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.

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.

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).

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.

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.

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.

Legal Values: Commercializing IP

Navigating legal issues is crucial to the commercialization of new technologies. This course will examine the application of substantive intellectual property (IP) law in the context of IP management for in-house lawyers or IP managers within IP-rich organizations. Through case studies and facilitated discussion, students will apply principles central to IP management, including creation, development, protection, and exploitation of intellectual property rights as a business asset. Guest speakers will supplement the course’s examination of key technology specific issues relating to high technology and sciences.
In particular, this course will examine the 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 negotiating related agreements; offensive and defensive IP strategies; assessing competitive IP; negotiating and interpreting IP sensitive contracts; and transactional IP processes.
While students with background in substantive areas are welcome, no prior experience is required. A keen enthusiasm to learn about IP as an asset and participation in the course is encouraged by the instructors.

Securities Regulation

A primary objective of this course is that students obtain a solid grounding in the basic concepts of Ontario securities law, as well as an understanding of the underlying policy objectives that regulators and decision-makers seek to achieve in implementing and interpreting statutory provisions.  Students should also develop some appreciation of how the requirements of securities law shape and influence business transactions and the activities of public issuers, as well as how courts and regulators deploy securities law concepts and policies in resolving disputes.  Participants will also be introduced to a variety of intellectual perspectives that critique or support current precepts of doctrine.  By the end of the course, students should be well positioned to recognize and apply the relevant securities law doctrines and concepts in the context  of examples of business transactions or activities, to understand the various roles that securities lawyers play as advisors to issuers or as litigators of securities law disputes, as well as to analyse the policy goals underlying securities law requirements.  For those students who do not necessarily intend to practice securities law, the expectation is that the course will provide a working knowledge of key aspects of capital markets operation and their governance by law.

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.

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 LSO 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 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.