Course or Seminar Category: Business Law - Commercial and Contracts

Regulation Of Competition

Competition is good. In most industrialized countries, including Canada, this belief in the value of competition – that consumer and businesses prosper in a competitive and innovative marketplace – is a backbone of domestic and global economic policy. This belief is also the underpinning for the creation and enforcement of global and domestic competition/antitrust laws, including Canada’s Competition Act.  The Competition Act seeks to maintain and encourage competition in Canada, primarily through public and private enforcement. Competition law, enforcement and policy feature prominently in political debate and in the press, particular due to concentration concerns and the vigorous enforcement of competition laws. This course aims to provide students with a basic understanding of competition law, enforcement and policy and the analytical tools necessary to assess (1) the impact of such on a firm’s behaviour and consumer well-being, and (2) how law can be applied to a firm’s business conduct.  Key topics considered in detail in this course are:  (1) all aspects of Canada’s Competition Act, including its reviewable practices and criminal offences; (2) the respective roles, investigative powers and decision making powers of the Canadian Competition Bureau, the Commissioner of Competition, the Public Prosecution Service of Canada, the Competition Tribunal and the Courts; (3) mergers; (4) collusion among competitors; (5) abuse of dominance or monopolization; (6) deceptive marketing practices; and (7) private enforcement.
 
Why take this course?

Individuals and firms, both small and large, require advice to ensure their conduct does not violate the criminal and civil provisions of competition law, is in compliance with all regulatory requirements, and does not result in exposure to civil suits by competitors, customers and suppliers. As a result, a basic knowledge of competition law is useful to anyone whose practice will have commercial aspects.  Practitioners whose work may benefit from some knowledge of competition law include:  

· Corporate and commercial practitioners (whether in a transactional or litigation practice) regardless of size of firm;
· Plaintiffs’ side lawyers (including tort lawyers);
· Criminal defence lawyers;
· Intellectual property lawyers;
· Lawyers who advise clients in industries subject to regulation;
· In-house lawyers who counsel business people about the legality of business plans and communications in the regular course of business; and  
· Government lawyers.

Securities Regulation

This is a four hour course in which we will deliver an overview of securities regulation in Canada from a practitioner’s perspective. We will review the Ontario Securities Act, regulations and policies, and will reference certain securities laws in other jurisdictions as well. We will study certain key securities regulatory concepts and how they intersect with today’s corporate finance markets. Our review will include: the meaning of terms such as “security”, “trade” and “distribution”; primary and secondary distribution of securities; prospectus offerings; private placement exemptions and resale rules; regulation of the trading markets including various stock exchange rules; capital pool companies and SPACs; continuous and timely disclosure; takeover bid legislation; mergers and acquisitions; primary and secondary market civil liability; and regulatory enforcement issues. Our goal is to have our students leave the course with a solid grounding in Canadian securities law as well as a good understanding of how these laws impact corporate finance in Canada.

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 language, structure and organization of documents that create and support legal relationships such as formal contracts, letter agreements and licenses. Students review, analyze, prepare, present, and discuss various legal documents in corporate/commercial law and other substantive law areas. Students will work on selecting and adapting document precedents. The work will include class discussions and take-home assignments.

Insurance Law

Are personal injury lawyers ambulance chasers?  Are insurance companies only interested in denying claims and generating profits for their shareholders?  There are many misconceptions about the insurance industry despite the important role that insurance law plays in regulating so many areas of our lives.  Through this course, students will achieve a better understanding of the role that an insurance law lawyer plays in advancing and defending claims arising out of a motor vehicle collision, a slip and fall accident, or a long term disability claim.  Through a case study approach, student simulations and by attending litigation events involving real litigants, students will experience first-hand the application of insurance law and procedure. This will also involve an analysis of the Rules of Civil Procedure, the Rules of the Licence Appeal Tribunal (LAT) and case law generated by the Financial Services Commission of Ontario, the License Appeal Tribunal and multiple levels of the Superior Court of Justice.  

Students are required to participate in one of the following insurance litigation events throughout the term: an examination for discovery, a mediation session, a LAT case conference, a LAT Hearing, a pre-trial hearing and a day of trial.    The course instructor will facilitate this process.  Students will be required to prepare a paper of 5 pages at the end of their real world litigation experience.

International Business Transactions

Course will cover the payment and financing of international business transactions with particular attention to the sale of goods. With various degrees of emphasis, coverage will consist of:

● Brief introduction to basic conflict of laws rules governing international commercial transactions
● Introduction to international commercial banking (deposit taking, bank and customer relationship, foreign currency and cross-border payment obligations and bank deposits; correspondent banking; foreign currency risks);
● International payments by wire;
● Principal aspects of the law governing documentary sales in international trade: delivery, passage of property and risk);
● From paper to Electronic and functional equivalence of electronic documents.
● Selected aspect pertaining to negotiable instruments as payment and credit instruments in international trade; and
● Payment and financing international trade transactions: documentary collections and letters of credit (and related banking instruments).

Course is appropriate to both second and third year students—there are neither prerequisites nor co-requisites.
 
