Course Syllabus for LAW4023H 2022
Global Professional LLM Program 

Course: LAW4023H LEC0101 20225 – Business Organizations

Date: Saturday, May 7, 14 & 28, June 11, 18 & 25, 2022

Time:  8:30 a.m. to 1:00 p.m.

Instructor: Mark Surchin, Michelle Vigod and Matt Prager

Location:  J140 Jackman Law Building

Class will take place in P115 Jackman Law Building on June 25th

Delivery Mode: In person

Class Participation: Attendance is mandatory  

This syllabus is not to be shared with, or distributed to, anyone outside of the GPLLM program.

Course Description

This course examines the fundamental principles and major rules governing business organizations.  Students will be introduced to the three most common forms of organization through which business activity is carried on, including sole proprietorships, partnerships (both general and limited) and corporations. The purpose of the course is to provide students with an understanding of the basic principles of corporate law in light of the current statutory regimes and evolving case law. Particular emphasis will be placed on the duties and responsibilities of directors and officers, and their relationship to the shareholders. 

Recording and Sharing (Download and Re-use Prohibited)

This course will not be recorded.  Further, you are forbidden from making and/or distributing your own audio and/or video recordings of class lectures.

Course videos and materials belong to your instructor, the University, and/or other sources, depending on the specific facts of each situation, and are protected by copyright. Do not download, copy or share any course or student materials or videos without explicit permission from the instructor.

Method of Evaluation and Due Dates:

The assessment method in this course will be through:

Assessment	Percentage of Grade	Due Date
In-class Midterm	25%	Saturday, June 4th, 2022 (1:00 - 2:30 p.m.)
Final Exam	75%	Sunday, July 3rd, 2022 (1:00 p.m.)

Assignment Submission and Late Penalties

Assignments are to be submitted via Quercus as a PDF file. Unless otherwise specified, assignments are due by 11:00 p.m. (EST) on the due date. Late penalties will be applied to all assignments submitted after the deadline in accordance with the School of Graduate Studies policy on the submission of late assignments.  Should you have any difficulties submitting the assignment on Quercus, please email the PDF to gpllm@utoronto.ca. Please see Late Penalties or Late Penalties for details.  

Please ensure that each assignment is saved using the following naming convention: Last Name, First Initial – CourseName – Assignment # or Title. In addition, all assignments should be accompanied by a cover page that includes the assignment name or title, your full name, your student number, and the course name. 

Textbook:

Textbooks can be purchased through the University of Toronto Bookstore.

Required Textbook:  

• Puri, A. I. Anand, E. M. Iacobucci, I. B. Lee, J. G. MacIntosh, Cases, Materials and Notes on Partnerships and Canadian Business Corporations, 6th ed. (Toronto: Carswell, 2016) (referred to as "Casebook" in syllabus)

• VanDuzer, The Law of Partnerships and Corporations 4th ed. (Toronto: Irwin Law, 2018) (referred to as "VanDuzer" in syllabus). This book is available digitally through the bookstore: https://uoftbookstore.com/textbook_express.asp?mode=2&step=2. 

• Consolidated Canada Business Corporations Act and Regulations (Carswell/Thomson Reuters, latest edition)(referred to as “CBCA” in syllabus). This resource is available online https://www.canlii.org/en/ca/laws/stat/rsc-1985-c-c-44/latest/rsc-1985-c-c-44.html

• Consolidated Ontario Business Corporations Act, Related Statutes and Regulations (Carswell/Thomson Reuters, latest edition) [contains Ontario partnerships legislation] (referred to as “OBCA” in syllabus). This resource is available online https://www.canlii.org/en/on/laws/stat/rso-1990-c-b16/latest/rso-1990-c-b16.html

NB: Students will want the CBCA, OBCA and Ontario partnership legislation at hand for the final exam.  Students who are using online CBCA, OBCA and Ontario partnership legislation materials during the course may need to print what they will need in order to reference those materials during the exam, in the event that digital materials may not be accessible to students on their hard drives.  Students who do not have access to a printer should purchase the hard copy textbooks, which can be found online at the U of T Bookstore.

Reading Materials and Course Schedule 

To access any Lexis Advance Quicklaw readings that may be in this syllabus, students will need to register with LexisNexis under “University of Toronto” at: http://www.lexisnexis.ca/en-ca/academic/university-registration.page. This must be done on campus but no additional password or other information is needed.

