Category: General

Capital Markets / General

NYSE American Amends Shareholder Approval Requirements

The NYSE American stock exchange requires a listed company to obtain shareholder approval prior to issuing shares pursuant to (i) stock-based compensation plans, (ii) certain acquisitions and change of control transactions, and (iii) certain other transactions that may result in the issuance of more than 20% of the previously outstanding shares (the “20% Rule”).  Effective March 6, 2025, the NYSE American amended the 20% Rule.  Previously, the 20% Rule contained an exemption for (x) a transaction that the NYSE American deems to be a “public offering” under a multi-factor test (the “Public Offering Exception”), and (y) any other transaction at a price not less than the greater of book or market value per...

General

Trump Cites National Emergency to Launch Trade War Against Canada, China, and Mexico

ON FEBRUARY 6, 2025, AN UPDATE WAS ADDED TO THE END OF THIS POST. According to a White House Fact Sheet published on February 1, 2025, the Trump Administration followed through with its threat to impose high U.S. import tariffs on Canadian, Chinese, and Mexican origin products. These tariffs will subject many Canadian and Mexican origin products to a 25% import duty, while Chinese origin products will be subject to a 10% import duty. U.S. President Donald Trump invoked his authority under the International Emergency Economic Powers Act (“IEEPA”) to impose the sweeping tariffs, citing a national emergency relating to fentanyl trafficking and illegal border crossings. The Executive Order that targets Canada prescribes...

General

Corporate Transparency Act: Enforcement Halted Pending Further Court Developments

Canadian companies with U.S. subsidiaries have been gearing up all year to file beneficial ownership reports with FinCEN pursuant to the Corporate Transparency Act, in advance of a January 1, 2025 deadline for entities that were formed prior to 2024. Many have already completed their analysis and either determined that they qualify for an exemption or filed their initial beneficial ownership reports. On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction against enforcement of the January 1, 2025 deadline. More information is available here. Companies that have not yet filed their initial beneficial ownership reports, and that are not exempt, now have a...

Mining-Chambers-Global

General / Natural Resources

Dorsey’s Mining Practice Group and Attorneys Recognized in Chambers Global 2024

Dorsey’s Mining & Metals practice area and three mining partners, the most lawyers of any U.S. law firm, received a Band 1 recognition by Chambers and Partners in its Chambers Global 2024. The recognized attorneys from Dorsey’s Canada Cross-Border practice group include Kimberley Anderson, Chris Doerksen and Wells Parker – just in time for the Prospectors & Developers Association of Canada (PDAC) Convention! The Chambers Global Guide ranks the top lawyers and law firms in over 200 jurisdictions across the world. Each ranking is based on Chambers’ in-depth research conducted by its dedicated and experienced team of researchers. It annually collects hundreds of thousands of responses from clients. Learn more about Dorsey’s Mining practice...

General / International Trade

Trump Administration Re-imposes Sec. 232 Tariff on Canadian Primary Aluminum

On August 16, 2020, the United States re-imposed Section 232 tariffs on Canadian-origin primary aluminum imports, adding another twist to the long-standing trade dispute with Canada over its aluminum exports to the United States.  This tariff action followed a proclamation issued by President Trump dated 6 August 2020.[1]  Citing an 87% surge in imports of primary aluminum from Canada since a tariff truce announced in May 2019, the Trump administration re-imposed a 10% tariff on these imports.  This re-imposition of tariffs is happening despite the recent entry into force of the U.S.-Mexico-Canada Agreement (“USMCA”) in July 2020.  Canada promptly retaliated in kind by announcing countermeasure tariffs on certain U.S. aluminum goods. In early...

Capital Markets / General / SEC Rulemaking / Securities

SEC Seeks to Encourage Registered Debt Offerings by Amending Financial Statement Requirements

On March 2, the Securities and Exchange Commission adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees. The final amendments amend Rule 3-10 of Regulation S-X and partially relocate its provisions to new Rule 13-01 and completely relocate Rule 3-16 into new Rule 13-02 (Rule 3-16 will continue to exist during the transition period). The Commission stated that the amendments are intended to: Improve existing Rules 3-10 and 3-16 by requiring disclosures that focus investors on the information that is material given the specific facts and circumstances and by making the disclosures easier to understand; Reduce the cost of compliance for registrants...

Capital Markets / General / Securities

SEC Reminds Companies of Disclosure Obligations Relating to Coronavirus

In connection with the order issued by the Securities and Exchange Commission on March 4 providing filing relief for companies that are affected by the coronavirus, the Commission reminded all companies to be vigilant regarding their disclosure obligations related to the evolving coronavirus scenario. A company’s assessment of, and plans for addressing, material risks to its business and operations resulting from the coronavirus can be material to investors, and companies are encouraged, to the fullest extent practicable, to keep investors and markets informed of material developments. As a reminder, under the federal securities laws: When a company has become aware of a risk related to the coronavirus that would be material to its...