Assisting holders of restricted securities in preparing and delivering the necessary legal opinions for the removal of restrictive legends on stock certificates. We provide thorough analysis to ensure all conditions of SEC Rule 144 are met, including applicable holding periods, current public information requirements, and volume limitations, enabling the shares to be freely traded in the public market without registration. Our opinions facilitate smooth transfers and sales for both affiliates and non-affiliates, especially in the Canadian markets.

Expert counsel on qualifying for and maintaining your foreign private issuer status, navigating the nuanced U.S. shareholder and business contacts tests to ensure ongoing compliance and leverage available accommodations.

Assisting companies, including eligible foreign private issuers, in utilizing crowdfunding exemptions for capital raises in the U.S. We have particular expertise in Regulation A+ (Tier 1 and Tier 2) offerings, which allow companies to raise up to US$75 million from both accredited and non-accredited investors through a public offering qualified by the SEC, often referred to as a “mini-IPO.” We guide clients through the offering statement preparation, SEC qualification process, “testing the waters” communications, and ongoing reporting requirements, providing a flexible pathway for broader investor participation.

Advising foreign private issuers on leveraging the exemption from U.S. federal securities registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended. This valuable exemption allows for the issuance of securities in exchange for other securities, claims, or property where the terms and conditions of such exchange are approved, after a fairness hearing, by a court or authorized governmental entity. We provide guidance on structuring transactions (such as cross-border mergers, reorganizations, or debt restructurings) to satisfy the rigorous requirements of this exemption, including navigating the specific conditions concerning foreign court or administrative approvals and ensuring comparable protections for U.S. security holders.

Strategic advice and execution for public and private offerings in the U.S., including initial public offerings (IPOs), follow-on offerings, private placements (such as Regulation D and Regulation S offerings), and American Depositary Receipt (ADR) programs.

Comprehensive support for all aspects of SEC registration, including drafting and filing F-series registration statements (e.g., Form 40-F, 20-F, F-1, F-3, F-4), and ensuring meticulous compliance with ongoing reporting obligations through annual reports on Form 40-F Form 20-F and current reports on Form 6-K.

Assisting FPIs in meeting the initial and ongoing listing requirements of major U.S. exchanges like the New York Stock Exchange (NYSE) and Nasdaq. This includes advising on quantitative standards (e.g., global market capitalization, shareholder equity, public float, share price) and qualitative standards, while leveraging FPI-specific exemptions from certain corporate governance rules, such as those related to board and committee independence (beyond audit committee), provided home-country practices are disclosed.

Advising FPIs on accessing the U.S. public markets through the OTC Markets (OTCQX, OTCQB). We guide companies through the specific eligibility criteria, disclosure requirements, and ongoing compliance obligations for these tiers, which offer a more accessible entry point to U.S. investors compared to national exchanges. This includes assistance with maintaining “current information” status, preparing and posting required financial reports and disclosures, and leveraging Rule 12g3-2(b) exemptions where applicable.

Guidance on U.S. corporate governance best practices, including board responsibilities, executive compensation, and navigating the differences between U.S. and home-country governance requirements. We also advise on critical compliance matters such as insider trading rules and Regulation FD.

Providing end-to-end legal support for inbound M&A activities involving U.S. targets, or for U.S. businesses considering a foreign acquirer. Our expertise spans the full spectrum of M&A deal structures, including stock acquisitions, asset purchases, mergers, tender offers, and joint ventures. We advise on critical aspects such as due diligence, deal structuring, negotiation and drafting of definitive agreements, securing necessary regulatory approvals (including antitrust clearances under HSR and national security reviews by CFIUS for foreign investment in the U.S.), shareholder approvals, and post-closing integration issues. We navigate the unique cross-border complexities and U.S. securities law implications inherent in these transactions.

Seamless legal support for complex cross-border mergers, acquisitions, joint ventures, and other corporate transactions, ensuring adherence to both U.S. and international legal frameworks.

We are committed to providing practical, tailored solutions that enable foreign companies to successfully navigate U.S. corporate and securities laws, achieve their strategic objectives, and thrive in the global marketplace.