News & Knowledge

SEC Proposes Amendments to Rule 144 Holding Period Determination for Market-Adjustable Securities

On December 22, 2020, the US Securities and Exchange Commission (the ”SEC”) proposed certain amendments (the “Proposed Amendments”) to Rule 144, Forms 144, 4 and 5 and Rule 101 of Regulation S-T of the US Securities Act of 1933, as amended (the “Securities Act”). Most significantly, the Proposed Amendments would, if adopted, revise the Rule 144 holding period determination for securities acquired upon the conversion or exchange of certain market-adjustable securities

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Cannabis Industry Cautiously Optimistic Following US Election

With the US election decided (with the exception of two Senate races in Georgia, where a runoff election will be held on January 5th), businesses, investors and counsel are evaluating the implications of a Democratic presidency for the cannabis industry. President Elect Joseph Biden has indicated that cannabis decriminalization will be a priority for his administration and Democrats in both the Senate and the House of Representatives have pledged their support for full legalization.

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SEC Amends Exempt Offering Framework

On November 2, 2020, the U.S. Securities and Exchange Commission (the ”SEC”) voted to amend the exempt offering framework (the “Amendments”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

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New SEC Rules Pose Challenges for Canadian Mining Registrants

On October 31, 2018, the US Securities and Exchange Commission (the “SEC”) adopted final rules (the “Rules”) updating disclosure requirements for registrants with material mining operations under the US Securities Act of 1933 (as amended, the “Securities Act”) and the US Securities Exchange Act of 1934 (as amended, the “Exchange Act”), including foreign private issuers filing annual reports or registration statements with the SEC on forms 20-F, F-1, F-3 or F-4, voluntarily filing on domestic reporting forms or preparing offering circulars on Form 1-A under Regulation A+. 

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SEC Proposes “Finder” Exemption to U.S. Broker-Dealer Registration Requirements to Facilitate Small Business Capital Raising

On October 7, 2020, the U.S. Securities and Exchange Commission (the ”SEC”) proposed a new limited, conditional exemption (the “Proposed Exemption”) from the broker-dealer registration requirements of Section 15(a) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) for “finders” who assist issuers with raising capital in private markets from accredited investors.

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SEC Approves Amendments to Definition of Accredited Investor

On August 26, 2020, the Securities and Exchange Commission (“SEC”) approved amendments to the U.S. Securities Act of 1933, as amended (the “Securities Act”), which, among other things, expand the definition of accredited investor (the “Amendments”).

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Sessions Rescinds The Cole Memorandum

In the summer, the State Legislature of California passed California Senate Bill 94 which effectively consolidated the two separate licensing regimes for medicinal cannabis regulations (the Medical Cannabis Regulation and Safety Act (“MCRSA”)) and recreational cannabis regulations (Adult Use of Marijuana Act (“AUMA”)) in the State of California.

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CSA Updates Guidance for Issuers with U.S. Marijuana Operations or Assets

It was unclear how the Canadian Securities Administrators (“CSA”) would react to the rescission of the Cole Memorandum by Attorney General Jeff Sessions, we recently discussed,  given that Canadian issuers with U.S. assets or operations rely on the regulatory framework created by each State based on the guidance and enforcement priorities set forth in the Cole Memorandum.

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