U.S. Securities Laws May Apply to Offers, Sales, and Trading of Interests in Virtual Organizations

Jul 25, 2017

On July 25, 2017, the Securities and Exchange Commission issued an investigative report cautioning market participants that offers and sales of digital assets by "virtual" organizations are subject to the requirements of the federal securities laws.

Such offers and sales, conducted by organizations using distributed ledger or blockchain technology, have been referred to, among other things, as "Initial Coin Offerings" or "Token Sales." Whether a particular investment transaction involves the offer or sale of a security, regardless of the terminology or technology used, will depend on the facts and circumstances, including the economic realities of the transaction.

The SEC's Report of Investigation found that tokens offered and sold by a "virtual" organization known as "The DAO" were securities and therefore subject to the federal securities laws. The Report confirms that issuers of distributed ledger or blockchain technology-based securities must register offers and sales of such securities unless a valid exemption applies.

Review the press release and the Report of Investigation on the SEC's website.

Webcast XBRL for IFRS Reporting Issuers

May 24, 2017

On May 24, 2017, XBRL Canada hosted a webinar on the SEC requirements with regard to foreign direct issuers using IFRS.

Speakers included Matt Slavin and Walter Hamscher of the US Securities and Exchange Commission, who provided a great overview of the requirements. John Turner, CEO of XBRL International added useful information about developments with regard to inline XBRL (iXBRL) which is being adopted around the world, and being considered or planned by the SEC and ESMA, among others. Inline XBRL allows filers to prepare one financial statement easily readable by humans in the traditional format but containing XBRL tags for computer and analytical use.

Listen to the recording.

Whistleblowing or professional secrecy? The dilemma facing CPAs

Mar 09, 2017

In 2017, CPA Canada released guidance on whistleblowing. This spring, legislative provisions will come into force expressly authorizing the lifting of professional secrecy to facilitate whistleblowing. As a result, CPAs will have to learn to balance their moral duty to disclose wrongdoings with their obligation to protect professional secrecy on behalf of their clients and employer.

To provide clarity, the page reviews the essential facts on the matter:

  • The government’s campaign to facilitate the disclosure of wrongdoings
  • To disclose or not to disclose?
    • Promote internal disclosure first
    • Carefully assess the situation and seek legal counsel, as needed
    • Document the rationale behind the disclosure and the steps taken
  • Collaboration between the Order and government bodies
  • Trends at home and abroad

The whistleblower regulations will be effective in Quebec under the Autorité des marchés financiers whistleblower program.

Review the guidance on the CPA Quebec's website.

Correction list for hyphenation

These words serve as exceptions. Once entered, they are only hyphenated at the specified hyphenation points. Each word should be on a separate line.