Business Law Course Descriptions

Global Professional Master of Laws in Business Law

*Please note that not all courses will necessarily be available every year. 

LAW4019H Anti-Corruption Law: International, Domestic, and Practical Perspectives - Prof. Mariana Moto Prado and Sabrina Bandali    

Corruption can be found in any part of the world, at the most local to the most international levels. In recent decades, anti-corruption laws and international norms have proliferated, as international organizations, states, and local communities have focused on legal tools to remedy a seemingly intractable problem. This course analyzes the phenomenon of corruption and the state of current anti-corruption law and policy, while offering students the opportunity to problem-solve and explore case studies of recent anti-corruption enforcement and compliance.

The course begins by exploring how we define corruption and its historical, political, economic and social consequences. The course then analyzes the emergence of international anti-corruption law and debates about approaches to eradicating corruption. Moving to the domestic sphere, the course examines Canadian legislation, and strategies to detect, prevent, and punish corruption in international business. Students will learn about the elements of corruption as a crime and the investigation, prosecution and sanctioning of persons convicted of corruption offences; preventive measures through regulation of the public and private sectors, including laws and policies dealing with conflict of interest, lobbying, public procurement and whistleblower protection; and the role of the lawyer in advising corporate clients in 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.

LAW4036H Applied Contract Law - Prof. Anthony Niblett    

Contracts structure relationships. They define rights while setting expectations and reinforcing trust. Understanding the principles of contract law allows for a deeper understanding of modern business. The law of contracts has developed over centuries and can be highly technical. This course looks past the details of contract law doctrine and focuses on general principles as they apply to real word problems, for example

·       Is there a binding contract when you click “I agree” on a software license agreement? 

·       What happens when neither party is following the terms of an outdated contract?  

·       What are the consequences of violating a non-disclosure agreement?  

·       Can an employer keep sexual harassment claims out of court with arbitration clauses?

Course readings involve a combination of leading cases from the Supreme Court of Canada, the Ontario Court of Appeal, and other jurisdictions.

LAW4062H Bankruptcy and Insolvency Law - Prof. Stephanie Ben-Ishai

This course is for students who practise or want to practise bankruptcy and insolvency law – and for those who simply want a timely and challenging course that covers a key legal system underlying the Canadian and global economies. We will consider the fundamentals of business and personal bankruptcy and insolvency in Canada situated in a comparative context. Students will learn the basic concepts of “straight” bankruptcy liquidation, in which a Licensed Insolvency Trustee is appointed to sell the debtor’s assets and pay the proceeds to the creditors. For consumers, that topic includes the fresh start – the discharge of all pre-existing debt – and the identification of exempt assets. Students will also study the rehabilitation provisions, under which the debtor attempts to pay all or some part of the pre- bankruptcy debt: consumers proposals and commercial proposals and plans for businesses. Bankruptcy adjacent and out-of-court processes will also be considered. Significant attention will be given to the substance of bankruptcy laws, including the “avoiding powers” (for example, preferences and fraudulent conveyances), treatment of secured creditors, and priorities in asset distribution. The course attempts to give balanced attention to the practice realities of negotiation and leverage within a complex set of doctrinal rules and to the social and economic consequences of the bankruptcy system in both its consumer and commercial manifestations.   

The goals of the course are the following: 

a. To understand the fundamental problems that justify bankruptcy law;
b. To study the key features of Canadian bankruptcy legislation and how it addresses these problems;
c. To understand financial transactions that interact with bankruptcy law; and
d. To understand the realities of how bankruptcy actually works in practice.

LAW4058H Competition Law - Prof. Anthony Niblett (not offered in 2023-2024)

Why do we pay so much for a pair of jeans? Why are movie tickets so expensive? Why does every gas station in Toronto raise their prices at the same time? Why should we care if two firms want to merge forces? Why do we need to regulate what businesses do? Will that regulation harm Canadian business and innovation in the long run? What’s wrong with letting businesses do whatever they want? Should we not just let markets deal with any problems that arise? In this course, we’ll be looking at competition law. Competition law seeks to promote and maintain competition in markets by regulating anti-competitive behaviour by firms. We will peer behind the law. We will look at the economics and other policy considerations that underlie competition law. We will examine how markets work and how firms behave to determine whether intervention is required.

LAW4002H Comparative Corporate Governance - David Conklin

This course examines the roles and interests of the company, its directors, management, shareholders and other stakeholders in capital markets. In doing so, we will consider how commitments to Environmental, Social Governance disclosures and Corporation Social Responsibility affect strategic decision making and shareholder value. 
 The readings offer different perspectives on specific examples of governance failures and initiatives for reform. We can consider the causes of governance failures to develop an understanding of and the steps that might be taken to manage or avoid particular crises.

LAW4069H Electrification and the Energy Transition : Law and Policy  - Cary Ferguson  

Why doesn't everyone just build more renewable power plants? Will the lights go off if everyone plugs in their electric cars at the same time? What's a "carbon offset" and how do they work? This course examines these questions through the legal and policy frameworks established to enable society's increasing electrification. Students will be introduced to the regulatory and policy regimes governing Ontario's energy systems and how these systems are being decarbonized. Topics that will be considered include the structure of the electricity sector and Ontario's electricity market; the obstacles to electrifying transportation; and the policy and practical challenges associated with electrifying heating. 

