Corporate Finance / Securities Publications


Practice Newsletter:

Securities Law Bulletin
April 2008


BCSC Reviews Technical Mining Disclosure In Prospectus Filings

SEC Proposed New "Naked Short Selling" Rule

Stewart Muglich Joins Clark Wilson LLP's Corporate Finance / Securities Group

Securities Law Bulletin
March 2008


SEC Adopts Changes to Small Public Company Disclosure and Reporting Requirements

Ventures Issuers Have Reduced Certification of Disclosure in Issuers' Annual and Interim Filings

SEC Proposes One Year Extension of SOX 404 Auditor Attestation Requirements for Smaller Reporting Companies

Clark Wilson LLP Welcomes Tristin Lee

Securities Law Bulletin
February 2008


U.S. Small Business Reporting Issuers Must Assess Internal Controls Over Financial Reporting

Canadian Securities Regulators Streamline and Improve Passport System Among Provinces

Clark Wilson LLP Again Named Among Top PIPE Law Firms

Securities Law Bulletin
December 2007


SEC Approves New Rule 144 For Restricted Stock Sales

SEC Adopts Proxy Rule Amendments Encouraging Electronic Shareholder Forums

British Columbia Changes Insider Trading Rules

Clark Wilson Welcomes Rina Jaswal

Securities Law Bulletin
September 2007


Proposed Policies Would Reduce Filings With Canadian Securities Regulators

Canada's Securities Regulators Provide Guidance On Insider Reporting Exemptions

Clark Wilson Adds Depth And Experience To Corporate Finance / Securities Group

Securities Law Bulletin
July 2007


BCSC To Take Action On OTCBB And Pink Sheet Companies

Securities Law Bulletin
June 2007


SEC Proposes Rule Changes That Would Simplify, Reduce Costs For Small Company Fundraisings

TSX-V Adopts New Form Of Personal Information Form

Being An "Outside" Directory Is No Defense Against Liability For Failed Remittances

Securities Law Bulletin
May 2007


Selected Highlights Of The 2007 Canadian Federal Budget

CSA Proposes Changes To Internal Control Over Financial Reporting

Securities Law Bulletin
March 2007


TSX Venture Exchange Issues Bulletin About Listing Of Foreign Issuers

CSA Provides Guidance On Definition of "Officer" Under New Rules

BC Publishes Rules On Disclosure of Investigation Information

Securities Law Bulletin
February 2007


SEC Provides Verbal Guidance For Financing Under Rule 415

New Executive Compensation Disclosure Requirements For U.S. Reporting Issuers

U.S. Companies Must File Income Tax Returns

Securities Law Bulletin
January 2007


SEC Publishes Guidance for Evaluating Internal Control Over Financial Reporting

SEC Grants Further Relief From Section 404 Requirements for Smaller Companies and Newly Public Companies

SEC Adopts E-Proxy Rule Amendments and Proposes Mandatory Model

Securities Law Bulletin
December 2006


Canadian Securities Regulators Provide Guidance on Oil and Gas Resource Disclosure

Clark Wilson LLP Welcomes Jonathan Lotz

Securities Law Bulletin
November 2006


Canada Effectively Halts New Income Trusts

SEC Issues Guidance on Financial Statement Errors

Securities Law Bulletin
September 2006


Canadian Securities Administrators Publish Guidance on Options Backdating

Canadian Issuers Fall Short in Certification Compliance

Canadian Securities Administrators Allow Certifications Even If There are Material Weaknesses

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
August 2006


PIPEs for Small Public Companies: SEC Changes the Rules Without Changing the Rules!

SEC Grants Further Extension to Small Companies and Foreign Private Issuers for Compliance With Section 404 Control Requirements

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
June 2006


New Secondary Market Civil Liability Arrives in Canada

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
May 2006


Canadian Issuers Need to Adopt "Forward-Looking Statement" Protection Language in Oral Presentations, News Releases and Other Disclosure Documents

Clark Wilson LLP Among Leaders Filing SB-2 Registrations in 2005

Clark Wilson LLP Welcomes Thea Koshman

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
April 2006


New Trading Market in United States Intended to Rival London's AIM Market

Canadian Issuer Proxy Circulars: Important Reminders for 2006

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
March 2006


Canada Won't Implement Sarbanes-Oxley Internal Control Audit Requirements

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
January 2006


SEC Proposes Internet Availability of Proxy Materials

SEC Changes Accelerated Filer Rules

TSX-V Changes NEX Policies for Inactive Companies

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
December 2005


COSO Releases Draft Internal Control Guidance for U.S. Small Business Issuers

Welcome Vikram Dhir

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
October 2005


SEC May Extend Internal Control Report Deadline for Non-Accelerated Filers

New U.S. Independence Rules for Auditors Who Perform Tax Services

BC Adopts Reserves Data Report Certification Requirement

"What Directors Need to Know" Seminar

Clark Wilson LLP Launches RSS Feeds

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
September 2005


Canadian Regulators Recommend Governance Conduct and Require Disclosure

National Instrument 45-106 Creates New Prospectus and Registration Exemptions

New Lawyers at Clark Wilson LLP!

