Doing Business in Canada 2012

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Doing Business in Canada 2012
Finding Opportunities and Avoiding Pitfalls

Cover photo: Panoramic view of the City of Vancouver in British Columbia, Canada

Doing Business in Canada 2012
Finding Opportunities and Avoiding Pitfalls

mccarthy.ca

Managing Editor Robert W. F. Stephenson

IN MEMORIAM
This annual publication, like the ones before it, was edited by Robert Stephenson, a partner in our Business Law Group in Toronto, who passed away on February 12, 2012. Robert’s law practice spanned almost 35 years, all with our firm. In addition to carrying on a general corporate and commercial law practice, Robert had extensive experience in corporate lending and secured transactions, acting for both lenders and borrowers. He acted in numerous substantial financing transactions, including a number of Canadian financings that ranked among Canada’s largest and a foreign project financing that was the world’s largest of its type. His advice was o en sought on matters relating to the regulation of financial institutions, particularly foreign-owned Canadian chartered banks and foreign financial institutions otherwise conducting business in Canada. In addition to editing this annual publication, Robert was the chair of the firm’s precedents and opinions committee. He was also a former chair of the Board of Governors of Trent University in Peterborough, Ontario and of the Council of Chairs—Ontario Universities. Robert was a true partner in every sense of the word. Each of us at McCarthy Tétrault will miss his wisdom, dedication, guidance and friendship.

TABLE OF CONTENTS
Introduction Canada Business Organizations Foreign Investment Laws Competition Law Corporate Finance and Mergers & Acquisitions Bank Loans and Other Loan Capital Taxation Sales and Other Taxes Manufacture and Sale of Goods Real Property Public-Private Partnerships Aboriginal Law Intellectual Property Information Technology Language Immigration International Trade and Investment Employment Privacy Laws Environmental Regulation Dispute Resolution Bankruptcy and Restructuring Government Relations McCarthy Tétrault: A Profile mccarthy.ca

1 3 7 13 21 25 33 35 41 45 51 63 65 69 75 81 85 89 101 109 115 117 123 131 137

Table of Contents

1

Introduction

INTRODUCTION
What are the key considerations when planning to establish or acquire a business in Canada? What are the potential opportunities, and where are the possible pitfalls? Doing Business in Canada was developed by McCarthy Tétrault as a basic guide to the legal aspects of establishing or acquiring a business in Canada. It is written for the non-resident businessperson, but with few exceptions the DOING BUSINESS same considerations apply when all parties IN CANADA WAS are based in Canada. DEVELOPED BY McCARTHY TÉTRAULT We’ve organized this guide into what we AS A BASIC GUIDE TO hope you’ll find to be a useful and userfriendly resource. Beginning with an overview THE LEGAL ASPECTS OF ESTABLISHING of the Canadian political and legal systems, OR ACQUIRING A the guide proceeds through the areas of BUSINESS IN CANADA. law most likely to a ect your business decisions: foreign investment, international trade, corporate finance, mergers & acquisitions, competition, taxation, intellectual property, real property and others. The discussion in each section is intended to provide general guidance, and is not an exhaustive analysis of all provisions of Canadian law with which your business may be required to comply. For this reason, we recommend you seek the advice of one of our lawyers on the specific legal aspects of your proposed investment or activity. With o ces in Canada’s major commercial centres, McCarthy Tétrault has substantial presence and capabilities to help you successfully complete any business transaction in Canada. The information in this publication is current as of December 16, 2011 unless otherwise indicated. If you would like an electronic copy of this publication, you can find it under the...
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