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 […]

Sessions Rescinds The Cole Memorandum

On January 4, 2018, Attorney General Jeff Sessions issued a memorandum to all U.S. Attorneys rescinding previous enforcement priorities of the Department of Justice related to marijuana, including guidance provided under the Ogden and Cole Memorandums. In the memorandum Sessions states that since Congress has prohibited the cultivation, distribution and possession of marijuana under the […]

California Adopts Emergency Cannabis Regulations

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.1  As a result the State of California […]

Financial Choice Act: The Potential Impact on Capital Market Participants and Securities Law Provisions

In June 2017, the Financial Choice Act of 2017 1 (the “Choice Act”) was passed by the U.S. House of Representatives with all but one Republican voting in support of the Choice Act, a bill designed to substantially restructure the post-crisis regulatory framework of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 […]

SEC Issues Guidance on Initial Coin Offerings

On July 25, 2017, the U.S. Securities and Exchange Commission (the “SEC”) issued a Section 21(a) Report of Investigation (the “Report”) on the initial coin offerings (“ICO”) in the decentralized autonomous organization (“DAO”) created by Slock.it UG, a German corporation, through the Ethereum blockchain (the “Slock.it DAO”). The Report focused on the fact pattern of […]

Recreational Cannabis: Oh Canada!

Introduction The Federal Government has set July 2018 as the target date for legalization of recreational cannabis in Canada. Until that time, recreational cannabis production, use and sale remains illegal. Bill C-45, An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts1 was introduced on April […]

SEC Issues Investor Bulletin on Initial Coin Offerings

On July 25, 2017, the United States Securities and Exchange Commission (the “SEC”) issued an Investor Bulletin1 on Initial Coin Offerings (“ICO”). The SEC’s Office of Investor Education and Advocacy stated while and ICO “may provide fair and lawful investment opportunities . . . new technologies and financial products, such as those associated with ICOs, […]

Regulation A+ May Soon Be Extended To SEC Reporting Companies

On September 5, 2017 the U.S. House of Representatives passed the Improving Access to Capital Act 1 (the “Act”).  This Act directs the SEC to amend and expand the availability of Regulation A+ to SEC reporting companies. Regulation A+ was introduced under Title IV of the Jumpstart Our Business Startup Act (“JOBS Act”) with the […]

The CSA Issues Notice On Cryptocurrency Offerings

What are Cryptocurrencies and ICOs? A cryptocurrency is a data-based currency that can be used in cryptography-secured transactions. Bitcoin is the first, and most famous decentralized cryptocurrency, meaning it is uncontrolled by a central bank. Many other decentralized cryptocurrencies followed bitcoin such as Ethereum, Litecoin and Z-Cash. Bitcoin uses a decentralized database, called the blockchain, […]

Foreign private issuer status: What is it and why is it important?

For Canadian public companies that access the U.S. capital markets or that have U.S. shareholders it is important that they understand what it means to have “foreign private issuer”(“FPI”) status under United States securities laws and the benefits of FPI status and the potential consequences of losing FPI status. What is a foreign private issuer? […]