Canadian lenders and banks with U.S. subsidiaries routinely engage in cross-border construction financing for real property projects located in New York. Typically, these loans are structured to manage the cross-border nature of the transaction by utilizing the borrowers’ U.S.-based affiliates or subsidiaries to grant the mortgage and security interest in the real property and improvements located in New York. Similar to U.S.-based lenders, Canadian lenders often require experience, strong liquidity, and market feasibility studies, as well as detailed construction ...
In an update to its previous ruling, the U.S. Securities and Exchange Commission (SEC) issued a new order granting an exemption from beneficial ownership reporting requirements under Section 16(a) for officers and directors of certain foreign private issuers, including Canadian foreign private issuers (FPIs).
The U.S. Department of Agriculture (USDA) has launched a new online portal to streamline reporting of foreign ownership interests in U.S. agricultural land under the Agricultural Foreign Investment Disclosure Act of 1978 (AFIDA). The portal, announced on January 22, 2026, allows foreign persons, including individuals, businesses, and governments, to electronically submit required disclosures for agricultural land transactions using the federal Login.gov system. Additionally, the portal allows farmers, ranchers, and general members of the public to report possible under- or non-compliance with respect to AFIDA.
After years of delays in implementation, New York State recently opened registration for the Secure Choice Savings Program (“SCSP”), which creates new retirement savings requirements for certain employers with New York employees. Despite the rollout of official guidance, some questions remain concerning how the program will operate.
Beginning March 18, 2026, directors and officers[1] of foreign private issuers, or FPIs, must report their beneficial ownership of, and their transactions involving, an FPI’s securities under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The wires have hit. You’ve just closed a multijurisdictional offering and delivered a great result for your client. As visions of a raucous post-closing party with your client enter your mind (or perhaps just visions of a good night’s sleep!), U.S. counsel interrupts your reverie with a reminder that your client’s Form D and associated blue sky filings are due within 15 days. Say what? Do you really have to make these filings, and what in the world are “blue sky laws” anyway? Although not quite as colorful and catchy as a Jimi Hendrix song, blue sky laws can leave you in a purple haze if not carefully considered. Let’s explore this often-overlooked topic in further detail.
Canadian lenders engaged in cross-border financing frequently require their borrowers’ US affiliates to grant security interests in their assets. The standard practice involves using U.S.-law-governed security agreements for these US entities. However, sometimes Canadian lenders or their Canadian counsel will request that a Canadian General Security Agreement (GSA) be “converted” to a US security agreement. While the desire for contractual uniformity across all cross-border obligors is understandable, relying on a poorly converted GSA can lead to serious negative outcomes and often overlooked legal risks.
Canadian businesses regularly performing work or sending products into the United States have increased growth opportunities as a result. But doing business in the U.S. also comes with litigation risks, as the bar to commencing litigation in America is less costly than in Canada.