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.

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).

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 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.