Category: Securities

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...

Corporate / Securities

FinCEN Eliminates Most Beneficial Ownership Reporting Under the CTA

In what will come as a relief to those Canadians and Canadian companies that own U.S. entities, on Friday, March 21, 2025, FinCEN announced an interim final rule that eliminates the requirement for U.S. entities to file beneficial ownership reports under the Corporate Transparency Act (CTA). U.S. entities will be exempt even if they are owned by a foreign person or foreign company.  As a result, only those foreign companies that directly register to do business in a U.S. jurisdiction will be required to file beneficial ownership reports under the CTA. More information is available in this eUpdate.

Corporate / Securities

CTA Will Now Apply Only to Foreign Reporting Companies

On February 27, 2025, FinCEN confirmed that it would halt enforcement actions in relation to the Corporate Transparency Act (“CTA”) while it developed revised regulations that would prioritize reporting for “those entities that pose the most significant law enforcement and national security risks.” On March 2, 2025, the U.S. Treasury Department confirmed that the scope of those new regulations would be limited to “foreign reporting companies” only, and that Treasury would not “enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect”. Essentially, the U.S. government has now abandoned the CTA for the vast majority of reporting companies that were covered under the prior...

Capital Markets / SEC Rulemaking / Securities

EDGAR Next – Changes to Filer Access and Account Management

On September 27, 2024, the Securities and Exchange Commission (SEC) approved substantial updates to the EDGAR system’s login, password, and access protocols that will affect Canadian SEC reporting companies and other individuals and entities with EDGAR filing codes including Section 16 filers. (referred to as “EDGAR Next”). Compliance with the new EDGAR Next protocols will be mandatory for new filers starting March 24, 2025, while existing filers must comply from September 15, 2025. Filers have until December 19, 2025, to enroll in the EDGAR Next system. More information is available here.  

Capital Markets / Securities

Comparison of Canadian and U.S. Securities Laws

Last month, I was invited to speak to the Canadian Securities Administrators, focusing on how U.S. securities exemptions, prospectus forms, and continuous disclosure requirements differ from their Canadian counterparts. One of the handouts was a side-by-side comparison of the different exemptions and forms, that we thought our readers might also appreciate. Here is an updated version you can download and print.

Employment / Securities

Companies Subject to U.S. Jurisdiction Should not Restrict Personnel from Being SEC Whistleblowers, or Receiving SEC Whistleblower Awards

SEC rules prohibit taking “any action” to impede an individual from communicating directly with the SEC about a possible securities law violation, including by enforcing, or threatening to enforce, a confidentiality agreement. Previously, the SEC has brought enforcement actions against, and secured large monetary settlements from, companies whose internal agreements and policies included broad confidentiality provisions that would restrict an employee from voluntarily being a whistleblower to the SEC. This month, the SEC announced a new round of settlements with seven different U.S. listed companies, who agreed to pay the SEC penalties totaling $3 million for violating these rules. What is notable about this new round of enforcement is that in each case,...

Capital Markets / Securities

The Perils of Finder’s Fees (Revisited)

Way back in 2017, one of our earliest posts discussed the legal and financial risks to both the issuer and the finder if an issuer pays a finder’s fee in connection with a sale of securities in the United States, and the person receiving the fee is not a U.S. registered broker-dealer. In many cases, this type of fee violates U.S. securities laws. However, this continues to occur from time to time, especially in deals where U.S. counsel is not consulted prior to the closing. For a brief summary of the risks of paying this type of finder’s fee, and an example of one issuer that declared bankruptcy as a result, read on....

Capital Markets / SEC Rulemaking / Securities

The SEC Amends Policy on Economic Projections, and Issues Final Rules and Additional Guidance for SPACs and Shell Companies

As discussed in our eUpdate published today, the SEC on January 24, 2024 adopted final rules amending the disclosure and registration requirements applicable to special purpose acquisition companies (SPACs) and shell companies that register or file reports with the SEC. These amendments impose significant new requirements on SPAC IPOs, as well as de-SPAC and similar transactions for SEC reporting shell companies. The new SEC rules do not apply to Canadian capital pool companies, SPACs, or shell companies unless they register or file reports with the SEC. As part of the final rule package, the SEC also amended its guidance for all SEC reporting companies on how to make economic projections in SEC filings,...