Professional LLM in International Business Law

Credits: 6.0

This course provides an overview of the classification and operation of major legal systems around the world. Students will develop a theoretical understanding of different legal systems and will examine some specific examples from countries that play a prominent role in the global economy. Issues important to international business transactions and disputes will be examined from a comparative perspective.

Credits: 3.0

This course offers students the opportunity to go beyond foundational contract law to explore significant and current issues in business and commercial contracts, particularly those that are relevant to international business law practice.

The prerequisite for this course is LAW 6875, LAW 6840, LAW 6516 or an equivalent foundational course in the common law of contract.

Credits: 3.0

This course explores two areas of increasingly important and challenging global regulation: anti-money laundering legislation and international country sanctions. While important to a broad sector of businesses, they are particularly crucial for financial institutions and businesses involved in cross-border commerce. This course explores the global context for these regulations, including the role of international legal and quasi-legal organizations such as the Financial Action Task Force and the United Nations. The role of anti-money laundering and country sanctions within the context of financial sector regulation and stability overall will be explored, and students will have an opportunity to examine the outcomes, including relative strengths and weaknesses, of the legislation on a domestic and international basis.

Credits: 3.0

The unanimous adoption of the UN Guiding Principles on Business and Human Rights cemented the notion that businesses play a critical role in supporting human rights in all jurisdictions where they or their affiliates operate. New legislation, regulatory mechanisms, and case law further affirm that governments and courts expect businesses to conduct their affairs in adherence to international human rights obligations. This course will provide students with an understanding of what has changed in the area of corporate accountability, and how Business and Human Rights Law affects transnational corporations in Canada and abroad.

Credits: 3.0

This course provides an introduction to the laws governing the predominant forms of business organization in Canada – sole proprietorships, general partnerships, limited partnerships, limited liability partnerships and corporations. The focus of the course is on business corporations, with particular reference to the Canada Business Corporations Act. The course canvasses such topics as: the creation and organization of the corporation; the corporation as a distinct entity from its shareholders; the capital structure and activities of the corporation; roles and duties of directors, officers and shareholders; corporate governance; shareholder agreements; shareholder derivative actions and other remedies; and introduction to corporate transactions (mergers and acquisitions).

Credits: 3.0

This course will examine corporate governance from a comparative perspective, focusing primarily on UK and the US. It will provide students with a fundamental understanding of the legal rules and market pressures that determine the balance of decision-making power within mainly public companies. It will examine and compare the paradigms of corporate governance, the uniqueness of corporate law making, shareholders’ rights of intervention in corporate decision-making, the role of the board, non-executive directors, institutional investors and shareholder activism, board monitoring, constraints on executive remuneration and the different approaches to the design and control of executive remuneration, corporate and social reporting, board responsibilities and the topical issue of diversity, among others.

Credits: 3.0

The course is a survey of Canadian contract law intended for lawyers trained in non-common-law jurisdictions and for non-lawyers. The course provides foundational training in the common law of contracts, focusing on the legal principles involved in formation and enforcement of commercial transactions. The course deals with the general principles of law applicable to the main types of bargain transactions found in contemporary business practice.

Credits: 3.0

Corporations today are known to have an impact on a wide variety of issues such as human rights, labour issues, the environment and more.

This course will examine how to hold corporations accountable for such impacts with a focus on governance and regulations. This course will challenge students into viewing the role and responsibility of the corporation from perspectives beyond the status quo and explore the problem from a national, international and comparative perspectives.

Credits: 3.0

This course examines the legal dimensions of corporate social responsibility (CSR) in the Canadian and International contexts. Students will learn about the meaning, purpose and history of CSR, which encompasses a wide variety of issues including, but not limited to, climate change, human rights, labour standards, business ethics, etc. Students will explore how the law influences companies’ CSR practices with reference to federal and provincial law in Canada and selected international laws like in the UK and USA. The course will also cover how the business sector is developing its own governance frameworks for CSR.

Credits: 3.0

This course will allow you to imagine yourself in the role of in-house counsel as you explore a broad range of matters and learn to act decisively and quickly with often limited facts. Students will learn skills to support those issues faced by many organizations, whether they are large companies or small-scale entrepreneurial businesses. The topics covered in this course will be useful to anyone representing a corporation or interacting with those who do.

Students will examine the fundamental legal principles governing in-house practice and explore how innovation in legal practice is often driven by the client demands of in-house counsel (to address their own business clients’ needs), such as changes to standard hourly billing models; the influence of “business-side” trends on the legal profession (e.g., application of Lean/Six Sigma”); the use of cloud-based legal technology platforms; and the increasing need to act as a predictive, forward-looking risk manager in addition to legal counsel.

