This seminar focuses, at an advanced level, on contemporary debates in corporate governance, particularly in light of recent North American and international developments. Particular attention is paid to how these developments are situated both within theories of corporate governance and within the history of the development of corporate governance laws and norms in Canada and internationally. Among the subjects considered are: (1) the purpose and theory of the corporation and a re-evaluation of the divorce of corporate control from ownership; (2) the duties and responsibilities of directors and officers including in the context of family-owned corporations; (3) the role and responsibilities of institutional investors including private equity and hedge funds, and proxy advisory firms; (4) the move from shareholder capitalism towards stakeholder governance and the interests of constituents such as employees, consumers and the environment; (5) ESG issues including diversity on boards, human rights issues in supply chain management and climate change; (6) TRC #92 and economic reconciliation with Indigenous communities; (7) the effect of emerging technologies such as AI and blockchain and cybersecurity issues on corporate governance practices; and (8) comparative corporate governance and ongoing reforms at national and international levels.
Course or Seminar Category: Business Law - Commercial and Contracts
International Investment Law
International law is weak except when it comes to protecting foreign investors, who have been afforded – in thousands of treaties – an exceptionally robust power to bring international claims against countries.
This seminar examines the design of and current developments in international investment law and arbitration, also known as investor-state dispute settlement (ISDS). It would be of interest to students interested in public international law, international arbitration, international business and regulation, the political economy of law and North-South relations, and law and development.
The main focus is on areas of public international law, and to a lesser extent domestic law and policy, governing the regulatory relationship between the state and foreign owners of assets in a country. Particular attention is paid to bilateral investment treaties (e.g. Canada-China FIPA, other BITs) and regional trade agreements (e.g. NAFTA, CETA). The seminar also examines the burgeoning body of arbitration awards under investment treaties. Classically, this area is one of the three branches of international economic law, alongside international monetary law and international trade law.
Potential topics include: policy issues in regulation of foreign investment; background to investment treaties and relevant arbitration treaties; major arbitration institutions and rules; foreign investor protections in the treaties, such as ‘fair and equitable treatment’, ‘full protection and security’, compensation for ‘expropriation’, ‘national treatment’, and ‘most-favoured-nation treatment’; issues of jurisdiction and admissibility of claims in investment arbitration; remedies and state liability; and enforcement of awards.
The aim is to give students a solid grounding in the legal issues, while providing opportunities for discussion and reflection on the law and possible reforms and for the development of skills in analysis; listening, presentation, and discussion, and research and writing. Besides a research paper, students will be asked to take part in such activities as a presentation, a role play, or a debate – all meant to help make our learning interesting.
Taxation Law
Taxation Law is the foundational course in tax. It is one of the highly recommended courses for
students at Osgoode. It is intended for students who find tax issues intriguing or want to develop a stronger understanding of tax. It is also for those who are interested in the many substantive areas of law which invariably intersect with tax.
The course is a survey of the federal income tax system, with a focus on the taxation of individuals. Students will learn about the general framework of the Income Tax Act, come to appreciate the underlying principles and policies of the system, and develop statutory interpretation skills that will serve them well in practice.
Students are expected to prepare for classes by completing the assigned readings and reflecting on them. The amount of readings for the course is modest. Attendance is required.
The main reading material for the course is Li, Magee and Wilkie, Principles of Canadian Income Tax Law (10th edition). Students will have access to an electronic copy of this book. They may also obtain a hard copy from the publisher (Thomson Reuters) or the York University Library.
Taxation of Business Enterprises
Taxation of Business Enterprises examines the federal income tax treatment of Canadian-resident corporations and their shareholders. The course covers the corporate tax rates on different types of income (including the small business deduction and refundable taxes on investment income), the integration system for taxing shareholders (including the tax treatment of dividends and other corporate distributions), the concept of paid-up capital and the anti-surplus stripping rules, tax-deferred transfers of property to a corporation, and corporate reorganization provisions (including share-for-share exchanges, share conversions, capital reorganizations, amalgamations and liquidations).
The course explores the tax policy choices influencing Canada’s corporate income tax system, and encourages an understanding of complex statutory provisions through an appreciation of the underlying policy rationales. The instructor will use examples from his tax practice experience to illustrate how Canada’s corporate tax rules actually apply in real-world circumstances. This will inform an exploration of ways in which the corporate tax system might be improved and reformed. The course is intended to provide students pursuing business law careers with a practical understanding of foundational corporate tax principles, and is essential preparation for students pursuing further studies in taxation law.