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
August 2005


New SEC Rules Up Disclosure, Change Timing for Shell Company Transactions

Clark Wilson LLP Again Named Among
Top PIPE Law Firms


Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
July 2005


OTCBB Mining Companies in BC Must Have Technical Reports

New Independence Tests for Audit Committee Members Under Amended Multilateral Instrument 52-110 - Audit Committees

Clark Wilson LLP Welcomes Gerry Shields

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
May 2005


Three Strikes: OTCBB Rule will Suspend Late Filers for a Year

New Ontario Rule Imposes Trading Restrictions During Private Placements, Prospectus Offerings, Takeover Bids and Certain Corporate Transactions

Securities Law Bulletin
March 2005


SEC Adopts Extends Dates for Internal Control Over Financial Reporting Requirements

BC Proposed Audit Committee Requirements

New Rules for Expensing Employee Stock Options

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
February 2005


SEC Adopts Regulation SHO to Regulate Short Sales

Issuers Can't Obstruct Clearing Agency to Prevent Naked Shorts

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
January 2005


Canadian Companies with December 31 Year End Should Send Request Forms

Fiduciary Duties of Directors Clarified by Supreme Court

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
December 2004


BCSC Puts New Securities Act and Rules on Hold

Canadian Reporting Issuers May Deliver Proxy-Related Materials to NOBOs Directly

SEC Provides Accounting Guidance for Oil and Gas Companies

Clark Wilson LLP Welcomes Alon Segev

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
November 2004


The New British Columbia Securities Act

SEC Requires Securities Advisors to Adopt Code of Ethics

Clark Wilson LLP Named Among Top Pipe Law Firms for 2004

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
Special Edition - New 8K Rules
August 2004


SEC Mandates New Material Disclosure Rules on Form 8K

Securities Law Bulletin
July 2004


Internal Control Over Financial Reporting Requirements

Clark Wilson LLP Welcomes Cam McTavish!

Clark Wilson LLP's Corporate Finance/Securities Law Group

Clark Wilson LLP Websites Win Top Honours

Securities Law Bulletin
June 2004


Business Acquisition Reports Now Required in Canada

SEC Proposes New Restrictions, Requirements for Shell Companies

Clark Wilson LLP Supports Orcas in the City

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
April/May 2004


BC to Allow Internet-Based Claims Staking

Everything You Wanted to Know About CEO/CFO Certifications - Part II

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
March, 2004


Everything You Wanted to Know About CEO/CFO Certifications - Part I

Meaningful MD&A: SEC Guidance - Part II

New Canadian Rules on Audit Committee Composition, Function and Disclosure

Clark Wilson LLP's Corporate Finance/Securities Law Group

Securities Law Bulletin
February, 2004


Making Sense of the New Canadian Hold Periods and Disclosure Requirements

Meaningful MD&A: SEC Guidance - Part I

CEO/ CFO Certifications: Breakfast Seminar, March 17/04

Clark Wilson LLP's Securities Group Welcomes Grant Wong

Clark Wilson LLP's Corporate Finance/ Securities Law Group

Securities Law Bulletin
January, 2004


New Securities Disclosure Rules To Take Effect Across Canada

SEC Amends Rules For Issuer Repurchases of Stock

All Canadian Public Company Auditors To Be Registered With New Board

Canadian Regulators Issue U.S.-Style Notice On Use of Non-GAAP Numbers

Securities Law Bulletin
November, 2003


SEC Proposes Sweeping Disclosure Requirements for Nominating Committees

Ontario Proposes U.S.-Style Investor Confidence Initiatives

Implementation of SEC Requirements for Website Link to Insider Trading Reports

Securities Law Bulletin
September/October, 2003


Reminder: New SEC Disclosure Rules Take Effect

CNQ Opened For Business and Trading Market in Ontario

Continuous Disclosure Requirements for Oil and Gas Issuers

Cashless Exercise of Options Results in Variable Accounting Treatment

Securities Law Bulletin
August, 2003


BC Mining Company Reaches Landmark Agreement with First Nation to Exploit Mineral Reserve

