Benefits and Cautions of Capital Raising and Dual Listings in the US and Canada

There were several highlights from Katten’s recent webinar, "US–Canadian Cross-Border Capital Raising and Dual Listings."

With an engaged panel of industry leaders, including representatives from Nasdaq and the TSX/TSXV, the program confirmed that there’s meaningful value in dual listings in the United States and Canada, including:

1. enabling issuers to raise capital in a more dynamic manner, including in a public fashion or a private investment in public equity (or PIPE), in the largest stock market in the world;
2. an increase in daily trading volume on both the Canadian exchange and Nasdaq, as compared to the period prior to cross-listing on a US exchange; and
3. a general increase in the number of institutional holders of issuers’ securities following cross-listing on a US exchange.

In addition, in light of recent developments in Canadian securities laws, there are advantageous ways for companies to raise capital from US investors and issue securities that are immediately free-trading.

Yet, it’s important to be aware of the pitfalls and liability implications of dual-listing and raising capital on a cross-border basis. Companies that decide to dual-list and/or engage in cross-border capital raising should:

1. review, analyze and, in many cases, modify their D&O liability insurance policy;
2. become familiar with applicable securities laws, including, in particular, the anti-fraud provisions of US securities laws; and
3. engage counsel to assist them with navigating reporting and compliance obligations in the U.S. and Canada, including the applicable laws, rules and regulations of the US Securities and Exchange Commission and relevant Canadian regulators.

See the slides from the presentation here.

Listen to the full webinar recording here.