Skip to main content
Marsh logo

Article

Risk considerations for Canadian mining companies uplisting to US markets

Explore key risks and risk management strategies for Canadian mining companies uplisting to US markets, including legal exposure and D&O insurance insights.

11/12/2025 · 4 minute read

Uplisting to US stock markets is increasingly viewed as a pivotal step for Canadian mining companies seeking to elevate their visibility, access broader capital pools, and bolster their credibility on the global stage.

While the potential benefits are compelling — ranging from increased liquidity and investor confidence to greater credibility — the transition also introduces a complex landscape of risks that require careful navigation.

As mining companies consider this strategic move, understanding the evolving risk environment and implementing robust risk management practices become essential to protecting your organization’s leadership, assets, and long-term viability.

The strategic rationale for uplisting

For Canadian mining firms, uplisting to US exchanges such as the NYSE or NASDAQ offers tangible advantages. Greater visibility in the world's largest capital market can lead to increased trading volume and liquidity, making it easier for investors to buy and sell shares.

This heightened profile can also improve a company's credibility with financial institutions, potentially easing access to credit and investment. Moreover, being listed in the US can enhance investor confidence and support future growth initiatives.

However, these benefits come with a significant caveat: the increased exposure to legal, regulatory, and operational risks inherent in the US market. The US securities environment is characterized by rigorous disclosure requirements, active shareholder engagement, and a litigious climate that can pose substantial challenges for corporate governance and leadership accountability.

A closer look at the risks associated with uplisting

One of the most prominent concerns associated with uplisting is heightened legal exposure for directors and officers (D&O).

In 2024, the median securities class action settlement for Canadian-only traded companies was approximately USD $8.7 million. In contrast, similar claims involving US-listed companies had a median settlement value of USD $43 million, excluding defense costs. This disparity underscores the increased severity and frequency of litigation risks faced by US-listed entities.

Legal exposure is further amplified by shareholder activism, which is notably more prevalent in the US. Shareholders may actively engage in proxy battles, request changes in corporate governance, and challenge strategic decisions, all of which can lead to increased litigation risks for company leadership.

Additionally, the US regulatory environment imposes stringent compliance and reporting obligations. Failure to meet these requirements can result in liabilities for directors and officers, especially if non-compliance is perceived to have caused financial harm or misled investors.

Mitigating risks through robust governance structures and coverage

To navigate this complex environment, Canadian mining companies contemplating uplisting should adopt a proactive approach to risk management. Implementing best practices in corporate governance is a foundational step and should include:

  • Establishing transparent, accountable governance structures
  • Conducting regular compliance audits
  • Providing targeted training for directors and officers on US securities laws and disclosure obligations

Such measures can reduce exposure to liabilities and demonstrate a commitment to transparency and accountability — key factors in managing shareholder activism.

Equally important is evaluating and enhancing D&O insurance programs. As the risk profile shifts with US market entry, existing coverage may no longer suffice. Companies should work closely with experienced risk advisors to review and tailor their D&O policies, ensuring they provide comprehensive protection against the increased frequency and severity of claims.

Additional considerations for D&O coverage in the US market

When transitioning from the Toronto Stock Exchange (TSX) to a US exchange, companies must pay particular attention to the adequacy of their D&O coverage. US securities litigation tends to be more frequent, and insurers are aware of this heightened risk environment. As a result, pricing, retentions, and coverage terms may change significantly. Engaging with insurance brokers early in the process allows companies to negotiate favorable terms and ensure their policies are aligned with the new risk landscape.

Successfully managing the risks associated with uplisting requires a nuanced understanding of the legal, regulatory, and market dynamics at play. Companies that proactively monitor and stay informed about shifting dynamics position themselves to mitigate potential liabilities and capitalize on the opportunities that US markets present.

Mitigating risks to maximize opportunities

Uplisting to US stock markets is a strategic move that can unlock significant value for Canadian mining companies. However, it demands a thoughtful approach to risk management — one that balances opportunity with preparedness. By adopting strong governance practices, confirming you have adequate D&O coverage in place, and engaging experienced risk advisors, your mining organization can better adapt to a more litigious and regulated US environment.

For organizations seeking to understand how to protect their assets and leadership during this transition, Marsh’s Financial and Professional Liability (FINPRO) team brings deep industry expertise and a comprehensive suite of solutions tailored to the unique needs of mining companies.

Our people

Emma Scully

Emma Scully

Vice President, FINPRO Canada

  • Canada

Related articles

business background of businessman having handshake

Article

Do global private companies need D&O coverage?

11/04/2025
business background of businessman having handshake

Enhancing your multinational D&O coverage

10/30/2025
Investment, trade, finance and analysis concept. Business graph charts of financial board display candlestick

Article

Increased filings and underwriter appetite mark IPO landscape

10/17/2025
Medical development laboratory: scientist looking under microscope, analyzes petri dish sample. specialists working on medicine, biotechnology research in advanced pharma lab.

Podcast

Securing healthcare innovations through intellectual property protection

09/24/2025
View more