NEX Board Includes Inactive TSX-V Companies

New Rules for Trades to Employees, Directors and Consultants

Changes to SEC Annual and Quarterly Report Certifications

Securities Law Bulletin
June/July 2003


Planned BBX Shelved

British Columbia SEC Issuers Could Save Audit Costs

SEC Adopts Rules for Internal Controls Reports

New TSXV-V Inactive Board Gives Reprieve for Stale CPCS

BC Regains $97,000 Capital Raising Exemption

Securities Law Bulletin
May, 2003


Sweeping Changes Proposed to Canadian Resale Rules

Canadian Issuers Required to File Insider Information Electronically

SEC Mandates Electronic Filing of Ownership Reports

Audit Committee Independence Rules to be In Force on US Exchanges

Securities Law Bulletin
Special Mining Issue
April, 2003


Mineral Exploration Requires Consultation with Aboriginal Peoples

Online Mineral Title Acquisition in B.C. by 2004

Tax Credits and Reduced Tax Rates for Mining Projects

Securities Law Bulletin
March, 2003


SEC Issues Final Rules on "Financial Expert" Disclosure, Code of Ethics Adoption and 8-K Disclosure Requirements

SEC Adopts Rules for Attorney Professional Conduct

Disclosure in Management's Discussion and Analysis About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Securities Law Bulletin
Special Oil and Gas Edition
February, 2003


Revised National Oil and Gas Disclosure Standards Proposed for Publicly-Traded Oil and Gas Issuers

Basic Checklist for Oil and Gas Exploration and Development

B.C. to Provide Energy Exploration Incentives

Oil and Gas Flow-Through Financings Retain Their Appeal

Securities Law Bulletin
January, 2003


BBX Update January 2003

SEC Proposes Mandated Electronic Filing and Website Posting for Insider Reports

SEC Approves Listed Company Audit Committee Standards

Securities Law Bulletin
December, 2002


SEC Proposed Rules Make Attorneys Into Enforcement Officers

MD&A Annual and Periodic Reports (Part II)

Securities Law Bulletin
November, 2002


SEC Proposes Rules for Internal Controls Pursuant to the Sarbanes-Oxley Act

MD&A Annual and Periodic Reports (Part I)

Securities Law Bulletin
October, 2002


TSX-V Changes Increase Company Responsibilities

Directors' Fiduciary Duties to Corporate Creditors

Reminder: Foreign Issuers to File Via Edgar

Securities Law Bulletin
September, 2002


BBX Update

SEC Requires Company Certification and Internal Control Rules

SEC Shortens Timelines for Filing of Annual and Quarterly Reports for Large Cap US Domestic Issuers

Securities Law Bulletin
Special Editions
August, 2002


Sarbanes-Oxley Act - Part 1 U.S. Legislation has Immediate and Dramatic Effect on the Operation of Public Companies in the United States

Sarbanes-Oxley Act - Part 2 U.S. Legislation has Immediate and Dramatic Effect on the Operation of Public Companies in the United States

Securities Law Bulletin
August, 2002


New Board to Review Canadian Public Company Auditors

New Canadian Rules for Shareholder Meeting Communications

Canadian Securities Regulators Adopt Policy Statement on Corporate Disclosure

Clark Wilson LLP Launches Energy Law Practice, Newsletter

Securities Law Bulletin
July, 2002


SEC Proposes Requiring Certification of Quarterly and Annual Reports

SEC Proposes New Form 8-K Disclosures and Filing Deadlines

Important Tax Implications of Tier 3 Shares Listed on TSX Venture Exchange

Securities Law Bulletin
June, 2002


New SEC Rules: Foreign Issuers to File Via Edgar

BC Government to Overhaul Mineral Claim Staking System

NASDAQ Approves Rule Changes to Modify Key Corporate Governance Standards

Securities Law Bulletin
May, 2002


U.S. SEC Proposes to Require Companies to Report Insider Trading Transactions on 8-K

BBX to Replace OTCBB in Early 2003

U.S. SEC Proposes New Disclosure Rules for Critical Accounting Policies

Securities Law Bulletin
April, 2002


U.S. OTCBB to be Replaced by a Regulated Exchange in 2003

Canadian Securities Regulators No Longer Accepting Insider Reports Filed on the Old Form

British Columbia and Alberta Significantly Change Private Placement Prospectus Exemptions

Securities Law Bulletin
February, 2002


SEC to Propose New Corporate Disclosure Rules in Wake of Enron Collapse

Proposed Continuous Disclosure for Oil and Gas Activities

Increased Scrutiny on MD&A by the SEC

Securities Law Bulletin
January, 2002


All Canadian Issuers Should File AIF

Stock Based Compensation Has New Accounting, Tax Consequences Under Canadian GAAP

SEC Issues Pro Forma Financial Information "Cautionary Advice"

SEC Commissioner Releases Report, Recommends Improvements to Regulation FD

SEC Requires More Detailed Information on Stock Compensation Plans

Securities Law Bulletin
December, 2001


Joint Committee on Corporate Governance Issues Final Report

Ontario Adopts Significant Changes to Private Placement Regime

Sweeping National Changes for the Resale of Securities - Multilateral Instrument (MI) 45-102

