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Fraser Milner Casgrain llp                                  LEGAL GUIDEMergers and Acquisitionsin Canada
Mergers and Acquisitionsin CanadaFraser Milner Casgrain llpLEGAL GUIDE
INTRODUCTION                                                                    1OVERVIEW OF CANADIAN SECURITIES LEGISLATI...
– MERGER NOTIFICATION AND REVIEW                                35Introduction                                            ...
LABOUR RELATIONS AND EMPLOYMENT CONSIDERATIONS                                                    49Introduction          ...
ABOUT FMC                   71Our Approach                71Experience Worth Pursuing   71Contact Us                  71
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
Mergers and Acquisitions: Acquiring a Canadian Company
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Mergers and Acquisitions: Acquiring a Canadian Company

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Mergers and Acquisitions: Acquiring a Canadian Company is a general overview of the principal securities, tax, competition, foreign investment, labour relations, employment and pensions considerations that would be applicable in the acquisition of a Canadian business.

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Mergers and Acquisitions: Acquiring a Canadian Company

  1. 1. Fraser Milner Casgrain llp LEGAL GUIDEMergers and Acquisitionsin Canada
  2. 2. Mergers and Acquisitionsin CanadaFraser Milner Casgrain llpLEGAL GUIDE
  3. 3. INTRODUCTION 1OVERVIEW OF CANADIAN SECURITIES LEGISLATION 2Introduction 2Overview of Canadian Securities Legislation 2Take-Oer Bids v 3 Advantages and Disadvantages 3 Commencing a Take- Oer Bid v 4 Acquisitions Outside of the Bid 4 Request for List of Security Holders 6 Prohibition Against Collateral Agreements 7 Defensive Tactics 7 Obtaining the Balance of the Shares 11Plan of Arrangement 13 Advantages and Disadvantages 13 Exchangeable Share Transactions 14Conclusion 16TAX CONSIDERATIONS – GENERAL OVERVIEW OF CANADIAN INCOME TAX PRINCIPLES 17Introduction 17Federal Income Taxes 17Provincial Income Taxes 17Commodity Taxes and Payroll Taxes 18Federal and Provincial Income Tax Rates 18Withholding Taxes 19Branch Taxes 19Capital Taxes 20Transfer Pricing Rules 20Canada-U. S. Tax Treaty 22Treaty Relief 22 Business Prots 22 Dividends 23 Interest 23 Branch Tax Relief 23 Capital Gains 23Treaty Entitlement 24 “S” Corporation 24 U. S. Limited Liability Company 24 Limitation on Benets Provision 25Structuring Considerations 25 Canadian Subsidiary 25 Branch 26
  4. 4. – MERGER NOTIFICATION AND REVIEW 35Introduction 35Overview 35 Administration and Enforcement 35 Notication 36Substantive Merger Review under the Act 38Merger Assessment yb the Commissioner 39 Merger Enforcement Guidelines 39 Substantial Lessening of Competition 40 Market Denition 40 Safe Harbours 40 Vertical Mergers 41 Ef ciencies 41Conclusion 42FOREIGN INVESTMENT NOTIFICATION AND APPROVAL UNDER THE INVESTMENT CANADA ACT 43Introduction 43Notication and Review 43 Thresholds for Review 44 Cultural Businesses 44 Applications for Review and the Review Process 45 Net Benet to Canada Test 46 Net Benet - State-owned enterprises 46 National Security Review 46 Undertakings and Progress Reports 47
  5. 5. LABOUR RELATIONS AND EMPLOYMENT CONSIDERATIONS 49Introduction 49Background Information 49 Employment Agreements 49 Termination of Employment 49Acquisition of Shares 51 Due Diligence 51 Representations and Warranties 52Asset Purchase 53The Unionized Workplace 54Employees on Leave of Absence 54Amalgamations 55Data Privacy 55Conclusion 56PENSION AND BENEFITS CONSIDERATIONS 57Introduction 57Registered Pension Plans - General Statutory Frameork w 57Types of Pension Plans 57Impact of Pension Legislation on Corporate Transactions 59Impact of Labour and Employment Law on Pension and Benets Issues 60 Collective Agreement 60 No Collective Agreement 1 6Due Diligence 62Representations and Warranties 63Purchase or Sale of a Business 63 Asset Purchase 63Analysis of Options 64 No Successor Plan Option 64 Successor Plan Option - No Transfer 64 Successor Plan Option - With Transfer 65 Plan Assignment Option 76Share Purchase 7 6 Related Companies Participate in Target Companys Pension Plan ’ 7 6 Assets of the Target Companys Pension Plan Participate in a Master Trust ’ 68 Target Company is a Participating Employer in the Pension Plan of a Related Company 68 Purchaser Requires Termination of Pension Plan 68Mergers 68Other Benets/Costs Issues of Note 9 6 Retiree Benets 9 6
  6. 6. ABOUT FMC 71Our Approach 71Experience Worth Pursuing 71Contact Us 71

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