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Legal Updates

Beyond the Legend: Navigating Rule 144 and Section 4(a)(1) for Securities Resale

Navigating Rule 144 and Section 4(a)(1) for Securities Resale For companies and their shareholders, the ability to freely trade securities is paramount. However, certain...

Section 16 Reporting for FPIs: The Practical Fallout

Update (March 2026): The SEC has now granted conditional exemptive relief from the new Section 16(a) reporting requirements for directors and officers of Canadian...

The Hidden Trap for U.S. Companies Listing on Foreign Exchanges: The Illusion of “Free-Trading” Shares

U.S. companies listing on foreign exchanges face hidden Regulation S and Rule 905 restrictions. Learn why new shares can’t be truly free-trading and how...

Reg A+ vs. Reg CF: Choosing Your Path to Public Capital

Compare Regulation A+ and Regulation Crowdfunding (Reg CF) to identify the best route for your company’s capital raise, while managing SEC shareholder thresholds and...

Is Your Company a Foreign Private Issuer? Understanding the SEC’s FPI Test

Learn how to determine if your company qualifies as a Foreign Private Issuer (FPI) under SEC rules. Understand the 50% U.S. shareholder test, “look-through”...

Demystifying SEC Registration: When Your Shareholder Count Triggers Public Reporting

Learn how the SEC’s Section 12(g) registration threshold works — including the 2,000 / 500 shareholder rule, $10 million asset test, and key exemptions...

Investor Alert: Navigating SEC Filing Deadlines and IPO Effectiveness During the 2025 Government Shutdown

The federal government shutdown, which began on October 1, 2025, continues to pose significant operational challenges for capital markets participants. While the Securities and...

The 5% Rule: What Every Investor Needs to Know About Schedule 13D and 13G Filings

For investors and legal counsel dealing with a Canadian public company, it’s crucial to understand a key fact: some Canadian issuers are subject to...

SEC’s EDGAR Next: A Must-Know for Filers and Their Legal Teams

The SEC has rolled out EDGAR Next, a major upgrade to its filing system. It started on March 24, 2025, and it changes how...
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