Course Descriptions

Global Professional Master of Laws in Business Law

CORE COURSES

Law & Business in a Global Environment  

Globalization raises questions of justice, democracy and efficiency and poses new regulatory challenges in a wide range of areas from trade and investment to migration and border control, labour market regulation to human rights and the environment.  This foundational course is designed to explore two interrelated issues:  first, the role of law in global economic, political and cultural integration, and second, the effect of global transformations on legal rules, processes, and institutions, whether domestic, international or transnational.  These issues will shed light on transactional, litigation and regulatory challenges faced by businesses and their legal advisors in a global economy - both those in Canada and those operating internationally. 

Canadian & Cross-Border Issues in Corporate Tax

This course addresses the central features of Canada's corporate income taxation regime, with a focus on the relevant major structural elements of the Income Tax Act and the broader international taxation context.  After first addressing the most important structural elements of corporate income tax from a purely domestic perspective, attention shifts to relevant cross-border issues addressed through the Canada-US income tax treaty and the OECD model treaty.  The course will also address structures involving conduit entities, which implicate three (or more) tax jurisdictions.   The objective of the course is to familiarize students with the complex, multi-jurisdictional legal environment in which corporations that are active internationally operate.  In addition, the course will examine how such global companies optimize their operations with respect to tax mitigation and operational efficacy, principally from the perspective of Canadian business.

Applied Contract Law

It is of paramount importance for parties whose work requires them to draft, review or engage with contracts to have an appreciation of the fundamental principles of contract law, including key clauses and principles on how contracts are structured, managed and negotiated. This course will provide participants with valuable insights into essential elements of a valid commercial contract, drafting techniques, principles of contractual interpretation, and how to create value through transaction engineering. The course will explore each of these concepts using particular transactions and types of transactions by way of illustration.

Intellectual Property and Strategy 

This course provides a survey of intellectual property, a class of legally-created assets that are of increasing importance to businesses world-wide. Students will be introduced to the core forms of intellectual property and will learn about their importance for business and for governments. The course will explore how intellectual property laws can be either considered an asset or a hindrance for companies, especially those operating in the technology sector. Students will be exposed to the multitude of legal arrangements that govern intellectual property assets and how each of these options has profound implications for many strategic business decisions of which founders, makers, and executives in all industries need be aware.

Anti-Corruption Law: International, Domestic, and Practical Perspectives      

This course will start by examining the historical, political, economic and social consequences of corruption. Then, it will analyze the international prevention and enforcement standards, specifically the UN Convention against Corruption and the OECD Convention against Bribery of Foreign Officials. The course will then move to domestic legislation, comparing and contrasting the laws of US, UK and Canada for the control and regulation of corruption. More specifically, students will learn about (a) the elements of corruption as a crime and the investigation, prosecution and sanctioning of persons convicted of corruption offences; (b) preventive measures through regulation of the public sector, including laws and policies dealing with conflict of interest, lobbying, public procurement and whistleblower protection; and (c) the role of the lawyer in advising corporate clients with respect to corruption risk assessment in the client’s area of business, development of internal anti-corruption policies and implementation of due diligence standards and practices.

 

ELECTIVE COURSES 

Comparative Corporate Governance

Focused on corporate governance in different jurisdictions around the world, this course will introduce the concept of corporate governance, describe how relevant institutions vary across jurisdictions, and consider how corporate governance institutions affect micro- and macroeconomic performance.  With a particular focus on Canada, the United States, the United Kingdom, and the European Union (especially France and Germany), students will address specific topics including the role of the director, the BCE case, and the impact of common vs. civil law on corporate governance rules.

 

Securities Regulation and Corporate Finance 

This course examines the regulation of Canadian capital markets and the principal legal issues related to corporate finance, focusing on topics such as: equity and debt financings, public offerings, exempt distributions, continuous disclosure obligations, insider trading and enforcement issues, corporate restructuring, venture capital, efficient market theory, the role of lawyers versus investment bankers, and valuation. A further focus of the course is to understand securities regulation from a global and comparative perspective, particularly looking at the regimes of the United States, United Kingdom, and European Union.

Mergers and Acquisitions 

The purpose of this course is to examine in detail the principal legal issues and considerations involved in key M&A transactions for substantial private or public corporations - including cross-border deals. The topics to be considered include: share attributes and other organizational elements of corporate entities; mergers, acquisitions, amalgamations, reorganizations and other 'fundamental changes'.  The course will touch on conflict of laws (or private international law) issues.  The focus will be on learning through real cases or examples - in-depth examination of one or more cross-border M&A transactions from start to finish will showcase Canadian and foreign law, cultural differences in terms of business practices and legal culture, and negotiations skills involved in major corporate transactions.

International Dispute Resolution

The course aims at providing students with essential skills and knowledge to manage or avoid commercial and economic disputes and, if necessary, engage in the process of resolving such disputes through commercial arbitration or other forms of dispute resolution. The course will also enable students to understand the structure of cross-border contracts with a view towards limiting exposure to possible disputes.  Through practical exercises, the course focuses on techniques in negotiating and drafting domestic and international contracts, and dispute resolution through mediation and negotiation.

Economic and Social Regulation and Competition Law

The first half of the course will be devoted to an examination of the central principles and doctrines in competition law and policy, examined from a comparative perspective, focusing principally on Canada, the United States, and the European Union.  Areas to be addressed will include horizontal agreements among competitors or potential competitors; mergers; and abuse of dominant position.  The second part of the course will examine regulatory trends (including deregulation) in traditionally regulated industries, such as telecommunications, broadcasting, airlines, and the electricity sector.  These trends will be examined in the context of dominant economic and political theories of regulation and comparative institutional design experience.

Law & Policy of Public Private Partnerships 

Canadian governments at all levels have built billions of dollars of hospitals, prisons, roads, courthouses and other public assets and services using a new model of private sector involvement: the public private partnership or P3.  With thousands of pages of contracts, these transactions have generated business for lawyers and value for money for taxpayers.  This course offers a detailed study of the law and policy of P3s, including the specialized contractual, financial and regulatory issues they raise.  The course will include a review of the standard risk transfer in a P3 and in the drop down agreements with major contractors as well as the key elements of project finance and the crucial role played by lenders.  We will review the current trends in P3s, including new asset classes, the challenge with municipalities and bank/bond financing and other responses to the global credit crisis.  Participants will have an opportunity to practice their skills in a hands-on negotiation session. 

International Insolvency Law

 Major restructuring cases these days commonly have an international dimension, with proceedings taking place in more than one jurisdiction.  Nortel and Lehman Brothers are two prominent recent examples. International insolvency proceedings frequently raise choice of law issues; jurisdictional questions, including the recognition and enforcement of foreign insolvency proceedings; and procedural challenges, including the need for co-operation between courts in the case of concurrent proceedings in two or more jurisdictions. This course will examine key issues under each of these three headings, using case studies as the basis for class discussion. Particular attention will be given to the UNCITRAL Model Law on Cross-border Insolvencies, as embodied in Part IV of the Canadian Companies' Creditors Arrangement Act and Chapter 15 of the United States Bankruptcy Code.