In wrongful termination cases in the U.S., the primary source of liability for employers is an employee’s alleged lost wages. Under U.S. law, an employee who is terminated for a discriminatory or a retaliatory reason is entitled to recover the amount of wages the employee would have earned had the employee not been wrongfully terminated.
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Dorsey’s Mining Practice Group and Attorneys Recognized in Chambers Global 2024
About Cross-Border Counselor is a collection of articles and timely updates about U.S. law issues of concern to Canadian companies that have assets, do business, raise funds or are listed for trading in the United States, as well as the attorneys, accountants and banks that advise them. Learn more about Dorsey’s Canada cross-border practice group …
The Special Timing Rule for Taxation of Nonqualified Deferred Compensation
For an employee who is a U.S. taxpayer, both the employer and the employee are liable for a portion of Social Security taxes and Medicare taxes (collectively referred to as “FICA” taxes) on the employee’s compensation. Employers are liable for withholding and remitting both the employer and the employee portions of FICA taxes, which typically…
Canadian CPCs, SPACs, and Shells Should Be Careful to Avoid U.S. Investment Company Status
On January 24, 2024, the SEC issued new guidance on when a special purpose acquisition company (SPAC) may run afoul of the U.S. Investment Company Act (the Act). While this guidance was directed at SPACs that register or file reports with the SEC, it is also instructive for other types of shell companies, including Canadian…
The SEC Amends Policy on Economic Projections, and Issues Final Rules and Additional Guidance for SPACs and Shell Companies
As discussed in our eUpdate published today, the SEC on January 24, 2024 adopted final rules amending the disclosure and registration requirements applicable to special purpose acquisition companies (SPACs) and shell companies that register or file reports with the SEC. These amendments impose significant new requirements on SPAC IPOs, as well as de-SPAC and similar…
The Corporate Transparency Act: Are You Ready?
On January 1, 2024, new direct reporting requirements to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of the Treasury, became effective – known as the Corporate Transparency Act (the “CTA”).
Who must file?
The CTA, and the regulations promulgated thereunder, apply to corporations, limited liability companies, limited partnerships and…
Interagency Working Group on Mining Laws, Regulations, and Permitting Release Final Report on Proposed U.S. Mining Reforms on Public Lands
In the Fall of 2023, the Interagency Working Group on Mining Laws, Regulations, and Permitting (“IWG”) released its final report containing recommendations to reform how mining is conducted on public lands (the “Final Report”). The IWG was formed to convene experts across various agencies and receive input from the public in order to assess the…
Canadian Compensation Arrangements – When Do I Need U.S. Counsel?
Imagine a Canadian company adopts a deferred share unit plan (DSU Plan) for its directors. At the time the plan is adopted, the company does not have the plan reviewed by U.S. counsel, because none of their directors reside in the U.S. It is not until several years later that the company learns that one…
SEC Amends Schedule 13D/G Requirements
On October 10, 2023, the Securities and Exchange Commission approved amendments to the Regulation 13D-G reporting regime for persons who beneficially own more than 5% of a class of securities (“5% Owners”) that is registered under Section 12 of the Securities and Exchange Act of 1934, as amended. The amendments accelerate the deadlines by which…
Noncompete Agreements are Slowly Going Extinct in the U.S.
Companies utilizing noncompete agreements in the U.S. in the employment context should reevaluate their practices in light of recent changes to law and a rapidly changing legal landscape that is growing increasingly hostile to noncompete agreements.
Early this year, the Federal Trade Commission (“FTC”) proposed a rule that would ban noncompete clauses nation-wide in the…