Corporations II

Course number: LAW 3016

COURSE DESCRIPTION: This course is an advanced study of the law of corporations. It is an elective course for second and third year students. In addition to the study of relevant legislation and cases, practical perspectives will be introduced. Issues involving both privately-held and publicly-held corporations will be examined. The course builds on the basics of corporate law introduced in Corporations I.

PRACTICAL RELEVANCE: Corporations II will be of interest to and relevant for those who are interested in business or in the practice of corporate and commercial law, as well as for those who are interested in civil litigation. It will be of interest to those also studying Securities Law, International Business, Corporate Tax, Commercial Law, The Art of the Deal, Multinational Corporations or Debtors and Creditors.

CREDIT HOURS: 3

COURSE CONTENT: The course will cover the following topics:

  • Corporate structures
  • Stakeholders in corporate governance
  • Duties and liabilities of directors and officers
  • Capitalization of the corporation
    • The role, influence and “activism” of institutional investors
  • The role of securities regulators in corporate governance
    • Insider trading
  • Mergers and Acquisitions
    • Amalgamations
    • Plans of Arrangements
    • Take-over Bids
    • Compulsory and compelled acquisitions
    • Poison Pills
  • Shareholder remedies
    • Derivative actions
    • Oppression remedy
  • Managing the corporation during insolvency
  • Corporate social responsibility
    • Changes in shareholder and stakeholder attitudes toward corporate activity

TEACHING METHOD: The teaching method for the course is predominantly the lecture-style format by the instructor, combined with presentations by guest lecturers/practitioners with expertise on the various topics being covered in the course. The instructor expects that the class sessions will be interactive and that the students will be respectful of the guest presenters. This means that students will be expected to have read the assigned material prior to the class session, be prepared to think critically about it, and comment upon it in class and on the days when a guest presenter is scheduled, students will be expected to be present in class and be prepared to interact with the presenter.

EVALUATION: 100% final open-book examination. Exam will include material based on guest presenters’ presentations.

COURSE MATERIALS:

The required materials for this course are:

  • Corporations Law II Casebook prepared by Professor Evar Oshionebo, available through the MDC (previous year’s edition is acceptable for the course)
  • Fasken Martineau DuMoulin, (2012-2013)* Canada Business Corporations Act & Commentary (available from the University Bookstore prior to the beginning of the course; *the previous year’s edition is acceptable for the course)

The following textbooks are not required materials for the course, but may provide helpful supplementary reading for some students:

  • J. Anthony VanDuzer, The Essentials of Canadian Law – The Law of Partnerships and Corporations, 3rd ed. (Toronto: Irwin Law, 2009);
  • Bruce Welling, Corporate Law in Canada – The Governing Principles, 3rd ed. (London, Ontario: Scribblers Publishing Ltd., 2006);
  • Bruce Welling, Lionel Smith & Leonard Rotman, Canadian Corporate Law: Cases, Notes & Materials, 4th ed. (Toronto: Butterworths Canada Ltd., 2010)

INSTRUCTOR:

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