In September, a new bill was introduced in the U.S. Senate entitled the “Halting International Relocation of Employment Act” or “HIRE Act” (the “Bill”). Generally, the Bill proposes a 25% excise tax on certain outsourcing payments made by U.S. persons
Cross-Border Counselor
Cross-Border Counselor, published by Dorsey & Whitney LLP, focuses on legal issues affecting cross-border business activities between the U.S. and other countries, particularly Canada. The blog covers U.S. tax legislation impacting international transactions, reporting requirements for securities and organizational actions, regulatory compliance for mining companies under SEC rules, and employment law challenges for foreign companies operating in the U.S. It also addresses procedural updates related to SEC filing systems and compliance deadlines. The content is aimed at companies navigating the complexities of cross-border trade, tax, employment, and securities regulations.
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IRS Form 8937 Reporting – An Often-Overlooked U.S. Tax Reporting Requirement
As discussed in our prior blog posting, Canadian companies should be aware that, if they engage in certain “organizational actions” (as discussed below) that affect the tax basis of their securities held by one or more U.S. persons, they may…
Mining Companies May Not Total Inferred Mineral Resources With Other Resource Categories: SEC Guidance
In a recent development for the reporting of mineral resources, it’s come to our attention that the SEC’s staff has taken the position that a mining company subject to the SEC’s disclosure standards under Subpart 1300 of Regulation S-K cannot…
Top U.S. Employment Law “Gotchas” for Canadian Companies
As a U.S. employment lawyer who advises numerous Canadian companies, I’ve seen several traps that Canadian companies frequently fall into. The first step in avoiding these traps is to identify them. At-Will Employment is Trap. One of the biggest differences…
EDGAR Next Mandatory Compliance Deadline Is Quickly Approaching
The September 12, 2025 deadline for EDGAR filers to complete their enrollment in the EDGAR system’s new login, password, and access protocols (these updates being referred to as “EDGAR Next”) is fast approaching. EDGAR filers including SEC reporting companies, Canadian…
EDGAR Next is Live – What Canadian Issuers Need to Know
The SEC has updated the EDGAR system’s login, password, and access protocols which will affect Canadian SEC reporting companies and other individuals and entities with EDGAR filing codes, including non-reporting companies that file Form Ds for private placements, Section 16…
FinCEN Eliminates Most Beneficial Ownership Reporting Under the CTA
In what will come as a relief to those Canadians and Canadian companies that own U.S. entities, on Friday, March 21, 2025, FinCEN announced an interim final rule that eliminates the requirement for U.S. entities to file beneficial ownership reports…
Rule 506(c) Update: SEC Issues No-Action Letter Allowing Self-Certification of Accredited Investor Status in Certain Circumstances
On March 12, 2025, the staff at the Securities and Exchange Commission (SEC) Division of Corporate Finance issued a no-action letter in response to a request for Rule 506(c) interpretative guidance, agreeing that an issuer could reasonably conclude that it…
NYSE American Amends Shareholder Approval Requirements
The NYSE American stock exchange requires a listed company to obtain shareholder approval prior to issuing shares pursuant to (i) stock-based compensation plans, (ii) certain acquisitions and change of control transactions, and (iii) certain other transactions that may result in…
CTA Will Now Apply Only to Foreign Reporting Companies
On February 27, 2025, FinCEN confirmed that it would halt enforcement actions in relation to the Corporate Transparency Act (“CTA”) while it developed revised regulations that would prioritize reporting for “those entities that pose the most significant law enforcement and national security…