LAW4032H Intellectual Property and Strategy - Prof. Abraham Drassinower and Alex Stack

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.

LAW4061H Issues in Tax Law and Policy - Prof. Rory Gillis (not offered in 2023-2024)

This course examines current legal and policy challenges in taxation, with an emphasis on issues affecting businesses, corporations, shareholders and economic regulation. It begins by providing an introduction to the key features of Canada’s personal, corporate and international tax regimes. It then examines a number of contemporary controversies, including: the distinction between employment and business income in the gig economy; the tax preference for capital gains over business income; the tax implications of different forms of business organization; the proposed global minimum tax; the problem of tax havens; the taxation of digital commerce; wealth taxation; environmental taxation; taxation and artificial intelligence; and the role of law in opening and closing “tax loopholes”. 

No previous background in taxation is required. Reading materials include legal cases, treatises, and academic articles.

LAW4001H Law and Business in a Global Economy (required) - Prof. Poonam Puri and Prof. Mariana Moto Prado 

This course is intended to provide a general overview of business law, and to provide students with the background that they will use in the remainder of the program. Students will gain familiarity with key areas of business law, including corporate law, securities law, insolvency law and financial regulation, more generally. 

LAW4004H Mergers and Acquisitions - Alex Gorka

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.

LAW4068H Regulating the Digital Economy - Prof. Francesco Ducci 

 Are big tech platforms monopolies? Is data the “new oil” of the digital economy? What are the implications for privacy? Should antitrust law go beyond economic goals? This course examines these and other central questions at the heart of antitrust policy in the digital age. We will begin by reviewing the intellectual history of antitrust and the main legal and economic principles of current competition/antirust laws (prior knowledge is not required). We will then examine a set of cutting-edge legal issues related to competition in big tech sectors. The goal of the course is to examine whether technological and economic transformations require legal reforms and novel paradigms of antitrust policy for the digital era.

LAW4003H Securities Regulation and Corporate Finance - Amelia Miao

This course examines the rules that come into play when businesses seek to raise capital by offering securities to potential investors. We will look at how “security” is defined, how businesses can raise capital without much regulatory burden by offering securities in the private markets, the obligations that are triggered when a business decides to go public and what they mean for how the business is organized, and the risks and duties that come with being a public company (and being an insider of such a company). We also will look briefly at the regulation of service providers in the capital markets, like securities dealers, portfolio managers, and marketplaces. Throughout the course, we will engage with current policy debates about the scope, structure, and substance of securities regulation.


Past Offerings

Law 4057H Cannabis Law - Chris Nyberg 

The Legalization of cannabis has had a profound impact on Canada. While legalization has sparked a multi-billion dollar industry seemingly overnight, it has also led to a number of novel issues that need to be reconciled with existing legislation and policy objectives, many of which have been, and continue to be, inconsistent. This introductory course will provide a foundation for understanding Canada’s complex cannabis framework by exploring its evolution and the current regulations in a holistic manner. The class will cover a wide range of relevant topics, including consumption, distribution and sales rules, financing and insolvency issues, cannabis promotion, international obligations and opportunities, First Nation regulation as well as other timely issues. Law 

4016H Corporate Social Responsibility, Ethics, and the Law - Prof. Ian Lee 

As creatures of the law, corporations have legal rights and responsibilities. But society also has normative expectations as to corporate behaviour that are not necessarily embodied in legal requirements. This course will examine the relationship between corporations’ legal responsibilities and their non-legal responsibilities; the roles and responsibilities of individuals who act on behalf of corporations or who invest in them; the relationship between corporate responsibility and individual responsibility; and the relationship among corporate social responsibility, business ethics, stakeholder capitalism and enlightened shareholder value maximization. The course will draw on a variety of examples and case studies across a range of topics, including the environment, human rights and tax minimization. 

LAW4059H Digital Trade - Joshua Meltzer 

 International trade is being transformed by the globalization of the Internet and the ability to move data across borders. Small businesses and firms in developing countries are using internet platforms such as eBay and Alibaba to engage in international trade. Software, music and books that used to be traded physically are now being transmitted digitally across borders; lawyers, consulting and other professional services are using the internet to reach new markets. Data analytics and cloud computing have become essential tools for firms in domestic and international markets.  This course will examine the impact of the internet and global data flows on international trade.  Students will learn about the varied and innovative ways that the internet and data enable international economic activity. Students will look at how government regulation in areas such as privacy and national security affects data flows and digital trade and will examine the balance between achieving these goals and maximizing opportunities for trade, growth, and jobs. Students will learn about the extent to which international trade rules of the World Trade Organization and free trade agreements such as the Trans-Pacific Partnership Agreement and Canada-EU Trade Agreement support an open internet and global data flows; will identify gaps in law and practice; and will analyze where new global norms and rules are needed. Special topics covered may include: the opportunities of digital trade for developing countries and SMEs; how to balance privacy and global data flows and privacy regulation; digital trade and national security. 

LAW4053H Law and Regulation of Banking and Financial Institutions

 This course will involve a detailed examination of the legal, regulatory, and commercial environment in which banks and non-bank financial institutions operate. Topics will include: the business of banking; the Bank Act; the role of central banks, including the Bank of Canada; prudential regulation, capital requirement and the Basel accords; shadow banking and the 2008 financial crisis; legal and regulatory responses to the financial crisis, including the US “Dodd-Frank Act”; and the role of emerging financial technologies within the financial system.