D&O Insider Reporting In The U.S.: Business As Usual For Canadian Issuers

SEC exempts directors and officers of Canadian issuers from Section 16 insider reporting obligations

In welcome news, the SEC has determined that Canadian insider reporting requirements are substantially similar to the requirements under U.S. federal securities laws and has exempted directors and officers of Canadian issuers that are foreign private issuers from the U.S. requirements. Without this exemption, directors and officers of cross-listed Canadian issuers would have been required to start making U.S. insider reporting filings commencing March 18, 2026.

In fact, the exemption extends more broadly than Canada. It is available to directors and officers of a foreign private issuer that is either: (i) incorporated or organized in a qualifying jurisdiction (i.e., Canada, Chile, the European Economic Area, Korea, Switzerland and the United Kingdom) and subject to a qualifying regulation (i.e., Canada's NI 55-104 and similar regulations imposed by the other qualifying jurisdictions) of the same jurisdiction or (ii) incorporated or organized in a qualifying jurisdiction but subject to a qualifying regulation of a different qualified jurisdiction listed above.

To qualify for this exemption, a director or officer of a Canadian reporting issuer must report his or her transactions in the issuer's securities under Canada's System for Electronic Disclosure by Insiders (known as SEDI).

The exemption is not limited to Canadian reporting issuers that are eligible to benefit from the long-standing Multijurisdictional Disclosure System framework adopted by the SEC and Canadian securities regulators.

A copy of the exemption order can be found here.

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