Legal & Tax Guide for U.S. Issuers

12 Cross-border Interlistings Many Toronto Stock Exchange and TSX Venture Exchange companies seek secondary listings on the U.S. exchanges (e.g., NYSE, NASDAQ, etc.) after satisfying listing standards based in part on trading and pricing histories in Canada. A company must register its securities under the U.S. Exchange Act to qualify for a listing on a U.S. exchange and the issuer must satisfy the listing requirements of the exchange. An issuer that has filed a registration statement to register an offering of securities under the U.S. Securities Act can register the class of securities under the U.S. Exchange Act by filing a Form 8-A with the SEC. An issuer that has not filed a registration statement to register an offering of securities under the U.S. Securities Act can register the class of securities under the U.S. Exchange Act by filing a Form 10 with the SEC or, in the case of a Foreign Private Issuer, a Form 20-F. Form 10 and Form 20-F are long form registration statements requiring prospectus level disclosure and are subject to an SEC review and comment process. Foreign Private Issuers that are incorporated in Canada may be able to take advantage of the SEC’s multi-jurisdictional disclosure system, which permits qualified issuers to register securities under the U.S. Exchange Act on Form 40-F and to satisfy ongoing U.S. filing requirements using Canadian disclosure materials. Form 40-F is a short form registration statement that incorporates a Canadian issuer’s Canadian disclosure materials into the filing and is not normally subject to extensive review by the SEC. Companies that are required to file reports under the U.S. Exchange Act are subject to the requirements of Sarbanes Oxley, including Section 404 reporting requirements related to internal control over financial reporting.