Employment

“At-Will” Employment Can Be a Trap for Canadian Companies with U.S. Employees

One of the biggest differences between employment in Canada and employment in the U.S. is the fact that, with the exception of a few jurisdictions, employment in the U.S. is “at-will.” While in Canada employees who are terminated without cause often must be paid severance, in the absence of a contract requiring severance, a U.S. employer is generally not obligated to pay severance when an employee is fired without cause. Canadian companies sometimes understand this to mean that they have more flexibility to terminate employees in the U.S. This is often a mistake. While employers do not need “cause” to terminate employees, employers may not terminate employees for a discriminatory reason, such as...

International Trade

Trump Administration Proposes New Section 301 Tariffs

On June 1st, President Trump issued a Proclamation to adjust the Section 232 duties on derivative goods made of aluminum, copper, and steel, which are generally set at 50%. Goods that are eligible for preferential treatment under the U.S.-Mexico-Canada Agreement (“CUSMA” or “USMCA”) will be subject to a lower 25% duty rate with respect to the non-U.S. content, with a minimum duty rate of 15% ad valorem. This reduced rate will be in effect from 8 June 2026 through 31 December 2027. On June 2nd, the Office of the U.S. Trade Representative (“USTR”) issued a Section 301 report that accused Canada of insufficiently enforcing its import ban against forced labor products, which USTR...

Capital Markets / SEC Rulemaking

SEC Proposes Optional Semiannual Reporting for Companies that File Annual Reports on Form 10-K

On May 5, 2026, the Securities and Exchange Commission (“SEC”) proposed a significant change to the Exchange Act periodic reporting framework that would allow U.S. domestic reporting companies to elect semiannual interim reporting in place of the current mandatory quarterly Form 10-Q regime. Under the proposal, eligible Exchange Act reporting companies could choose to file one semiannual report on a new Form 10-S and one annual report on Form 10-K each fiscal year, rather than three quarterly reports on Form 10-Q and one annual report. More information on the proposal is available here.

Employment

“At-Will” Employment in the U.S. – It’s a Trap!

Many Canadian employers expanding into the U.S. believe the U.S. legal presumption of at-will employment will provide them with additional protection against wrongful termination claims. Unfortunately for those employers, this belief is a trap. In Canada, employees who are terminated without cause often must be paid severance. In the U.S. however, an employer is generally not obligated to pay severance when an employee is fired without cause unless there is a contract requiring severance. The reality in the U.S. is that essentially every employee falls into an exception to the at-will employment doctrine. Wrongful termination claims in the U.S. are almost always discrimination or retaliation claims. In the former claim, the employee alleges...

Capital Markets / SEC Rulemaking

Section 16 Reporting by Insiders of SEC-reporting Foreign Private Issuers: CANADA IS EXEMPT!

Good news! The SEC has issued exemptive relief under the Holding Foreign Insiders Accountable Act (the HFIAA). For those of you focused on more important things in life, like Major League Baseball’s opening day later this month, let us give you a brief recap of the HFIAA. The HFIAA was signed into law on December 18, 2025 and it subjected directors and officers of foreign private issuers to beneficial ownership and transactional reporting with the SEC if the issuer’s securities are registered under Section 12(b) or 12(g) of the Exchange Act of 1934.  Reporting commences on March 18, 2026, but the SEC was permitted to issue exemptive relief.  More detail about the HFIAA...

SEC Rulemaking / Securities

Dorsey Webinar: Preparing for Section 16 Reporting by Insiders of Foreign Private Issuers (1/29/26)

Directors and officers of SEC-reporting foreign private issuers will be required to report their beneficial ownership and transactions in company equity securities to the SEC beginning March 18, 2026, absent exemptive relief from the SEC. On Thursday, January 29th at 12:00 CT, Dorsey is presenting a complementary webinar that will provide an overview of the process of obtaining Edgar filing codes for your insiders, the information required for the initial Section 16 reports, and the basics of Section 16(a) reporting. More information, including the availability of CLE and CPD credits, and registration are available here.

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...