Raising Capital from U.S. Investors Under Reg D — What Canadian Issuers Need to Know
Canadian private issuers raising capital from U.S. investors must simultaneously qualify for a prospectus exemption in Canada (such as NI 45-106, s. 2.3 (Accredited Investor exemption)) and the U.S. (such as Regulation D). This article outlines how U.S. Rules 506(b) and 506(c) work, how to manage solicitation and accreditation verification, and how to structure filings, disclosures, and documentation to avoid cross-border compliance failures.