Credits: 6.0

International Business Transactions will use case studies to analyze international business transactions including: forming the contract, financing and payment techniques, and identifying and addressing barriers to contract fulfillment. Examples will include the study of import/export of goods and services, technology transfers, joint ventures and foreign direct investment. The course will address the challenges of trans-border electronic transactions and doing business on the internet.

Credits: 6.0

The course provides an in-depth introduction to the law and practice of international commercial arbitration that will familiarize students with the legal framework, the role of the courts and arbitral institutions, the main elements of effective arbitration agreements, the selection of the tribunal and challenges to members of the tribunal, jurisdictional issues, interim measures, pre-hearing procedure and the conduct of the evidentiary hearing, the award and how it may be challenged or enforced.

Credits: 3.0

This course considers the international aspects of banking and finance. The globalization phenomenon is nowhere more evident than in the financial markets where the absence of international law poses a variety of new challenges for business lawyers. Emphasis is given to advising clients in relation to cross border transactions including public and private issues of debt and equity, loan syndications and sub participations, securitizations, treasury products including foreign exchange transactions and interest rate and currency swaps. Consideration is also given to basic tax issues including withholding tax and treaty arbitrage. Finally cross border restructurings are analyzed with case studies involving how to advise domestic and international clients in relation to large scale commercial failures.

Credits: 6.0

This course introduces students to the rules applicable to international sales contracts and aims to enhance oral advocacy skills. The course focuses on the United Nations Convention on the Contracts for the International Sale of Goods (CISG) and uses problems from the VIS moot competition. Students will learn the rules of the CISG as interpreted by courts and tribunals throughout the world. Students will also acquire the skills needed to research sources of CISG law for the purpose of constructing arguments based on the Convention. Importantly, students will acquire a set of skills that will serve them in the future and distinguish them from their peers.

Credits: 6.0

This course examines the central concepts which are the foundation of international trade law. Through the course’s lectures, supplementary seminars and notes, along with practical group work on an international trade law problem in moot format, students will learn the establishment and operation of the World Trade Organization and current issues the WTO and its members are facing. Students will also learn how Most Favoured Nation and National Treatment concepts are being currently applied, as well as how technical regulations, along with health and safety regulations at the national level can come into conflict with the growth of freer trade among nations. Freer trade in goods, services and investment (along with agriculture and intellectual property, time permitting) will also be examined along with the exceptions to freer trade that can be applied by WTO members at the national level and the circumstances where those exceptions can be applied. New developments in regional trade blocks such as the proposed Canada-EU Free Trade Agreement and the Trans Pacific Partnership will also be examined, time permitting.

Credits: 3.0

This course looks at the legal aspects of multinational enterprises (MNEs) with a focus on them as both commercial and economic actors. It introduces and examine the legal problems which arise from their organization and operation, particularly when they engage in foreign investments. It also focuses on the regulatory and policy problems that arise when both host and home states attempt to control the activities of MNEs. The course introduces the legal means by which these entities are established; explores the ideological bases which underpin the operation and regulation of MNEs, critically examines the regulation of MNEs by both home and host states; explore the legal liabilities faced by MNEs; introduce and examine the control of risks faced by MNEs by way of international investment agreements; and examines the social dimensions of MNEs.

Credits: 6.0

Online International Business Transactions will use case studies to analyze international business transactions including: forming the contract, financing and payment techniques, and identifying and addressing barriers to contract fulfillment. Examples will include the study of import/export of goods and services, technology transfers, joint ventures and foreign direct investment. The course will address the challenges of trans-border electronic transactions and doing business on the internet. The online nature of this course permits the students to engage in activities that simulate the remote, asynchronous nature of real-life cross-border, multi-party business transaction negotiation and documentation. Regular group work, problem-based learning, practical exercises, and research and writing assignments will be required at key points during the course.

Credits: 6.0

The main learning objectives of this course are to introduce students to the basic concepts, ideas, structures, and potential traps of tax planning for cross-border transactions, and to equip students with the basic knowledge and skills to spot tax issues, to know when to call in the tax experts, and take taxation into consideration before embarking on a major cross-border transaction.

The course will begin with a primer on international taxation. Instead of examining the detailed technical tax laws of any specific country, the course will focus on general international tax principles found in tax treaties and in the domestic law of most countries. The main teaching materials will be leading tax cases in Canada, Australia, France, India, the UK and other countries.

Typical cross-border transactions to be examined in the course include cross-border financing, cross-border leasing and licensing, cross-border “securitization”, cross-border services, joint research and development, and the use of holding companies in low-tax jurisdictions.