Securities Law USA, 10 G Street, NE, Suite 600, Washington, DC
Call Us:
(202) 539-8449
U.S. Securities Counsel
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:
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- We team up with Canadian law firms that represent SEC reporting companies to help them prepare the companies’ periodic reports under the 1934 Act and registration statements under the 1933 Act. We assist them in preparing proxy statements / management information circulars for client AGMs and special shareholder meetings.
- When Canadian underwritten or brokered financings include U.S. investors, we assist the issuers, underwriters or agents in preparing U.S. disclosures in the applicable offering documents, e.g., Canadian prospectuses and related “U.S. wraps,” underwriting agreements or agency agreements, warrant indentures, and subscription agreements, and we provide U.S. securities law opinions required at closing.
- For non-brokered private offerings, we assist in preparing the subscription agreement and other applicable offering documents.
- Using state of the art EDGAR filing software, we help Canadian companies file Form D with the SEC to report their private offerings and transactions involving U.S. residents, and we help insiders and significant shareholders of Canadian SEC reporting companies make beneficial ownership filings with the SEC on Forms 3, 4 and 5 and Schedules 13D and 13G.
- When Canadian companies engage in amalgamations, plans of arrangement, mergers, share exchange transactions, and rights offerings and securities are to be issued to U.S. residents, we help to ensure compliance with exemptions from registration requirements under U.S. federal and state securities laws.
- We also advise Canadian companies regarding removal of U.S. restrictive legends from securities.
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OTCQX & OTCQB Sponsorship
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 400 companies.
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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.
- We will help you identify the best way to obtain a Pink OTC trading symbol (which is a prerequisite to upgrading to the OTCQB or OTCQX), either by having a market maker file Form 211 with FINRA or having OTC Markets do a 211 initial review.
- We will provide guidance on proper completion of your company’s application on the OTC Markets Gateway platform.
- We will assist you in identifying which of your company’s SEDAR filings from the past two years must be uploaded on the OTCIQ.com portal and made available on the OTC Markets website.
- We will verify that certain OTCQB or OTCQX requirements have been satisfied and provide a written confirmation to OTC Markets called a “Letter of Introduction.”
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DTC Eligibility
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:
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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.
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About Us
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.
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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.