Stewart Muglich

SEC adopts rules for resource extraction issuers

The Securities and Exchange Commission (the “Commission”) recently announced it adopted final rules to require resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas or minerals.

The rules require an …

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SEC adopts amendments to implement changes for Exchange Act registration requirements

Recently, the Securities and Exchange Commission (“SEC”) adopted final rules regarding the thresholds for registration, termination of registration and suspension of reporting under Section 12(g) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).…

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New take-over bid regime

The Canadian Securities Administrators (the CSA) recently adopted amendments to the take-over bid regime (the Bid Amendments). Except in Ontario, provided all necessary approvals are obtained, the Bid Amendments and Early Warning Amendments will come into force on …

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New report of exempt distribution aims to reduce the compliance burden for issuers

The Canadian Securities Administrators (CSA) recently adopted a new harmonized report of exempt distribution (the New Report). Issuers that rely on certain prospectus exemptions to distribute securities are required to file a report of exempt distribution within …

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Environmental, social and governance issues – dealing with them is good business

Environmental, social and governance (ESG) issues have become very important issues in the investment world. Sustainability has been one of the more significant recent trends in global financial markets. It has taken the form of investors’ desire for …

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What to consider when buying and selling a business

Buying or selling a business can be a complex matter depending upon the nature of the business being acquired or sold and the structure being used to effect such a sale. Every such transaction is also unique and the considerations …

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New prospectus exemption when dealing with an investment dealer

British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick are each adopting a prospectus exemption that, subject to certain conditions, allows issuers listed on a Canadian exchange to raise money by distributing securities to investors who have obtained advice about the …

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Crowdfunding in Canada and the United States

In Canada, two separate crowdfunding initiatives have been implemented:

  • The securities regulatory authorities in British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick and Nova Scotia (collectively, the “start‑up participating jurisdictions”) recently adopted substantially harmonized registration and prospectus exemptions (together,
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Existing securityholder exemption vs rights offering exemption

A little over a year ago, certain of the Canadian Securities Administrators (the “CSA”) adopted a new exemption (Ontario adopted a revised version a few months later) which allowed listed issuers to issue listed securities to their existing …

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Insider trading

The two most common areas which see disciplinary action against issuers and non-registrants under the securities regulation are: (1) trading in securities without an appropriate exemption from the prospectus and registration requirements, and (2) insider trading. Ensuring that you have …

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