Comparative Law: Regional Economic Integration in Africa
Africa’s regional economic communities (RECs) have grown exponentially in the last few decades. These RECs include the East African Community, the Economic Community of West African States, and the Common Market for Eastern and Southern Africa. This course examines the legal framework within which regional economic integration is pursued in Africa through the RECs. Particular emphasis will be placed on the evolution of multiple RECs in Africa and the complex conflict of laws and jurisdictional questions they raise; decision-making and law-making within the RECs; the relationship between the laws of the regional economic communities and those of the member states; the jurisdiction and jurisprudence of the courts of the RECs and the enforcement of their judgments; the role of individuals and civil society within the RECs; and the African Continental Free Trade Agreement, which is now being implemented to create the African Continental Free Trade Area. Students will develop competence and facility over several treatises on African regional integration. Students will sharpen their analytical, reasoning and critical reading skills.
Legal Drafting
This course is designed to help students develop practical skills in drafting clear and effective legal documents. The focus will be on the form and substance of formal agreements supporting corporate and commercial transactions as well as certain dispute resolution scenarios. Students will work with document precedents, review, draft, revise, and discuss various legal documents. The work will include class discussions and take home assignments.
Patents
This course deals with the law of patents in Canada. Patent law is one of the main headings of intellectual property law (along with copyrights and trademarks); trade secrets arise from a combination of contracts, equity and property law. The regime of patents protects inventions by granting inventors a limited monopoly of twenty years in exchange for disclosing the invention to society. The essential justification of the patent system is that it enables and rewards innovation. Arguments may also be made that patents afford a secure means by which inventions may be put to commercial use by investors. The course will examine the statutory basis of patent law in Canada, the judicial construction and interpretation of both primary and subsidiary regulations of Canadian patent law. The course will also locate developments in Canadian patent law in the context of international and regional transformations in the field. In this context, the course will explore contemporary controversies over the expansion of patent rights in biotechnology (from patenting mousetraps to patenting mice), and the shift from copyright protection to patent protection for computer programs. It is expected that at the end course, students would have a solid understanding of Canadian patent law as well as how international developments shape and influence Canadian patent law.
Real Estate Transactions
This course will use the standard Ontario Agreement of Purchase and Sale as a baseline to examine the leading academic issues and legal questions regarding real estate transactions in Ontario. We will focus on understanding how a real estate transaction works, the rights and obligations of the buyer and the seller of real estate, and the roles and obligations of the professionals involved in these transactions: the realtors, lawyers and mortgage brokers.
Restitution
The law of restitution is the third branch – in addition to contract and tort – of the common law of obligations. An understanding of restitutionary doctrine is vitally important for potential litigators and commercial lawyers. Restitutionary issues can, however, arise in virtually every legal area. This course covers a number of topics – such as fiduciary obligation and constructive trust – that feature prominently in contemporary litigation both in commercial matters and in other aspects of private law, including family law.
The course organizes these materials in terms of a unifying theory of unjust enrichment and examines the relationship of restitution with the more familiar doctrines of tort, contract and property law. In so doing, the course fills in a number of gaps left by the first year contracts course and offers the student an overview of the entire field of civil liability.
Placing particular emphasis on Canadian materials which adopt the unjust enrichment theory, the course examines the more common instances of restitutionary recovery, benefits conferred under mistake, fraud or compulsion, in circumstances of necessity, or under transactions that are ineffective for such reasons as informality, incapacity, illegality, mistake, undue influence, unconscionability, frustration or breach. As well, consideration is given to the recovery of benefits acquired through wrongdoing whether criminal, tortious or in breach of a fiduciary duty.
Securities Regulation
A primary objective of this course is for students to obtain a solid grounding in the basic concepts of Ontario securities law, as well as an understanding of the underlying policy objectives of regulators and decision-makers in implementing and interpreting statutory provisions. Students should also develop knowledge of how securities law influences business transactions and the activities of public issuers, as well as how courts and regulators use securities law concepts and policies in resolving and hearing disputes. Students will be presented with practical knowledge of securities law doctrines and concepts, and attempt to understand the roles that securities lawyers play as advisors to issuers, registrants, investment funds, and derivatives dealers and users. For those students who do not intend to practice securities law, the expectation is that the course will provide a working knowledge of key aspects of the capital markets and the governance frameworks for these markets.