ask the experts: protecting your business
DESCRIPTION
You have built a business that you are proud of. As an entrepreneur, how do you protect it? Review our presenters' slides with notes on how you can safeguard your business from a legal standpoint as well as how government programs and incentives can help you. To view our video coverage of the event, visit: http://www.welchllp.com/resource-centre/videos/events/TRANSCRIPT
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Protecting Your Business
Ask the Experts – An Advice Series for Entrepreneurs
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AGENDA
RBC Royal Bank:
• Introduction
Perley-Robertson, Hill & McDougall LLP/s.r.l.
• Intellectual Property Protection, Trademarks, Patents, Employment Contracts, Dealing with problem employees
Speakers: Paul Donovan, Emily Rahn
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AGENDA
Welch, LLP:
• SRED, IRAP grants, Government Programs
Speaker: Terry Lavineway
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Protecting Your Business and Its Heirs
• Always insure your business credit separately.
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Intellectual Property
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Intellectual Property
• 3 main areas of intellectual property
• (i) Patent
• (ii) Copyright
• (iii) Trade-mark
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Intellectual Property
Registration Benefits & Process: Patent
Registration Benefits & Process: Copyright
Registration Benefits & Process: Trade-mark
Post-registration Issues: Trade-mark
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Protecting Your Business
Employment Contracts and Dealing with Problem Employees
Emily S.S. Rahn, B.Comm, LL.B.
Perley-Robertson, Hill & McDougall LLP
Tel: 613-566-3850
Email: [email protected]
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Statutory Scheme
Employment Standards Act, 2000. S.O. 2000, c. 41-Sets minimum terms and conditions of employment including, work hours, vacation and termination of employment
Human Rights Code, R.S.O. 1990, c. H.19-Prohibits discrimination on a list of prohibited grounds, including age, sex and marital status
Labour Relations Act, 1995. S.O. 1995, c. 1-Protects employees who combine into unions-Sets out process, rights and obligations for collective bargaining
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The Employment Standards Act
Sets out minimum terms and conditions of employment that apply to most employees in Ontario
The standards set out in the ESA are only minimums. Better terms may exist under an employment contract (either written or implied by the common law), employer practices or collective agreements.
Exemptions from all or part of the ESA:•Employees covered by federal employment law (i.e. tele-communications, international/inter-provincial transportation, and bank employees)•Diplomats, elected officials, religious or judicial office holders•Students on work experience programs•Police officers
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ESA Minimums
Hours of Work
-Limited to a maximum of 48 work hours per week
-A regular workday may be established that is up to 13 hours long
Overtime
-General rule: overtime must be paid for all hours worked in excess of 44 hours per week
Public Holidays
-Employees are entitled to a day off with public holiday, on the 9 days designated as public holidays in Ontario
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ESA Minimums
Vacation
-Employees are entitled to at least 2 weeks of vacation with pay upon the completion of 12 months of employment
Termination
-Employees are entitled to notice of termination
-The minimum notice requirements under the ESA are:
3 months, but less than 1 year 1 week
1 year, but less than 3 years 2 weeks
3 years, but less than 4 years 3 weeks
4 years, but less than 5 years 4 weeks
….. Up to a maximum of 8 weeks
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Benefits of Written Employment Agreements
- Defining job description and duties expected of employees
- Ensuring confirmation that the employee has the skills to
perform the duties of the position
- Providing for a probationary period
- Specifying termination entitlements
- Setting out or specifying internal policies
- Confirming, where appropriate, obligations of non-disclosure
and non-solicitation
- Clarifying all aspects of the employee’s compensation
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Importance of Termination Provisions
Termination provisions are the most litigated aspect of the employment relationship.
Areas to address in an employment agreement:
-Probationary period (including termination during probationary
period)
-Termination by employee (optional)
-Termination for cause
-Termination without cause
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Other Considerations
Type of relationship: Employee vs Independent Contractor
Length of employment relationship: Fixed-Term vs. Indefinite
Industry-specific considerations
-Intellectual Property
-Application of other statutes (i.e. Personal Health Information Protection Act)
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The Law is Constantly Evolving
Emily S.S. Rahn, B.Comm, LL.B.
Perley-Robertson, Hill & McDougall LLP
Tel: 613-566-3850
Email: [email protected]
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Government Incentives Strategy
Consider the following with respect to government incentives:
Are you maximizing government assistance via tax credits, grants, loans and rebates?
Are you reasonably certain that you will receive the incentive?
Do you know the timing of the assistance? Is it predictable?
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Maximizing Access to Government Incentives
Less Common More CommonATTC SR&ED
OCASE OIDMTC IRAP
OPAEMA FedDev
IDF IAF
So many incentives; so little time and resources
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Holistic Approach
Overview of the business Recent past Plans for the future
Overlay landscape of incentives Identification of where government assistance is possible Reduce possibilities where:
• net benefit of the possible assistance < (internal + external costs to prepare/apply and report/defend)
Incorporate necessary documentation and evidence preparation into existing business processes
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Full Entitlement
What can you claim? Misconceptions and misinformation
• Can’t claim SR&ED because a customer paid for it
• Can’t claim OIDMTC because we contracted out most of the software development
• Claiming costs outside eligible jurisdictions Know the rules for each respective incentive – or ask for help
• Tax credits – legislation defines what is eligible but not always clear
• Discretionary incentives – guidance is often vague and at times, somewhat flexible
Stacking• What are the restrictions amongst the incentives – how much
government assistance is possible?
• E.g. does a grant impact an SR&ED claim? Does a loan? Does an equity investment?
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Certainty of the Outcome
Tax credits: when are you confident that the outcome of the claim will be as
expected?• Different processes for different tax credits: SR&ED vs. OIDMTC
Discretionary incentives Very competitive landscape for discretionary incentives: free or very
cheap money. Need to examine the risk-reward Pre-approval required
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Timing Considerations
Tax credits: Is the credit claimed on a current tax return or an amendment? Are there other tax issues in existence which would affect the timing
and resolution of the tax credits?• Different processes for different tax credits: SR&ED vs. OIDMTC
Discretionary incentives How far in advance is pre-approval required prior to launching the
project/initiative? How long after the expense is incurred will the reimbursement be
issued?
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Final Points
Significant amounts of government assistance are available
Provincially, federally and internationally
Know the rules and/or get help Look for the best net results PLAN AHEAD
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QUESTIONS