Doing Business and Raising Capital in Canada

1. Canada as a Place to Do Business, Invest and Live
Canada’s Economy
Geography and Population
Quality of Life

2. Canada’s System of Government
Division of Legislative Authority
The Canadian Charter of Rights and Freedoms
Common and Civil Law
Regulatory Bodies

3. Business Corporations
Choice of Jurisdiction of Incorporation
The Incorporation Process
Duties and Liabilities of Directors

4. Restrictions on Foreign Investment
Notification and Review of Acquisitions Under the Investment Canada Act
Other Restrictions

5. North American Free Trade
Advantages of the NAFTA
Reduction of Tariffs and Removal of Non-tariff Barriers
Investor-State Arbitral Claims

6. Dispute Resolution
Civil Litigation
Class Actions
Alternative Dispute Resolution
Arbitration

7. Financial Incentive Programs
General
Incentives for Life Science Companies 

8. Lobbying the Governments of Canada and Ontario
Requirements for Registration
Penalties for Failure to Register

9. Standards of Business Conduct and Consumer Protection
Corruption of Foreign Officials
Money Laundering and Terrorist Financing
Legislation for the Protection of Privacy
Facilitating Electronic Commerce
Anti-spam Law

10. Competition Law
Agreements Between Competitors
Misleading Advertising and Deceptive Marketing
Abuse of Dominant Position
Other Reviewable Business Practices
Merger Review 

11. Intellectual Property
Patents 
Trademarks
Copyright
Industrial Designs and Integrated Circuit Topographies
Plant Breeders’ Rights

12. Language Laws

13. Environmental Protection and Workplace Health and Safety Laws
Environmental Protection
Workplace Health and Safety

14. Climate Change
Cap-and-Trade Regimes and Emissions Trading
Carbon Taxes and Incentives
Complementary Initiatives
Climate Change Disclosure

15. Income Tax Laws
Corporate Income Tax Rates
Personal Income Tax Rates
Canadian Residents
Calculation of Income
Treatment of Capital Gains, Interest and Dividends
Loss Carryforward
Consolidation
Withholding Tax
Tax Treaties
Subsidiary Compared with Branch
Succession Duties, Estate and Gift Taxes
Ontario’s Corporate Minimum Tax

16. Sales Taxes
Goods and Services Tax
Provincial Retail Sales Taxes

17. Exportation and Importation of Goods
Customs Duties
Anti-dumping Duties

18. Employee Transfers, Foreign Workers and Business Immigrants
Temporary Admission to Canada
Temporary Entry Under Free Trade Agreements
Permanent Residents
Skilled Workers
Business Immigrants

19. Employment Laws
Employment Contracts
Minimum Employment Standards Legislation
Common Law: Reasonable Notice of Termination
Labour Relations Legislation (Unions)
Pay Equity Legislation
Human Rights Legislation
Occupational Health and Safety Legislation

20. Employer Health Tax

21. Employee Benefits
Pensions
Employment Insurance
Workers’ Compensation

22. Corporate Restructurings, Recapitalizations and Insolvencies
Restructurings and Recapitalizations
Bankruptcy
Receivership
Employee Priorities 

23. Securities Laws
The Legislative Framework
A Note About Aggregation
Takeover Bids
Early Warning Reporting
Issuer Bids
Insider Reporting
Insider Trading and Tipping
Substantive and Procedural Fairness Requirements

24. Accessing Canadian Capital Markets
Public Offerings
Private Placements
Use of the Multijurisdictional Disclosure System by U.S. Issuers
Use of the Foreign Issuer Prospectus System by Large Foreign Issuers

25. Activities That Foreign Securities Dealers and Advisers and Investment Fund Managers May Conduct in Canada
Foreign Securities Dealers
Foreign Securities Advisers
Foreign Investment Fund Managers 

To read the full Business Law Guide, download the PDF here.

To discuss these issues, please contact the author(s).

This publication is a general discussion of certain legal and related developments and should not be relied upon as legal advice. If you require legal advice, we would be pleased to discuss the issues in this publication with you, in the context of your particular circumstances.

For permission to republish this or any other publication, contact Janelle Weed.

© 2016 by Torys LLP.
All rights reserved.

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