclosures with additional...

Employment

Top U.S. Employment Law “Gotchas” for Canadian Companies

As a U.S. employment lawyer who advises numerous Canadian companies, I’ve seen several traps that Canadian companies frequently fall into. The first step in avoiding these traps is to identify them. At-Will Employment is Trap. One of the biggest differences between Canadian and U.S. Employment law is so called “at-will” employment. Theoretically, employers in the U.S. can fire employees without cause and not have to pay severance. But as I like to tell my clients, this means that you can fire employees in the U.S. for any reason you want … except for the 1.7 million reasons you can’t. If an employee is in a protected class (e.g. on the basis of age,...

SEC Rulemaking

EDGAR Next Mandatory Compliance Deadline Is Quickly Approaching

The September 12, 2025 deadline for EDGAR filers to complete their enrollment in the EDGAR system’s new login, password, and access protocols (these updates being referred to as “EDGAR Next”) is fast approaching.  EDGAR filers including SEC reporting companies, Canadian and other non-reporting companies that file Form D’s for their private placements, Canadian and other investors that file SEC beneficial ownership reports on Schedule 13D and 13G, and Canadian and other directors, officers and 10% shareholders that file ownership reports under Section 16, must all enroll in EDGAR Next by this deadline or they will lose the ability to make new filings on or after September 15, 2025. Filers can continue to enroll...

SEC Rulemaking

EDGAR Next is Live – What Canadian Issuers Need to Know

The SEC has updated the EDGAR system’s login, password, and access protocols which will affect Canadian SEC reporting companies and other individuals and entities with EDGAR filing codes, including non-reporting companies that file Form Ds for private placements, Section 16 filers, and investors that file on other reports such as Schedule 13D/G, Form 13F and Form 13G (referred to as “EDGAR Next”). Compliance with EDGAR Next protocols are now mandatory for new filers, while existing filers must comply starting September 15, 2025 and existing filers will have until December 19, 2025, to enroll in the EDGAR Next system. More information is available here.  

Corporate / Securities

FinCEN Eliminates Most Beneficial Ownership Reporting Under the CTA

In what will come as a relief to those Canadians and Canadian companies that own U.S. entities, on Friday, March 21, 2025, FinCEN announced an interim final rule that eliminates the requirement for U.S. entities to file beneficial ownership reports under the Corporate Transparency Act (CTA). U.S. entities will be exempt even if they are owned by a foreign person or foreign company.  As a result, only those foreign companies that directly register to do business in a U.S. jurisdiction will be required to file beneficial ownership reports under the CTA. More information is available in this eUpdate.

Capital Markets / SEC Rulemaking

Rule 506(c) Update: SEC Issues No-Action Letter Allowing Self-Certification of Accredited Investor Status in Certain Circumstances

On March 12, 2025, the staff at the Securities and Exchange Commission (SEC) Division of Corporate Finance issued a no-action letter in response to a request for Rule 506(c) interpretative guidance, agreeing that an issuer could reasonably conclude that it has taken reasonable steps to verify a purchaser’s accredited investor status in an offering of securities conducted under Rule 506(c) of Regulation D if the issuer requires purchasers to invest certain minimum investment amounts, when coupled with the purchaser’s written representations and certain related conditions as outlined in the incoming letter. Rule 506(c) of Regulation D permits issuers to broadly solicit and generally advertise an offering of securities, provided that: all purchasers in the...