While the focus of the course is payment and financing of international trade, this may be the only course offered on the JD level introducing students to the foundations of banking law needed for both domestic and international business transactions. It may also be the only course introducing students to transport documents (such as bills of lading) and their use in international transactions as well as the law that governs international transactions.

At the instructor’s discretion final mark may be adjusted by half a mark (or in extreme cases full mark) that may be taken away or added for class participation (including attendance — as well as leading class discussion as assigned in advance). Classes will be recorded ‐ per the usual policy of the Law School.

International Commercial Arbitration

As the preferred means of resolving international commercial disputes, arbitration embodies the pursuit of excellence in dispute resolution. This new course examines the theory and practice of international commercial arbitration from its foundation in the New York Convention and the parties’ agreement to the way that procedural fairness is achieved across the legal traditions. It considers the arbitral process from delivery of the notice of arbitration through constitution of the tribunal and design of the arbitral process on to the hearing, the award and recourse against it. Through a combination of lectures and discussions, guest presentations, and exercises based on mock scenarios, students will gain insight into a growing area of practice in Canada that is critical to the functioning of the world economy.

Business Associations

This course provides an introduction to the laws governing the predominant forms of business organization in Canada including sole proprietorships, partnerships,  and corporations.  The focus of the course will be on corporations.  The course will cover topics such as: the creation and organization of the corporation, the corporation as a distinct entity from its shareholders, pre-incorporation contracts, corporate capital structures, directors’ and officers’ duties, and shareholders’ rights and remedies.  This course will also examine theoretical perspectives of corporations and discuss contemporary corporate governance and corporate social responsibility issues as well. The above information is provided for course registration purposes only and is subject to change at any time.

Business Associations

This course introduces the laws governing various forms of business associations in Canada. The course will cover sole proprietorships, general partnerships, limited partnerships, limited liability partnerships, franchises with a particular focus on business corporations. The course will canvass such topics as:

·        what are, and when do you use, a sole proprietorship, agency, general partnership, limited partnership, limited liability partnership, professional corporations and franchises;
·        the creation, organization and powers of the corporation;
·        the capital structure and activities of the corporation;
·        the management and control of the corporation;
·        shareholder rights;
·        the duties and responsibilities of shareholders, directors and officers;
·        shareholder derivative actions and other remedies;
·        introduction to corporate transactions;
·        the liquidation and dissolution of the corporation; and
·        Elements of Foreign Direct Investment (if time allows).

Commercial Law

This course focuses on secured credit in lending, wholesale and retail sales transactions and touches upon related areas. Coverage includes a brief introduction to the law of sale of goods, insolvency, suretyships, and selected aspects of the law that govern securities transfers, mostly all in the context of secured credit. Most of the course will deal with the financing of commercial and consumer transactions, particularly secured credit under the Ontario Personal Property Security Act. The course will combine statutory interpretation and legal principles as they operate throughout commercial transactions.

Neither a prerequisite nor a co-requisite is required or recommended, and the course is appropriate for students who start their second year at Osgoode. Those who wish to take upper year business law courses are encouraged to take it quite early in their upper year law studies.

Copyright

Covering a broad domain of creative works, this copyright law course deals with the theoretical justifications for the protection of the creative works such as literary, artistic, musical and dramatic works, the criteria for their legal protection, the exclusive economic and moral rights attached to the creative works, authorship/ownership of the works, exploitation of the exclusive rights, enforcement of the rights, and limitations/exceptions to the rights under the Canadian copyright regime. In particular, the subject matters protected under the copyright law such as literary, artistic, dramatic and musical works are central to the knowledge produced and consumed for the purposes of education,  creative innovation, entertainment and several other activities. Given their importance for utilization and dissemination of the creative works in the creative and entertainment industries, the course will also deal with neighbouring rights: the rights of performers, makers of sound recordings and broadcasters.  

Granting authors/owners of the creative works a set of time-bound exclusive statutory rights, the copyright law regime seeks to reward the authors for the their creative efforts and promote public interests through the creation and dissemination of the works to the public at large. In this expanding digital era, the rapid developments of digital technologies including generative artificial intelligence implicate complex, critical and controversial legal and policy questions on the roles of copyright law, theoretical foundations, roles and effective protection of copyright.

Keeping in view the ongoing technological developments such as AI-related works and their implications, the course will thus explore the theoretical frameworks of copyright, its subject matter, criteria for protection, authorship/ownership, exclusive rights, limitations/exceptions, exploitation of the rights (assignment/licenses), and enforcement (infringement and defences) of copyright under Canadian legal regime from national and international perspectives. In so doing, the course will take both national and international perspectives to examine the fundamental public and private interests that underpin the existing copyright system while emphasizing the need to strike an appropriate balance between the interests. Exploring the Copyright Act, cases and relevant international copyright treaties, the course aims to acquaint students with the substantive copyright law, its policy objectives and theoretical justifications, basic principles and doctrines applicable for copyright protection as well as critical and controversial issues related to the justifications, roles and enforcement of copyright law.