SEC Guidance For Foreign Private Issuers

Canadian MJDS companies and other foreign private issuers enjoy the benefit of various exemptions under U.S. securities laws. For example, foreign private issuers are not subject to the U.S. proxy rules or the section 16(a) insider reporting requirements, they are provided with certain accommodations in connection with capital raising transactions and their ongoing reporting and corporate governance obligations are somewhat less onerous than the obligations of U.S. companies. On December 8, the SEC published new Compliance and Disclosure Interpretations (C&DIs) addressing several questions relevant to foreign private issuers. The new C&DIs are generally favourable to foreign private issuers and are consistent with past advice that we have given to our foreign private issuer clients. Below is a summary of the guidance provided in the C&DIs.