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
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.
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”).
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+.
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.
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”).
The ACMPR: An Introduction
The laws relating to medical cannabis are rapidly evolving. The Marihuana for Medical Purposes Regulations (hereinafter the “MMPR”) required patients prescribed cannabis for medical reasons to purchase cannabis from a producer licensed by Health Canada. In Allard v. Canada1, the Federal Court found that this limitation was a violation of patients’ life, liberty and security of person as guaranteed by section 7 of the Charter.
The SEC Issues No-Action Letter On Use Of Form F-7 In Connection With Canadian Rights Offerings
In December 2015, the Canadian Securities Administrators (the “CSA”) brought into force an amended regime for prospectus-exempt rights offering’s in Canada (the “Amendments”).