Dozens of Canadian law firms and management companies turn to us for cross-border U.S. securities law advice and services for their clients because of our expertise, responsiveness and reasonable pricing.
We are a Washington, DC law firm. We act as U.S. securities counsel for Canadian companies that are listed, or are preparing to list, on the Toronto Stock Exchange, TSX Venture Exchange, Canadian Securities Exchange or Cboe Canada, as well as for Canadian investment banks acting as underwriters and agents for Canadian listed companies.
We provide the following U.S. securities law services:
Canadian listed companies benefit in many ways when they trade in the United States on the OTC Markets, which is comprised of three market tiers: The Pink® Open Market, OTCQB® Venture Market and OTCQX® Best Market.
International companies that apply to trade on the OTCQB or OTCQX are required to retain a qualified attorney or investment bank sponsor. Canadian law firms and management companies regularly recommend us to sponsor their clients.
Securities Law USA is a leading OTCQB and OTCQX sponsor. We have been the sponsor of choice for over 350 companies.
The OTCQB and OTCXQX application processes can seem complex and daunting. As your sponsor, we will help to demystify the process and help you to proceed confidently.
A Canadian company that applies to trade on the OTCQB or OTCQX benefits from concurrently applying for its shares to be made eligible for deposit at the Depository Trust Company, or DTC. DTC is the U.S. equivalent of Canada’s Canadian Depository for Securities, or CDS.
DTC eligibility allows a company’s common shares to be electronically cleared and settled by brokers through DTC, which simplifies the trading process, tends to increase U.S. broker participation and market liquidity, and helps to broaden a company’s U.S. investor base. DTC eligibility enables U.S. investors to trade shares of Canadian companies seamlessly through their U.S. brokerage accounts, facilitating faster and more secure transactions.
How we can help:
We will help you select a DTC Participant—a U.S. broker or transfer agent—to prepare and submit your company’s application for DTC eligibility. Our role will be to help you understand the application process, which can seem baffling at first, and to provide a legal opinion to DTC near the end of the application process.
Your DTC Participant will ask you to provide a copy of an outstanding share certificate for them to submit with the DTC application. The shares represented by that certificate (the “Shares”) must be held by a non-affiliate of your company and must be unrestricted and unlegended.
The legal opinion that we provide to DTC will confirm that those Shares were issued in compliance with U.S. securities laws and may be reregistered in the name of DTC’s nominee, Cede & Co., without registration under U.S. securities laws. To support our opinion, we will ask you to send us copies of certain company documents relating to the issuance of the Shares and will ask an officer of your company to sign and return an officer’s certificate.
At the end of the application process, after DTC eligibility has been obtained, DTC will require that the Shares—or any other unrestricted shares of your company—be deposited with DTC. Shares must be deposited with DTC within 30 days for DTC eligibility to be maintained. We will help you understand how to arrange for a broker to make that deposit.
Hi, and welcome! I am Brad Wiggins, managing member of Securities Law USA. I am an attorney licensed in the District of Columbia and California. I organized Securities Law USA in 2009 to focus primarily on providing cross-border U.S. securities law services to Canadian lawyers and their clients.
Since then, our focus has both narrowed and widened—narrowed to focus exclusively, not primarily, on working with Canadians, and widened to add cross border capital markets services for Canadian companies, including OTCQX and OTCQB sponsorship and DTC eligibility.
Interestingly, our interaction with Canadian lawyers and their clients started at the very beginning of my career, when I was a staff attorney in the SEC’s Division of Corporation Finance in Washington, DC. The Corp Fin office where I worked was responsible for reviewing a large number of Form 20-Fs filed each year by Canadian mining companies, in addition to a variety of other filings by companies in other industries.
After four years at the SEC, during which I also earned an LL.M. degree in Securities Regulation from Georgetown University Law Center by attending classes at night, I spent my first year in private practice in the Los Angeles office of a national law firm, where I also received valuable training.
Then I joined a boutique corporate law firm in Los Angeles, where I had the unexpected good fortune of beginning to develop expertise in cross-border securities law and of establishing key relationships with Canadian lawyers and contacts at Canadian investment banks and merchant banks. I was made a partner of the firm and founded the firm’s cross-border practice group. I diligently grew the practice by making many trips to Vancouver, Toronto and elsewhere in Canada to network with Canadian lawyers and other contacts.
It has been a long, sometimes grueling, but ultimately very satisfying road to get to where we are today. At Securities Law USA we continue to seek to develop and maintain positive working relationships with what has become a whole host of respected colleagues at Canadian law firms and management companies. It is a blessing to know and work with so many of you. Thank you for the opportunity to team up with you in serving your respective clients.