Real Estate Transactions

Real estate represents the single greatest source of wealth for Canadians and Canadian businesses.  It is complex with long standing historical roots. We will examine the agreement of purchase and sale which is the foundation of every real estate transaction, when is it enforceable, what should be in it, how it should be drafted and why, when to use conditions, promises or representations, how it is completed and what remedies are available for its breach.  Other issues which will be examined include the land registration system, real estate agents duties, mortgages and other security, mortgage remedies, title insurance, Planning Act, fraud and solicitor’s opinions.

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.

Bankruptcy & Insolvency Law

Covid 19, supply chain challenges, war in Ukraine, inflation- the world is facing uncertain and challenging times. These challenges will effect financial stability of Canadian businesses and individuals. Some, no doubt, will become insolvent.How do we address the societal and practical consequences of these insolvencies?  

Bankruptcy and insolvency laws provide a framework for restructuring or liquidating insolvent businesses or rehabilitating insolvent individuals.

This course will take a practical approach to reviewing the principal insolvency and restructuring regimes in Canadian law – bankruptcies, receiverships and restructuring under the Companies’ Creditors Arrangement Act or the proposal provisions of the Bankruptcy and Insolvency Act.  In addition to learning the substantive and procedural rules with respect to each regime, we will consider the practical implications of insolvencies with respect to various stakeholders such a workers, retirees, pensioners, landlords and governments.

This course combines an analysis of the relevant statutory material and case law with an understanding of the policy choices in insolvencies, as well as the different roles which an insolvency system may play in contemporary society.

Business Associations

This course provides an introduction to the laws governing the predominant forms of business organization in Canada including sole proprietorships, partnerships, limited partnerships, limited liability partnerships and corporations.  The focus of the course will be on business 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

Following a brief examination of sole proprietorships and partnerships, the course will examine the corporate form of association, with particular reference to the Canada Business Corporations Act. The course will emphasize such matters as: the corporation as a distinct entity from its shareholders, the creation and organization of the corporation, shareholders’ rights and roles, management and control of management within the corporation, capital structures, corporate governance, the purpose of the corporation, stakeholder theory,  corporate social responsibility and ESG; and the enforcement of corporate duties through the oppression remedy, shareholder derivative actions and other remedies.

Commercial Law

This course is devoted to an examination of the principles and policies that govern the law of secured transactions in personal property. It consists primarily of a detailed analysis of Ontario’s Personal Property Security Act (OPPSA). Coverage also includes a brief introduction to insolvency law and the proprietary aspects of sale of goods law.

In general, topics such as the following will be covered:

• the nature and function of security;
• the scope and application of the OPPSA;
• the validity of security agreements and the rights of the secured party and debtor as against each other;
• the policy and function of registration;
• the rights of the secured party as against third parties – the general priority rules;
• specific priority rules;
• rights on transfers of collateral; rights to proceeds;
• default and enforcement;
• conflict of laws issues.
The course will be taught in two segments each week. On Wednesdays, there will be a one-hour class from 11:30 to 12:20; this is a change from 10:30-12:20 in the original schedule. This Wednesday class may alternate between being done remotely and in person. For weeks when the Wednesday is done remotely, the classroom is available for students to connect to the class using their laptops, if they are not following the class from home; headphones will be needed. On Fridays, there will be a three-hour class from 9:30-12:20, in person; this is a change from 10:30-12:30 in the original schedule.

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.

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.
 Note: The instructor of this course/ seminar has indicated a preference or willingness to conduct optional in-person meetings for students. All in-person meetings will be optional for students until the general return to in-person instruction that is expected for the winter 2022 term. Any in-person meetings in the fall 2021 term that cover examinable course content will be accompanied by a remote participation option, such as a separate remote class, live dual delivery, and/ or a recording of the class, at the instructor’s discretion. More information will follow from the instructor after students have enrolled; please also note that there is no guarantee of in-person instruction in any course or seminar.

Real Estate Transactions

The purpose of this course is to review and analyze the legal, ethical and practical issues in commercial and residential transactions respecting real property. Problems and remedies related to real estate transactions, including those involving real estate brokers and agents, sellers and buyers, mortgagors and mortgagees will be examined. Focus will be on the foundational areas of real estate law and their sources, including cases and statutes.

Law & Social Change: The Rise of Environmental, Social & Governance Expectations in Business

Society faces complex global challenges—climate change and environmental degradation, social and financial inequality, digital and data security concerns.  More than ever before, business is being called upon by multiple stakeholders to be part of the solution to these challenges.  The rise of stakeholder capitalism including heightened ESG (Environmental, Social and Governance) expectations is one of the most profound changes for business and its legal construct that has occurred in decades. Whether business strategy has an opportunity to contribute meaningfully to societal solutions depends in large part on the legal, policy and regulatory framework that is constructed.  
 
In this course, we will examine the evolving legal construct of stakeholder capitalism and develop an understanding of the components of ESG: the E (Environmental); the S (Social); and the G (Governance).  We will look in turn at the major legal issues and opportunities that come from these potentially profound changes to business including:
 
-measurement, disclosure and transparency of corporations,
-the advent of ESG products,
-legal and reputational risk management by major brands,
-burgeoning litigation claims,
-the role of and levers of policy makers, NGOs and regulators both at home and globally, and
-the expectations of multiple stakeholders including employees, consumers, shareholders and the community including Indigenous communities.
 
To do so, we will invite business and practitioner speakers to supplement the readings and legal teaching with the practical insights of those “on the ground” in this fast-developing space.
 
There is no doubt that the rise of ESG is changing the needed toolkit of lawyers across multiple disciplines and creating new legal fields and innovative areas of expertise.  Combining legal theory with exposure to practical application, the course will assist students to develop the necessary tools to advise on legal issues involving ESG and to prepare for the new career opportunities that are arising.