Taxation of Corporate Transactions

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, remunerating owner-managers, and estate freezing. It is perfect for a Praxicum – a seminar combining theory, practice and reflection. Experienced and thoughtful practitioners will lead and participate in some discussions. It is taught with Mr. Nicholas McIsaac.

By focusing on the application of the General Anti-avoidance Rule (GAAR), this seminar supplement and enhance students’ learning of tax law materials in other courses in the JD program.

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 ideally have taken Taxation Law or are taking that course concurrently. 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.

It is very likely that the seminar will be taught on Zoom. Students are required to participate as if it is an in-person seminar.  

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 regulatory initiatives introduced in light of the credit crisis in 2007-2008; the effects of the Sarbanes-Oxley reforms of 2002, and concerns about the continuing global competitiveness of the U.S. securities markets; the developing role of shareholder activism; and trends in enforcement and class action litigation. Topics to be covered include the regulation of the public offering process, exemptions from public offering requirements; primary and secondary distributions; regulation of the trading markets; on-going disclosure requirements; debates over securities class actions under Section 10(b) and Rule 10b-5 of the ’34 Act; and insider trading. Reading materials will combine theory (law review articles, reports of blue-ribbon commissions) with practice (statutory materials applied to problems distributed in advance).

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.

Beyond Bay St. Starting up a Small or Solo Practice

This seminar critically explores the decisions and challenges which face legal practices in the current changing context. Those interested in starting a practice as a solo practitioner or within a small firm structure face at least some significantly different challenges to those in large law firms with significant support staff and an existing management structure. While some of the challenges are the same (a changing landscape, ethical rules and LSUC as a regulator), many are profoundly different, and even those that are the same affect practices very differently depending on the size/organization of the practice.    

The seminar is designed for upper year students, and will offer preferential access to third year students.  The seminar encourages students to consider their place as professionals serving local communities.  The seminar will include broad engagement with the legal community, including guest lectures and panel discussions.  The seminar will guide students through the questions which need to be answered in setting up and running an ethical, professional small or solo legal practice, and the larger changes which are shaping the landscape in which these practices operate. Through lectures, presentations, discussions, and assignments, students will consider the steps to be taken and choices to be made in creating a legal career as a solo practitioner or within a small firm structure.

Directed Reading: Venture Capital Project

Note: This seminar is by application only and students have been selected for the 2021/2022 academic year. The seminars are scheduled Fall term, Wednesdays 10:30-12:30 and Winter term, Mondays 2:30-4:30.  

This Directed Reading Course builds upon the Osgoode Venture Capital Clinical Project (OVC), which has for five 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, assisting them with such legal tasks such as corporate capital structuring/ restructuring, drafting shareholder and other agreements, developing financing strategies based on varying legal requirements, and other tasks associated with early-stage business ventures. Students will gain experience in drafting a retainer agreement and scope of work, 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. The graded component of the Directed Reading course will involve readings about choices of entity structure, financing start-ups, special issues involved in family firms and social enterprises, and the professional responsibility issues involved in representing both the firm and its principals. The grade for the course – including graded academic related work and ungraded (credit/non-credit) related work for the practical aspects of the program – will all form part of one final letter grade, which will be listed as a Winter grade on each student’s transcript.

Admin. of Civil Justice: Issues in Assessment of Litigation and Regulatory Risk

This seminar is strongly recommended for those considering a career in corporate law or commercial litigation, or as in-house counsel. The seminar is focused on corporate and litigation strategy and management, with an emphasis on class actions.

The course will cover several topics relevant to in-house practice and present some topics from both external and in-house counsel perspective. The course is focused on the role of lawyers as business advisors, who use legal tools to advance business objectives.  Particular attention will be paid to litigation and regulatory risks faced by businesses.

The seminar will provide students with practical tools to advise business leaders on financial services and investments, class action risks, and strategic initiatives. Participants will review case studies based on recent corporate dealings and court cases. Students will gain insight into the plaintiff counsel’s perspective in the class actions context.

Practicing professionals, typically including some of Canada’s leading securities litigators, in-house corporate counsel, criminal counsel, judges, regulators, and journalists, will address the students as guest speakers. They will discuss analytical tools available to assess the various courses of action available to businesses when faced with bet-the-firm litigation.

The risks examined in the course will include court challenges and regulatory proceedings commenced under the Securities Act (Ontario), Companies Creditors Arrangement Act, Competition Act, Investment Canada Act, Broadcasting Act, Telecommunications Act, Proceeds of Crime (Money Laundering) and Terrorist Financing Act, Canada’s Anti-Spam Legislation, Pension Benefits Act, and class action legislation.

This seminar constitutes a Praxicum including an emphasis on the lawyer’s relationship with clients, communications by corporate counsel to in-house clients, and hands-on client presentations. The paper required paper will satisfy the Upper Year Research and Writing Requirement.

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; special/internal investigations; 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.

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.

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, 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 bring to the classroom numerous examples from his tax practice  experience to illustrate how Canada’s corporate tax rules apply in real-world circumstances. 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.

Intellectual Property

This course will provide students a unique opportunity to canvass and understand all areas of IP: copyright, trade-marks, patents, and other important areas such as industrial designs and confidential information, along with closely associated and emerging areas such as privacy. As this course is meant to provide a taster to all of the areas of IP, students wishing to specialize in IP are also open to take more specialized courses in Copyright, Patents, and Trade-marks, as well as the other courses and seminars available in this area. There are no pre-requisites for this course and this course is not a pre-requisite for any of the other IP courses.

The primary goal of this course is to understand the core law and policy of the various IP areas, with an analysis of the jurisprudence and legislation in these areas. Students will analyze IP issues that are currently challenging courts, policy makers and various stakeholder practices in Canada and internationally. As these transformative issues are dynamic and taking place in real time, the course topics may necessarily change from year to year.  Topics for this year will include digital publishing & digital content platforms in broadcasting, counterfeiting, cybersecurity, copyright reform and collective administration reform, disruptive technologies, commercializing intellectual property and Canada’s innovation agenda.

The course will also provide students with a basic understanding of the justificatory and regulatory framework to the IP system, the often overlooked interplay (and overlaps) between the various areas of IP and IP’s relationship to other core areas of the law. While Canada will be the main focus, students will be exposed to the international dimensions of IP and will learn about comparative approaches where relevant.

By the end of the course, students should have:
· gained a basic understanding of the various areas of IP through a doctrinal analysis of the jurisprudence, legislation and current developments.
· demonstrated analytical and critical thinking and writing skills in relation to IP.
· developed a refined interdisciplinary understanding of IP (with respect to its interrelated core areas and with other areas of the law).
· understood IP within a domestic, comparative and international context.
· applied IP policy, theory and objectives to practice in the context of the jurisprudence, legislation and current developments.