Excuse me while I kiss the (blue) sky: Considerations for Canadian issuers in U.S. private offerings

By Timothy Ho ( October 30, 2025, 11:16 AM EDT) -- The wires have hit. You’ve just closed a multijurisdictional offering and delivered a great result for your client. As visions of a raucous post-closing party with your client enter your mind (or perhaps just visions of a good night’s sleep?), U.S. counsel interrupts your reverie with a reminder that your client’s Form D and associated blue sky filings are due within 15 days. Say what? Do you really have to make these filings, and what in the world are “blue sky laws”* anyway? Although not quite as colourful and catchy as a Jimi Hendrix song, blue sky laws can leave you in a purple haze if not carefully considered. Let’s explore this often overlooked topic in further detail....