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Raising Capital in the United States: A Canadian Company’s Guide to Using MJDS for U.S. Public Offerings and Periodic Reporting

Author(s): Jason Comerford, Rob Lando

Nov 12, 2020

Canadian issuers frequently turn to the U.S. capital markets through the Multi-jurisdictional Disclosure System (the MJDS) for both financing needs and other strategic reasons. MJDS is a reciprocal initiative adopted by the Securities and Exchange Commission and the Canadian Securities Administrators designed to facilitate cross-border public offerings of securities. Under MJDS, issuers can meet their disclosure obligations in both Canada and the U.S. by complying with the issuer’s home country disclosure standards.

MJDS has made it significantly easier for Canadian issuers to gain access to the coveted U.S. capital markets, which is strategically advantageous for several reasons: For example, a public offering of securities in the U.S. opens up a broader range of institutional and retail investment possibilities than is available in Canadian capital markets. In addition, a listing on a U.S. stock market increases the potential for coverage of a company by analysts, which in turn may lead to a higher valuation of the company. Finally, many Canadian companies are expanding their businesses through the acquisition of U.S. securities, which can be valuable as acquisition currency.

But the U.S. securities markets are regulated at both the federal and state level, which means Canadian issuers will need to be cognizant of various compliance issues. We’ve updated our comprehensive “Raising Capital in the United States: A Canadian Company’s Guide to Using MJDS for U.S. Public Offerings and Periodic Reporting,” to give our Canadian clients an in-depth explanation of compliance issues and all aspects of the MJDS including the following topics:

  • Overview of MJDS
  • Registered offers and sales of securities under MJDS
  • Exchange Act registration and stock exchange listings
  • Corporate governance requirements of the NYSE, NYSE MKT and NASDAQ
  • Corporate governance requirements under Federal Securities Laws
  • Using MJDS to satisfy U.S. periodic and current reporting obligations
  • Other considerations for U.S. reporting issuers and their shareholders

 

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A Canadian Company’s Guide to Using MJDS for U.S. Public Offerings and Periodic Reporting

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