Tax Lawyering

The purpose of the seminar is to step back from the substantive context of tax law to examine the procedures and skills involved in working as a tax lawyer in various settings, whether in tax planning or tax controversy. It is structured around topics that are central to the practice of tax and focuses on the progression of a tax dispute from the planning stages through to litigation. It reviews key features of the audit, assessment, and appeals processes, with an emphasis on early resolution. Through the use of a case study, students will also learn about the basic structure of a tax appeal and gain familiarity with the procedures for litigating the appeal, from the perspective of the Crown and the taxpayer.

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).

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.

International Dispute Resolution: International Commercial Arbitration

This seminar will introduce participants to the resolution of international disputes through arbitration, and in particular, the key stages of an international arbitration, including the drafting of arbitration clauses, constitution of the tribunal, managing the arbitral procedure, evidentiary hearings, and finally, the set aside and enforcement of awards. In addition, the seminar will provide particular instruction on key features of international commercial arbitration, including arbitral institutions, investor-state arbitration, and various procedural rules.

Special emphasis is placed on the practical management of complex international arbitral proceedings by counsel. In this regard, the seminar will include particular instruction on client management, maximizing costs and efficiency, arbitrator selection, key advocacy skills, and ethical challenges that can arise in the context of international commercial arbitration.

By the end of the seminar, students should be comfortable with the key legal concepts underpinning the arbitral process and considerations structuring and managing an effective arbitral process.

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 JD and/or MBA graduates 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.

Corporate Governance

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; (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.

Advanced Commercial Litigation Workshop

This course will introduce students to the commercial litigation process, including the Commercial List branch of the Ontario Superior Court. The course will revolve around a fact pattern and will progress from the first meeting with the client to the hearing before a judge. Students will engage in both oral and written advocacy exercises over the course of the semester.
Substantive topics that will be covered include: oppression and derivative actions; interlocutory, special and permanent injunctions; working with and cross-examining experts; case management, settlement and ADR. Throughout the course, students will be directed towards the relevant Rules of Civil Procedure and other applicable statutes and practice directions. Practical and strategic theories and considerations that will be addressed include: the client relationship; court filings and documents; commencing an action or application; engaging and instructing experts; cross-examination techniques; commercial litigation factums; oral advocacy and presentation;
strategic settlement considerations and more.
By the end of the course, students should be able to demonstrate: a basic understanding of common commercial proceedings; an ability to communicate effectively with clients; understand the importance of and develop oral and written advocacy skills in the context of pleadings, motions and cross-examinations; an understanding of strategic and practical considerations in various stages of the commercial litigation process, including settlement; and an understanding of ethical considerations in pursuing or resolving litigation, including the Rules of Professional Conduct.

Law, Society & State: Charities & Not-for-profit

This seminar explores the legal treatment of charitable and not-for-profit organizations. Charities and not-for-profits are the organizational forms through which social impact is pursued outside (and sometimes alongside) of government, politics and the marketplace of exchange. Charity in the legal sense means the private pursuit of public benefit. It includes such diverse things as
poverty relief, human rights, education, religion, scholarships, environmental protection, animal welfare, the arts, health care and many other pursuits of public benefit. Charity law supplies the legal infrastructure through which such pursuits are voluntarily carried out by private actors. The seminar will explore how the law defines, regulates and promotes charity. It will also explore the justifications for the liberal state’s choice to incentivize and promote through charitable status certain conceptions of the good but not others.

Law, Society & State: Derivatives Law & Crypto Contracts

Introduction course – Derivatives products have exploded in the last 30 years from being used for important risk hedging in the institutional sector to large speculative trading.  We are now seeing a similar explosion of activity for retail investors particularly in the crypto trading area.
 
This is a two hour weekly seminar that provides a history of the development of derivatives,  and overview and explanation of derivatives and derivatives regulation in Canada and internationally, including crypto assets and the regulation of crypto trading, from the perspective of a regulator. We will review the Ontario Securities Act, regulations and policies, as it relates to derivatives and also look at futures oversight under the Commodity Futures Act and have an in-depth discussion of the post financial meltdown derivatives regulatory reform.  We will also provide an introduction to documentation of OTC derivatives.
 
We will examine blockchain technology and how it is used in crypto contracts and currencies, Defi, NFT’s, stablecoins, and staking. We will review the developing oversight regimes for these products and participants in Canada and internationally.  We will discuss the gaps in regulation in this area and look at the Canadian Quadriga and the FTX collapse examples to assess the risks involved in trading in these markets and the role of regulation to prevent further investor losses.
   
In a fast developing new area of the law this will provide students an up to date discussion that will be adjusted through the course to accommodate new developments, particularly as it relates to the oversight of the crypto markets.  We will also ask questions regarding these new volatile markets like: Is there anything underlying these assets?  Is this the present day version of tulip mania? Will crypto currencies be around for decades or will they be short term speculative investments that benefit some to the detriment of many?  Or are they the future that will replace sovereign currencies and provide cheaper sources of payment that will remove the costs associated with financial intermediation from Banks?  Who should invest in these products?  Who shouldn’t?
The goal is to have students leave the course with a solid grounding in derivatives and crypto trading and the related areas of law.  We will use a multi media approach using a variety of related printed and online materials.  There will also be expert guest lecturers for some of these topics.

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.