March 13, 2018

Tomorrow’s Webcast: “The SEC’s New Cybersecurity Guidance” – Meredith, Keith & Dave

Tune in tomorrow for the webcast – “The SEC’s New Cybersecurity Guidance” – to hear former senior Corp Fin staffers Meredith Cross of WilmerHale, Keith Higgins of Ropes & Gray and Dave Lynn of and Jenner & Block discuss the SEC’s recent guidance on cybersecurity disclosure.

Form DRS: Gets a “Check the Box”

Yesterday, the SEC posted its updated “Edgar Filer Manual.” The most notable change is the addition of “check the box” language to the cover page of Form DRS and DRS/A. Filers of draft registration statements will now be required to check a box to indicate their status as an “Emerging Growth Company” – and to indicate whether they are opting out of the extended transition period for complying with any new or revised financial accounting standards.

Working the “Weed Beat”: Nasdaq Lists Canadian Cannabis Company

So, I was just sitting around last Sunday when Broc shot me an email with this Torys memo on Nasdaq’s decision to list Cronos, a Canadian marijuana cultivator.  He reminded me that I’ve been “covering the space” – and asked me if I wanted to blog about it.

Naturally, I said yes.  After all, who would turn down the chance to be’s “weed beat” reporter?  Anyway, the memo says that strong governance & the fact that the company’s operations were conducted solely in jurisdictions where marijuana has been legalized likely tipped the scales in favor of a listing.  Here’s an excerpt:

The listing of shares of Cronos by Nasdaq demonstrates a willingness by the exchange to accept issuers with material interests in the production and sale of cannabis in jurisdictions in which such activities are legal. Cronos has no operations or activities in the U.S. Each of Cronos’ two wholly-owned LPs and three additional LPs in which it holds a minority interest operate in compliance with the Access to Cannabis for Medical Purposes Regulations (ACMPR).

Furthermore, Cronos’ international operations are located in jurisdictions where medicinal cannabis is legalized nationally—namely, Israel and Australia. In addition, Cronos’ CEO and industry commentators have cited Cronos’ extensive work in strengthening Cronos’ corporate governance as key to achieving the Nasdaq listing.

The emphasis on the legality of Cronos’ operations doesn’t bode well for the listing chances of U.S. cultivators of “the chronic” – particularly in light of the DOJ’s recent decision to end Obama Administration policies that sheltered marijuana producers whose activities complied with state laws.

John Jenkins