Multijurisdictional Disclosure System (MJDS) | Practical Law

Multijurisdictional Disclosure System (MJDS) | Practical Law

Multijurisdictional Disclosure System (MJDS)

Multijurisdictional Disclosure System (MJDS)

Practical Law Glossary Item 3-566-1965 (Approx. 2 pages)

Glossary

Multijurisdictional Disclosure System (MJDS)

The multijurisdictional disclosure system (MJDS) was adopted in 1991 by the Securities and Exchange Commission (SEC) and the Canadian provincial securities regulators in an effort to reduce the barriers to cross-border financings between Canada and the United States. The MJDS permits eligible Canadian issuers to publicly offer securities in the United States by using a prospectus that is prepared principally in accordance with Canadian disclosure requirements. This is sometimes referred to as "Southbound MJDS". There is also a reciprocal "Northbound MJDS", which permits eligible US issuers to offer securities into Canada without Canadian regulatory review. The MJDS also permits eligible Canadian issuers who become subject to US periodic reporting obligations to substantially satisfy those obligations by using their Canadian continuous disclosure documents under the cover of the applicable SEC form.
Furthermore, the MJDS permits persons making a tender offer (including, in certain circumstances, an issuer tender offer) for the securities of certain Canadian companies registered under the Securities Exchange Act of 1934 and the target companies in such tender offers to use the equivalent Canadian tender offer documents (supplemented by short SEC wraparound forms) in lieu of the applicable SEC forms to commence and respond to the tender offer.