Venture Law Corporation

11/10/2025

Raising capital? Make sure your Offering Memorandum is compliant.

Preparing an Offering Memorandum (OM) is one of the most important steps in an exempt market capital raise—but it's also where many companies inadvertently create compliance issues.
We've developed a comprehensive compliance checklist that covers:

✓ Required disclosure elements
✓ Risk factor documentation
✓ Financial statement requirements
✓ Certificate and consent requirements
✓ Common compliance pitfalls to avoid

Whether you're preparing your first OM or your tenth, this checklist will help ensure you haven't missed any critical requirements under Canadian securities law.

Read the full checklist: https://venturelawcorp.com/offering_memorandum_compliance_checklist_2025/

01/27/2025

The BC Securities Commission has launched a new campaign targeting investment fraud using Artificial Intelligence. I am not sure what I think of it. The music, lyrics and video are "Meh" despite the edgy use of the word "fake" and in "deep fake'. Check out the video yourself and let me know if it works for you.

AI gets better every second. AI investment scams get better the second after that. But we're not all screwed. The BC Securities Commission can help you learn...

12/18/2023

There is something for everyone in this documentary about the history of gold and its impact commissioned by the World Gold Council (WGC). Idris Elba lends his voice and authentic approach to the story, visiting several countries and sharing the impact gold has had on the people involved in the business of gold.

Stories by the mainstream media tend to demonize mineral exploration and mining, but without mining, we would not have many of the things we take for granted today like cell phones, the internet, electricity among thousands of other everyday items.

You can watch "Gold: A Journey With Idris Elba" for free on YouTube.

This documentary film explores the varied and often surprising ways in which gold and the societies it is part of have transformed over time.Join Idris Elba ...

12/15/2023

The U.S. Securities and Exchange Commission on Dec. 15, 2023 issued its Staff Report on the Accredited Investor Definition.

It is a long read.

There is some acknowledgement in the report that the playing field is not level across the U.S., and the existing definition is not performing to meet the needs of smaller issuers and investors.

Similar investment deserts exist in Canada.

Good ideas happen outside of large major finance centers, and not all entrepreneurs or investors come from ivy league schools or wealthy families.

https://www.sec.gov/files/review-definition-accredited-investor-2023.pdf

11/30/2023

During the second half of the U.S. Securities and Exchange Commission's Small Business Capital Formation Advisory Committee meeting on November 29, 2023, members actively debated the effectiveness and applications of diversity metrics used by investors. They delved into current practices and the role of voluntary disclosure. The discussion also centered on the objectives that various diversity disclosures aim to fulfill, examining their potential effects and constraints within the existing regulatory landscape and ongoing legal challenges.

*** About The Securities and Exchange Commission ***The mission of the Securities and Exchange Commission (SEC) is to protect investors; maintain fair, order...

11/30/2023

On November 29, 2023, the U.S. Securities and Exchange's Small Business Capital Formation Advisory Committee held a meeting to discuss the accredited investor exemption. The U.S. version of the accredited investor exemption is very similar to the Canadian version of this exemption.

The video below is of this meeting. After introductory remarks about the current accredited investor framework, including background information on the accredited investor definition and how the definition interrelates with capital-raising rules by Kenisha Nicholson of the SEC’s Division of Corporation Finance’s Office of Small Business Policy, the Committee discusses their views on, and experiences with, the existing definition and consider whether there are potential changes that could positively affect capital-raising opportunities for both entrepreneurs and investors.

*** About The Securities and Exchange Commission ***The mission of the Securities and Exchange Commission (SEC) is to protect investors; maintain fair, order...

10/20/2023

What happens if you no longer qualify as an accredited investor down the road?

10/20/2023

In the news: I provided information and a brief interview to Ximena Gonzalez for an article she was writing for the Globe and Mail about Real Estate Crowdfunding. Her article "Crowdfunding takes a piece of Calgary office-to-residential conversions" appeared in today October 10, 2023.

The quotes she selected from our conversation make me appear more risk adverse than I actually believe I am. I do, however, admit I would love each Canadian to have over 70 small investments in a variety of new businesses in Canada.

In Calgary, two office-to-residential conversion projects, The Cornerstone and the Petro Fina Building, have drawn the interest of more than 1,500 investors from across the country

10/20/2023

The documents you'll need to provide when investing as an accredited investor.

10/19/2023

How to combine your income with your spouse to meet the accredited investor requirements.

10/19/2023

What does net income mean for accredited investors? We explain.

10/18/2023

Calculating your net assets - a step towards qualifying as an accredited investor.