This seminar focuses on selected types of transactions typically undertaken by corporations that have significant tax implications or are motivated by tax considerations. These transactions include corporate financing, reorganizations and purchase and sale transactions. These will be a seminar combining theory, practice and reflection.
Experienced and thoughtful practitioners will lead and participate in some discussions.
Expectations of students are similar to those of junior associates at a law firm or Department of Justice (DOJ): learning the materials with guidance and supervision; applying the knowledge gained from the readings for a specific purpose, e.g., identifying their “practical” implications for a client (a taxpayer or the CRA in the case of DOJ); critically reflecting upon the practical application in the context of the overall system design, purposes, and theoretical underpinnings of the Income Tax Act; and presenting the learning outcomes orally in class or writing (in the form of a memorandum).
To take this seminar, students should have taken Taxation Law and should be prepared to work in groups. Relevant corporate tax materials will be covered in this seminar so that students who have not taken the corporate tax course would be able to fully participate in the learning process. A detailed course outline and written guidance for each module of the class will be provided in advance.
Course or Seminar Category: Business Law - Commercial and Contracts
U.S. Securities Regulation in Comparative Perspective
This seminar will provide an overview of U.S. securities regulation, with the goal of developing students’ understanding of the regulation of the U.S. capital markets from both a doctrinal and policy perspective, and understanding differences and similarities with Canadian market regulation and their respective regulatory structures and approaches.
Particular emphasis will be put on current regulatory issues, such as enforcement approaches, perspectives and initiatives and the relationship between securities law and corporate law. The Sarbanes-Oxley reforms of 2002; regulators’ responses to, and regulatory initiatives introduced in light of, the credit crisis in 2007-2008; concerns about the continuing global competitiveness of the U.S. securities markets; as well as the theme of increasing international cooperation and coordination in regulatory policy making will also be explored.
Topics to be covered include a history of American securities regulation; principles of materiality and on-going disclosure; the regulation of the public offering process; the prospectus system and exemptions from public offering requirements; mergers and acquisitions; the increasing role of shareholder activism, proxy battles and governance oversight; key players in the American enforcement environment; insider trading, manipulation and foreign corruption; debates over securities class actions under Section 10(b) and Rule 10b-5 of the ’34 Act; ESG disclosure issues; new and emerging issues, such as cryptocurrency and the role of public markets; and international cooperation and derivatives. Reading materials will combine theory (law review articles, reports of blue-ribbon commissions) with practice (statutory materials applied to problems distributed in advance).
Land Dev. & Commer. Real Estate Proble
The seminar deals with a broad range of subject matter within the context of land development and commercial real estate. Its focus is on developing problem-solving techniques to deal with the issues raised by the subject matter. The areas covered by the seminar include planning and land use control issues related to subdivisions and urban developments, commercial real estate including a discussion of various business entities used in real estate transactions such as limited partnerships, joint ventures and co-tenancies; current problems respecting condominiums; a discussion of institutional and secondary financing, consideration of ground leasing techniques; mixed use developments, public-private partnerships and commercial leases, and the negotiation of agreements of purchase and sale.
Legal Values: Commercializing IP
Legal issues are crucial to the commercialization of new technologies. This course will focus on issues related to the creation, development, protection and exploitation of intellectual property rights as a business asset for both high-growth start-ups and established businesses. We will examine the entire process of creating, capturing, protecting, leveraging and transferring technology and ideas, including internal strategies designed to create a culture of innovation; deciding whether, what, where, and how to obtain IP registrations and the related economics; the development of a commercialization strategy (such as selecting the target market and application for the idea) and business model; drafting and negotiation of related agreements; offensive and defensive IP strategies; assessing competitive IP; negotiating and interpreting IP sensitive contracts ; transactional IP processes, with discussion on emerging markets; and key technology specific legal issues relating to software, digital communications and data processing, mobile devices and social media, financial services and life sciences. The course will also address the financing options available to the high-growth start-up, including crowd-sourcing and other modern financing techniques, as well as a general overview of pertinent tax ad structural topics. Media coverage of current developments and case studies will be introduced to enrich class discussions. Guest speakers will include leading experts in the field. While students with some background in substantive areas are welcome, no prior experience in these areas is required. Of course it goes without saying that a keen enthusiasm to learn about IP issues and participation in the course are encouraged by the instructors. All IP Osgoode Innovation Clinic students are required to enrol in this course.
Directed Reading: Venture Capital Project
This Directed Reading Course builds upon the Osgoode Venture Capital Clinical Project (OVC), which has for over eight years provided legal services to early stage entrepreneurial ventures in the financing and equity structuring stages of growth.
Osgoode students will work as Caseworkers directly with lawyers from Wildeboer Dellelce LLP, and the entrepreneurs or executives associated with the early-stage business ventures supported by the OCV. Students will gain valuable experience in drafting a retainer and scope of work agreement, client communications, client consultations, drafting legal agreements, corporate finance, employment matters, technology, and operational matters.
There will also be two training sessions conducted by Wildeboer lawyers at their offices downtown, one on best practices in client representation and communication; and the other on the substantive elements of typical representation of early stage companies. Osgoode students will not be providing legal advice.
