Course Descriptions

Global Professional Master of Laws in Business Law

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

Law & Business in a Global Environment (required) - Prof. Michael Trebilcock, Prof. Mariana Mota PradoProf. Adriana Robertson, Prof. Mohammad Fadel, Sabrina Bandali, and Matthew Kronby.

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 - Prof. Ben Alarie

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.

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.

Anti-Corruption Law: International, Domestic, and Practical Perspectives - Prof. Mariana Mota 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.

Comparative Corporate Governance - David Conklin 

The course will examine the roles and interests of the Company, its directors, management, shareholders and other stakeholders in capital markets. The readings offer different perspectives on specific examples of governance failures. By examining different corporate crises, we can consider the causes of crises and the steps that might have been taken to manage or avoid particular crises. The primary objective is to consider whether corporate governance can promote the development of efficient capital markets. Factors that may influence the behavior of management and directors will be considered. 

Securities Regulation and Corporate Finance - David Conklin and Ramandeep Grewal

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.

International Insolvency Law - David Ward and George Kelakos 

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.

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.

Law and Regulation of Banking and Financial Institutions - Prof. Adriana Robertson 

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.

Competition Law - Prof. Anthony Niblett

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.

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.

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.