Doing Business and Raising Capital in Canada - Torys LLP

1 Doing Business and Raising Capital in Canada A Business Law Guide Torys LLP. Torys LLP is a highly respected international Business law firm with a reputation for quality, creativity and teamwork. Our enviable record of experience combined with the insight and imagination we bring to our work has made us our clients'. choice for their large and complex transactions and major disputes on both sides of the border and internationally. Torys is known for its seamless cross-border services in a range of practice areas, including mergers and acquisitions; corporate and Capital markets; litigation and dispute resolution; restructuring and insolvency; taxation; competition and antitrust; environmental, health and safety; debt finance and lending; project development and finance; managed assets; private equity and venture Capital .

2 Financial institutions; pension and employment; intellectual property; technology, media and telecom; life sciences; real estate; infrastructure and energy; climate change and emissions trading; and personal client services. Torys operates from offices in Toronto, New York and Calgary. For further information, please visit Doing Business and Raising Capital in Canada A Business Law Guide This guide is a general discussion of certain legal matters and should not be relied upon as legal advice. If you require legal advice, we would be pleased to discuss the matters in this guide with you, in the context of your particular circumstances.

3 2012 Torys LLP. All rights reserved. Doing Business and Raising Capital in Canada The Purpose and Scope of This Guide 1. 1 Canada as a Place to Do Business , Invest and Live 2. Canada 's Economy 2. Geography and Population 3. Quality of Life 3. 2 Canada 's System of Government 4. Division of Legislative Authority 4. The Canadian Charter of Rights and Freedoms 4. Common and Civil Law 5. Regulatory Bodies 5. 3 Business Corporations 6. Choice of Jurisdiction of Incorporation 6. Location of Business 6. Use of Name 6. Audit and Disclosure Requirements for Private Corporations 7.

4 Requirement for Canadian Residents on the Board and Board Committees 7. Financial Assistance and Inter-company Holdings 7. The Incorporation Process 8. Duties and Liabilities of Directors 8. 4 Restrictions on Foreign Investment 10. Notification and Review of Acquisitions Under the Investment Canada Act 10. The Net Benefit to Canada Test 11. Applications for Approval under the Investment Canada Act 12. Other Restrictions 12. Financial Services 12. Foreign Bank Restrictions 12. Foreign Ownership Restrictions 13. Other Ownership Restrictions 13. Real Estate 14. Communications Sector 15.

5 Broadcasting 15. Telecommunications 15. Wireless 16. Currency Exchange Controls 16. iii A Business Law Guide 5 North American Free Trade 17. Advantages of the NAFTA 17. Reduction of Tariffs and Removal of Non-tariff Barriers 18. Investor-State Arbitral Claims 18. 6 Dispute Resolution 19. Civil Litigation 19. Class Actions 20. Alternative Dispute Resolution 21. Arbitration 21. 7. Financial Incentive Programs 22. General 22. Incentives for Life Science Companies 23. Ontario 23. Structures for Investors in Life Science Companies 23. 8 Lobbying the Governments of Canada and Ontario 24.

6 Requirements for Registration 25. Penalties for Failure to Register 25. 9 Standards of Business Conduct and Consumer Protection 26. Corruption of Foreign Officials 26. Money Laundering and Terrorist Financing 27. Legislation for the Protection of Privacy 29. Facilitating Electronic Commerce 30. Anti-spam Law 31. 10 Competition Law 32. Agreements Between Competitors 32. Misleading Advertising and Deceptive Marketing 32. Abuse of Dominant Position 33. Other Reviewable Business Practices 33. Merger Review 33. Pre-merger Notification 33. Advance Ruling Certificates 34. iv Torys LLP.

7 Contents 11 Intellectual Property 35. Patents 35. Patent and Regulatory Protection in the Pharmaceutical Industry 35. Patent Protection in the Financial Services Industry 36. Patent and Regulatory Protection in Other Industries 36. Trademarks 36. Copyright 37. Industrial Designs and Integrated Circuit Topographies 37. Plant Breeders' Rights 37. 12 Language Laws 38. 13 Environmental Protection and Workplace Health and Safety Laws 39. Environmental Protection 39. Workplace Health and Safety 40. Federal 40. Provincial 41. Common Law 41. 14 Climate Change 42. Cap-and-Trade Regimes and Emissions Trading 42.

8 Carbon Taxes and Incentives 43. Complementary Initiatives 43. Climate Change Disclosure 44. 15 Income Tax Laws 45. Corporate Income Tax Rates 45. Personal Income Tax Rates 45. Canadian Residents 46. Calculation of Income 46. Treatment of Capital Gains, Interest and Dividends 47. Loss Carryforward 48. Consolidation 48. Withholding Tax 48. Tax Treaties 49. Subsidiary Compared with Branch 49. Succession Duties, Estate and Gift Taxes 50. Ontario's Corporate Minimum Tax 50. Doing Business AND Raising Capital IN Canada v A Business Law Guide 16 Sales Taxes 51. Goods and Services Tax 51.

9 Provincial Retail Sales Taxes 51. 17 Exportation and Importation of Goods 52. Customs Duties 52. Anti-dumping Duties 52. 18 Employee Transfers, Foreign Workers and Business Immigrants 53. Temporary Admission to Canada 53. Temporary Entry Under Free Trade Agreements 54. Permanent Residents 54. Skilled Workers 54. Business Immigrants 55. 19 Employment Laws 56. Employment Contracts 56. Minimum Employment Standards Legislation 57. Common Law: Reasonable Notice of Termination 57. Labour Relations Legislation (Unions) 58. Pay Equity Legislation 58. Human Rights Legislation 59.

10 Occupational Health and Safety Legislation 59. 20 Employer Health Tax 60. 21 Employee Benefits 61. Pensions 61. Employment Insurance 61. Workers' Compensation 61. 22 Corporate Restructurings, Recapitalizations and Insolvencies 62. Restructurings and Recapitalizations 62. Bankruptcy 63. Receivership 64. Employee Priorities 64. vi Torys LLP. Contents 23 Securities Laws 65. The Legislative Framework 65. A Note About Aggregation 66. Aggregation Relief for Eligible Institutional Investors 66. Takeover Bids 66. Exempt Takeover Bids 67. Early Warning Reporting 67. Alternative Monthly Early Warning Reporting for Passive Eligible Institutional Investors 68.