Professional LLM in Business Law

Credits: 3.0

This course explores the basic theories, principles and policies that underlie Canadian corporate law. It provides a history of the development of corporate law in Canada and internationally and includes a consideration of the primary purposes of the corporation, the role of limited liability and corporate personality, appropriate corporate purposes and remedies.

Credits: 3.0

This course examines the requirement for boards of directors, how management and control of the corporation is established, composition of the board and audit committee, and corporate governance practices. Issues surrounding the separation of ownership and control, the duties and powers of directors and officers, including fiduciary duties and statutory constraints on delegation, certification of filings, shareholder ratification, and the duties and responsibilities of corporate managers, including the duty of care, disclosure of conflict of interest, business judgment rule and liability will also be covered.

Credits: 3.0

Students will be introduced to financing techniques available to businesses and the role that lawyers play in corporate finance transactions. Limitations and constraints on financing alternatives will also be discussed. The course focuses on recent financings and financial performance of Canadian public companies. It also examines the mandate of institutional bodies charged with responsibilities for regulating capital markets in North America, in particular the Ontario Securities Commission and other securities commissions and regulatory bodies in North America. Recent reforms, the impact of the credit crisis, and the intersection of securities regulation and business law, are also explored.

Credits: 3.0

Corporate governance focuses at an advanced level on current thinking in corporate law, policy and research in light of recent North American and international developments. Particular attention is given to how these developments are situated, both within theories of corporate governance and within the history of the development of corporate governance law in Canada. Subjects include:
(1) a re-evaluation of the divorce of corporate control from ownership;
(2) the status and practicability of “shareholder democracy”;
(3) proper corporate goals;
(4) the corporation and its constituencies (shareholders, labour, consumers, etc.);
(5) the duties and responsibilities of corporate directors, officers and insiders;
(6) the role of the corporate lawyer;
(7) the role of auditors;
(8) the respective roles of corporate law and securities law; and
(9) comparative corporate governance and the problems of systemic convergence and transitions.

Credits: 3.0

This course examines remedies available to stakeholders, including remedies set out in the Canada Business Corporations Act (CBCA) (such as the oppression remedy) and the Securities Act (Ontario) (such as civil liability for secondary market disclosure). Students will examine the circumstances under which these remedies are available and some of the distinct procedures for initiating them. Potential areas of liability, the role of independent committees, the powers of the court, defenses, and relevant jurisprudence will also be examined.

Credits: 3.0

This course provides the practical tools needed in a complex corporate transaction. It is designed to provide a practical perspective on the fundamental motivations and dynamics underlying business negotiations and transactions, as well as the critical components of major corporate transactions. The corporate transactions examined in this course will include both public and private financings, such as venture capital, private equity and public offerings and public and private mergers and acquisitions, including acquisitions by way of plan of arrangement under the Canada Business Corporations Act and take-over bids.

Credits: 3.0

Competition law has become a common feature of the business press as regulators or impose conditions regarding matters such as bid rigging, price maintenance, price discrimination, and mergers and acquisitions. This course examines the role and importance of competition law through a survey of Canada’s Competition Act. Students will gain a detailed understanding of the policy and law regulating competition and current debates on competition law and reform. International and comparative perspectives are incorporated into the course.

Credits: 3.0

Although construction law is rapidly becoming a discipline in and of itself, a knowledge of basic construction contracts and construction liens is essential for all real property practitioners intent on understanding a real estate development project from acquisition through to lease-out. Whether the project is a renovation of an existing building, the construction of leasehold improvements, or the development of a major infrastructure development project, the construction contract remains the pivotal agreement This course will provide an overview of major types of common construction contracts, such as the CCDC2 and CAA14, as well as the negotiation and preparation of such construction contracts and related agreements. This course will also cover ancillary construction contract issues such as the subcontract relationship, change orders and extras, different forms of construction bonds and other surety arrangements, as well as liabilities and remedies for delay. The course will provide an overview of current construction lien legislation, from the registration of the initial notice of the lien, through to the registration of notice of claim, the doctrine of sheltering, and ultimate enforcement of the lien. Related construction lien issues such as the statutory trust fund and comparative priorities of construction liens versus mortgages and purchasers, will also be considered, as will a comparative overview of mechanics’ lien regimes in other jurisdictions.

Credits: 3.0

This course focuses on engagement and relations with Indigenous peoples from a corporate governance lens, in light of the public and private sector duties established by Canadian domestic policy and international law. Particular attention is given to understanding the role of stakeholder theory in Canadian corporate governance and emerging developments relating to board diversity and environmental, social and governance (ESG) standards. This learning will be considered alongside an introduction to Indigenous legal orders and Indigenous self-governance principles. The course will further examine Indigenous consultation and consent as central components to engagement with Indigenous peoples in Canada. The unique relational challenges within the context of Canadian extraction and resource development industries will also be discussed. Finally, this course will introduce students to the concept of economic reconciliation and will encourage reflection on serving Indigenous corporate clients and the emergence of Indigenous law practice on Bay Street.

In order to effectively deliver the contents of this course, we will explore these topics through a combination of lectures, guest speakers, and case studies. This course reinforces a commitment to meaningful consultation and building respectful business relationships with Indigenous peoples, as called for by the Truth and Reconciliation Commission of Canada.

Credits: 3.0

Increasingly intellectual property assets are a key asset used by businesses. This course will introduce the general structure of intellectual property law systems. Contrasting common law, statutory, automatic creation and registry systems the course focuses on Canadian intellectual property  including the international character of these important rights. Almost every business has copyright subject matter, confidential information and a trade name or trademarks. As a result this course will introduce the operation of each of these legal systems including current controversies in the field.  Additional focus is added to introduce patent law and the law of industrial designs and the operation of multilateral treaties in managing patent, trademark, and design applications. The course includes the key issues arising in seeking to minimize a businesses’ exposure to infringement, from the clearance of proposed rights to the use of policies to minimize exposure,  as well a businesses’ enforcement of its own intellectual property rights.