Master's in Business Law in a Global Context

Program structure

This course explores several Western legal systems (British, Canadian, French and US): history, sources of law, legal methods, etc. It examines the problems that arise when lawyers trained in one system try to understand the concepts and practices of another system. It examines critically the justification offered for important differences between Civil Law and Common Law tradition, as well as between countries officially belonging to the same tradition.

This course focuses on commercial aspects of common law in British, Canadian and American law. Issues will include contract law and civil liability, products liability and economic torts.

This course examines the fundamental principles as well as the rules governing business organizations in the context of mergers and acquisitions. It also provides a thorough study of corporate governance in an international setting, with particular reference to the United States and Canada. Principal topics include: the concept of corporate governance; the role, duties and powers of directors, managers and shareholders; and the duties of good faith, care and diligence.

This subject covers the concepts of secured transactions and will focus principally on Anglo-American law and international conventions. It will examine the legal incidents of the mortgage, charge, pledge and lien and the legal consequences of this conceptual classification of transactions. It will also consider related topics such as set-off, flawed asset arrangements, retention of title clauses, security over intangible property, various forms of guarantees and letters of comfort, floating charges and fixed charges, priority disputes, etc. This course will also consider the bankruptcy procedure in Anglo-American law and in the international context. Furthermore, a section of the course is focused on taking security in intellectual property and on analyzing a cross-border secured transactions case study.

This course deals with the global issues in intellectual and industrial property that are current and being debated in international fora such as the TRIPS Council of the World Trade Organization (WTO) and the World Intellectual Property Organization (WIPO). The issues that are covered include copyright, the protection of famous trademarks, patents, intellectual property and competition law, the violation of trade secrets and protection of domain names.

The main objective of this course is to explore legal issues raised by information technology, computing and networked environments. Topics include the legal sources of electronic commerce, electronic contracts, electronic publicity, privacy law, consumer law, intellectual property and dispute settlement.

This course examines in depth the regulatory system for securities. This course looks at the different structures and the international coordination to securities and market regulation The following topics will also be studied: the definition of securities and prescribed interests; offerings of securities including prospectuses and liability for misstatements and omissions; market manipulation and insider trading; the regulation of stock exchanges; the licensing of security dealers and investment advisers; and the legal relationship between brokers and their clients, etc. The course will also deal with derivative products and regulatory issues.

This course covers the law that governs international trade as embodied in the World Trade Organization Agreements (WTO). The basic rules and disciplines that underpin the multilateral trading system are examined in the light of the growing jurisprudence generated by the WTO dispute settlement mechanism. The regulation of dumping and subsidies is also addressed through the study of trade remedies. A segment of the course is devoted to regional economic integration and the cohabitation of this expanding phenomenon with the multilateral system, the emphasis being put on the North American Free Trade Agreement (NAFTA).

This course takes a practical look at the technical legal issues and key drafting issues associated with commercial transactions. In doing so, it will discuss and review the general principles of contracts, the contract for the international sale of goods; the contract for the international carriage of goods, mechanisms allowing two or more companies to collaborate in view of obtaining specific contracts, due diligence, pre-contractual documents such as Memorandum of Understanding (or Letter of Intention), Confidentiality Agreements and Exclusivity Agreements, contract negotiations and contract drafting with an emphasis on specific terms and conditions of importance (such as force majeure, terms of payment, warranty clauses, liquidated damages, termination, choice of law, choice of dispute settlement mechanism, etc.). It will also review some of the financing arrangements common to these transactions such as financing by financial institutions and asset based financing. Finally, in any commercial transactions, a legal opinion is usually required to obtain a clear picture of the relevant matters of local law, and, as such, this course will briefly review the drafting and issuance of such legal opinions.

This course will combine seminar and workshop style teaching methods in order to expose students to complex corporate and commercial transactions. It will draw upon a number of different fields of law and will require students to apply a range of substantive and other skills (such as negotiation) in order to navigate through various exercises.

The orientation of the course is practical and is designed for students who wish to become practitioners whether as attorneys in law firms or legal counsel in corporations. As such, students are expected to actively participate as significant portions of this course will be hands on.

This course explores the principles of commercial dispute resolution in the international context. It examines litigation (issues of jurisdiction, choice of applicable law, recognition and enforcement of foreign judgments, etc.) arbitration (arbitration proceedings, homologation of the arbitration award, annulment of the arbitration award, recognition and execution of arbitration awards, etc.). This course will also consider the other alternative means of dispute resolution (mediation, conciliation and mini-trial).

The topics to be covered include an introduction to the law and practice of equity and debt financing in North America and Europe, exploring in general civil and common law concepts of secured transactions. Practical examples of equity and debt transactions will be explored and illustrated, along with conflicts of laws issues, the various institutional players and their roles, and an introduction to financing terminology and financing structures.

This course is designed to give business lawyers an overview of the importance of tax principles in international transactions. It examines strategies in formation, acquisition, financing, operation and disposition of international business activities.

In this course, we will examine through a case study the primary issues pertaining to the structure and negotiation of large, internationally funded mining projects in emerging economies. In particular, we will focus on the role that legal institutions can play in international development as well as the negotiation of “first-tier” agreements between transnational companies and governments, and on joint venture agreements involving private parties. The emphasis will be put on developing the student’s skill at spotting issues and proposing viable solutions for all stakeholders involved.

This course will focus on issues relating to international economic crimes. It covers the following topics: the international procedural regime for enforcing national criminal law such as the extradition process and Mutual Legal Assistance Treaties, money laundering and proceeds of crime, corruption, tax evasion (customs, tariffs, excise taxes, tax), competition law, fraud and the Internet, etc.

Through specialized seminars, students will integrate the information they learned during the program. They will be asked to develop an intervention strategy, to carry out critical reflections, and write assignments. Students may choose among one of the four seminars. Seminars cover topics such as "Transnational Corporations, Human Rights, and Accountability", "International Distribution Contracts and Strategies", "Aerospace Negotiation Contracts", "Commercial Litigation".