Entertainment & Sports Law
This seminar course comprises two components:
1. Entertainment Law
The entertainment law portion of the seminar will focus on matters of essential concern to persons in the entertainment industry and their legal advisors. Upstream, we will examine chain-of-title to underlying rights, acquisition of primary, format and subsidiary rights, and perfecting rights from technical and creative personnel, including copyright and other legal considerations. A discussion of personal service contracts will include an examination of the basic terms and types of agreements between service providers and their engagers. Downstream, we will examine distribution and other exploitation of entertainment properties, and the use of incentives as an instrument of government policy in the development of both an indigenous and non-indigenous entertainment sector in Canada. We will also review business modelling, financing and related legal considerations in film and television, music recordation and publishing, the literary arts, and in theatre and live performance, including tax implications, international treaties, government regulation and the sources and vehicles of financing.
2. Sports Law
In the sports law portion of the seminar, we will examine the legal relationship between the athlete and his or her engager, including the concept of the standard player contract and individual and collective bargaining/negotiation versus traditional legal concepts of conduct that is otherwise anti-competitive or in restraint of trade. We will also consider the phenomenon of the “problem athlete”, including the imposition of discipline both at the team employer and league level, and related judicial review. Lastly, we will examine interference with contractual and economic relationships between athlete and engager, including the concepts of inducing breach of contract and tampering in the sports context.
Joint JD/MBA Seminar
The principal objective of this special seminar is to integrate the law and business aspects of the Joint JD/MBA Program. To achieve this objective, we will speak with legal and business professionals who have built remarkable and remarkably diverse careers at the intersection of law and business. Each seminar will offer an opportunity to discuss a particular topic in law or business as well as probe the career journey of a successful business/law leader.
Comparative Law: International Tax in a Web 3.0 World
Web3 technologies such as Blockchain, Smart Contracts and the Metaverse have created a new frontier for legal professionals. In particular, grappling with issues relating to conflict of laws and choice of jurisdiction have become a challenge for almost every area of law, including but not limited to: commercial law, securities, criminal law, anti-money laundering, estates and many others. Given the interactions and transactions between individuals and businesses facilitated by Web3 technologies in various jurisdictions worldwide, the issue of tax liability is often described as a “gray area” because of the confusion it causes with respect to income tax, excise tax and estates tax.
Knowing the landscape makes this perceived gray area disappear.
Various levels of government cooperation have resulted in attempts to ameliorate the ambiguities created by the various transactions which occur as a result of “borderless” technologies. International organizations such as the Organization for Economic Cooperation and Development, regional governmental organizations such as the European Union, as well as bilateral tax treaties and information exchange agreements have created a patchwork of legislation which causes ambiguity with respect to how, when and which tax rules are applied.
This course will explore the various rules and principles which govern the borderless world in which we now live, using various primary and secondary sources, case studies and expert guest speakers from jurisdictions outside of Canada. The students will be evaluated on group projects, discussions and a final research paper.
Group projects will be focused on particular issues, fact patterns and case scenarios, while discussions will explore hypothetical and factual international tax matters which are currently at issue or which could potentially occur in the future.
The majority of the course will be held in person on campus; however, one to two classes may be held in a Metaverse virtual environment. No irregular or complicated technologies, like headsets, will be required to attend these courses aside from a computer with internet access.
Legal Values: Commercializing IP
Legal issues are crucial to the commercialization of new technologies. This course will focus on issues related to the creation, development, protection and exploitation of intellectual property rights as a business asset for both high-growth start-ups and established businesses. We will examine the entire process of creating, capturing, protecting, leveraging and transferring technology and ideas, including internal strategies designed to create a culture of innovation; deciding whether, what, where, and how to obtain IP registrations and the related economics; the development of a commercialization strategy (such as selecting the target market and application for the idea) and business model; drafting and negotiation of related agreements; offensive and defensive IP strategies; assessing competitive IP; negotiating and interpreting IP sensitive contracts ; transactional IP processes, with discussion on emerging markets; and key technology specific legal issues relating to software, digital communications and data processing, mobile devices and social media, financial services and life sciences. The course will also address the financing options available to the high-growth start-up, including crowd-sourcing and other modern financing techniques, as well as a general overview of pertinent tax ad structural topics. Media coverage of current developments and case studies will be introduced to enrich class discussions. Guest speakers will include leading experts in the field. While students with some background in substantive areas are welcome, no prior experience in these areas is required. Of course it goes without saying that a keen enthusiasm to learn about IP issues and participation in the course are encouraged by the instructors. All IP Osgoode Innovation Clinic students are required to enrol in this course.
Legal Values: Litigating IP Cases
The seminar surveys the process of intellectual property litigation in Canada and gives students an opportunity to acquire and apply practical skills and judgment litigating intellectual property (e.g. copyrights, patents, industrial designs, and trademarks). While the litigation experience is applicable to all Canadian jurisdictions, the focus of this Court is on the Federal Courts, where most such cases are litigated. Evidence (e.g. fact evidence and expert evidence), motions (e.g. pleadings motions and motions for bifurcation), and remedies (e.g. damages, accounting of profits, and injunctive relief), are considered. Students will be exposed to all stages of a case from the perspective of the party suing and the party being sued: advising the client, preparing pleadings, briefing witnesses, discovery, drafting written arguments, and judgment writing. The seminar culminates in preparing for and participating in a moot.