Securities Law Bulletin
November, 2001


CDNX Introduces Changes to Assist Struggling Companies

BCSC Takes Jurisdiction Over the Internet

Proceeds of Crime (Money Laundering) Act

CSA Adopts Time-Released IPO Escrow Policy

Securities Law Bulletin
October, 2001


Proposed B.C. and Alberta Rules Will Simplify Fundraising

Coming Soon: Mandatory Edgar Filings for Foreign Private (Read "Canadian") Issuers

Website Liability for Securities Violations Under U.S. Law

Securities Law Bulletin
September, 2001


New Canadian On-Line Reporting System Requires Electronic Filings

Electronic Voting for Public Companies in Canada

Securities Law Bulletin
August, 2001


Regulation FD Requires More Than News Release For Most Issuers

Regulation FD in Canada - Proposed Canadian Selective Disclosure Policy

Stock Option Repricings Get Only Limited Relief From U.S. Tender Offer Rules

BCSC Publishes Guidelines About Promotional Advertising

Securities Law Bulletin
June, 2001


BCSC allows Performance Based Escrow Shares to be converted to Time Release Shares

SEC Adopts Technical Amendments to Form 20-F

Reminder Re: Issuers with a "Significant Connection to Ontario"

CDNX Issuers to Become Fully Reporting Issuers in British Columbia and Alberta

Securities Law Bulletin
May, 2001


B.C. Shareholders May Now Legally Sell OTCBB Private Placement Stock, If Conditions Met

B.C. Securities Commission to Take Tough Action Against Late-Filing Companies

Securities Law Bulletin
March, 2001


New B.C. Rule Provides Broader Exemption For Trades to Consultants

Option Rights May Extend Longer Than Intended

Securities Law Bulletin
February, 2001


New Canadian Standards Adopted For Mineral Property Disclosure

Canadian Issuers Face Increased Financial Reporting Requirements

S.E.C. Requires Audit Committee Reports

Securities Law Bulletin
December, 2000


New U.S. Form 20-F Changes Disclosure Requirements for Foreign Private Issuers

Required Disclosure of Fully Diluted Capital Position

Revisions to Transitional Orders for Former Alberta Stock Exchange Issuers

Securities Law Bulletin
October, 2000


New U.S. "Fair Disclosure" Regulation Changes Analyst Communications and Information Dissemination

CDNX Issuers Must Consider Connection to Ontario

Securities Law Bulletin
June, 2000


United States and Other Listed Foreign Companies with Connections to British Columbia: BEWARE

Trade and Quote Halt Authority in OTCBB Securities Effective on June 26, 2000

New Rules Concerning the Offer And Sale Of Securities To Canadian Retirement Accounts; Order Conditionally Exempting Canadian Broker- Dealers From The Broker-Dealer Registration Requirements

Securities Law Bulletin
March, 2000


NASDAQ Changes Independent Director and Audit Committee Requirements

Pitfalls of Deferred Form 8-K Audited Financial Statement Filings

Canadian Companies Continuing to the United States Must Consider United States Securities Laws

Proposed Changes To Federal Budget – 2000 to Yield Capital Gains and Stock Option Benefits

Securities Law Bulletin
January, 2000


CDNX Issuer Transition Rules

CDNX Policies Differ from VSE

Income Tax Act Now Allows Rollover for Foreign Company Share-For-Share Exchanges

U.S. SEC Adopts Review Requirements for Quarterly Reports

Securities Law Bulletin
November, 1999


Clark Wilson LLP to Offer United States Federal Corporate Finance / Securities Legal Advice

Forward-Looking Statements Under United States Federal Securities Law

Penny Stock Rules Under United States Federal Securities Laws

Securities Law Bulletin
October, 1999


Seed Capital - The Private Issuer Exemption

Proposed Restructuring of Canadian Exchanges - Update

TSE Raises Continued Listing Requirements

Who We Are

Securities Law Bulletin
June, 1999


Short Form Offerings Allow Free Trading Shares

Ontario Proposes "U.S. Style" Private Placement Exemptions

New Securities Policies in Alberta

Cross Border Issues

VSE Announces Policy Changes

Securities Law Bulletin
April, 1999


Proposed Restructuring of Canadian Exchanges

Blank Check Companies Under The U.S. Securities Act of 1933

SEC Approves Amendments to Rule 504 to Deter Microcap Fraud

Registration of OTC Bulletin Board Companies - Update

Securities Law Bulletin
June, 1998


The Shell Game: VCPs on the VSE

National Escrow Release Policy Changes B.C. Approach

U.S. Imposes Hold Period for Rule 504 Offerings

New and Improved National Policy 41


Practice Publications & Presentations:

Investor Due Diligence

Understanding the SEC's New Regulation FD

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