To access any WestlawNext readings that may be in this syllabus, students will also need to ensure that their WestlawNext accounts have been set up. If you have lost or misplaced your registration key, please e-mail ann.vuletin@utoronto.ca

To access off campus any Heinonline readings in this syllabus, students will be prompted for your UTORid login credentials or guest UTORid login credentials.

CLASS 1: Saturday, May 7th, 2022 - Forms of Business Organizations, Including the Laws of Partnerships and Corporations Class #1 - Business Organizations Class #1 - Welcome Survey to complete before first class
Topics:	Readings
Sole Proprietorships Partnerships What is a Partnership? How Does a Partnership Carry on Business? Relationships between Partners and Relationships with Third Parties Dissolution of a Partnership Partnership Agreements Joint Ventures, Limited Partnerships, Limited Liability Partnerships Corporations What is a Corporation? Nature of the Corporation - Separate Existence and Limited Liability Incorporation – Considerations and Process, Corporate Names, Pre-incorporation Contracts Liability of Corporation for Crimes and Torts Liability of Corporation in Contract Shares and Shareholders – Characteristics of Shares, Pre-Emptive Rights, Issuing and Paying for Shares and the Stated Capital Account, Redemption and Repurchase of Shares Benefit Companies Prime Minister Trudeau’s Davos remarks	[NB: this class covers the largest amount of material so the readings are most extensive—please review the slide deck for this class in advance of class including the relevant legislative provisions]:  Casebook:  Chapters 1-3 VanDuzer: Chapters 1-6
Business Organizations Poll 1

 

CLASS 2: Saturday, May 14, 2022 - Management and Control of the Corporation, including Roles, Duties and Powers of Directors, Officers and Shareholders  (but starting with any material for Class 1 that was not actually covered in Class 1) Class #2 - Slides for May 14 2022  Class #2 - Second Slide Deck Regarding Meetings
Topics:	Readings:
Shareholders How Shareholders Exercise Power – Shareholder Meetings and Resolutions Directors How Directors Exercise Power – Power to Manage, Qualifications, Election and Appointment of Directors Meetings of Directors Officers Delegation Remuneration and Indemnification Shareholders Agreements and Unanimous Shareholder Agreements	[NB: All Meetings material is contained in a separate slide deck. While we will not examine it in detail during class time, you are responsible for the material and can be examined on it.] Casebook: Chapter 4       VanDuzer: Chapter 7 Meetings Slide Deck 295 – 312
Business Organizations Poll 2

 

CLASS 3: Saturday, May 28, 2022 - Corporate Changes  Class #3 - Corporate Changes and Reorganizations Slides Class #3 - Corporate Separateness Slides Class #3 - Corporate Changes Handout
Topics:	Readings:
Amendment of Articles, By-Laws and Changes to Stated Capital Continuation under the Law of Another Jurisdiction Amalgamation Arrangements and reorganizations Sale of Assets or Shares Going Private Transactions Termination of the Corporation’s Existence	Casebook pp. 185-186 VanDuzer: Chapter 8
Business Organizations Poll 3

 

CLASS 4: Saturday, June 11, 2022 - Directors’ and Officers’ Duties, including Fiduciary Duties Class #4 - The Nine West Decision and the Potential Impact on Directors’ Duties  Class #4 - Presentation PDF
Topic:	Readings:
Fiduciary Duties Conflicts of Interest – Transactions with the Corporation Corporate Opportunities Competition Take-over Bids and Defensive Tactics Other Breaches of Fiduciary Duties Reliance on Management and Others Sanction by Shareholders of Fiduciary Breach Duties Owed by Controlling Shareholders to Minority Shareholders Duty of Care Common Law Statutory Reform Statutory Duties and Oppression Liability of Corporate Managers for Torts	Casebook: Chapters 5-6 VanDuzer: Chapter 9
Business Organizations Poll 4

 

CLASS 5: Saturday, June 18, 2022 - Shareholder Remedies Class #5 - Slides for June 18 2022 Regarding Remedies
Topic:	Readings:
Personal Action Derivative Actions on Behalf of the Corporation Oppression Compliance with Restraining Orders Rectification Orders Investigations Corporate Purchase of Shares of Dissenting Shareholder (dissent and appraisal) Winding Up and Dissolution	Casebook: Chapter 10 VanDuzer: Chapter 10

 

CLASS 6: Saturday, June 25, 2022 - Course Review and Q&A and (if there is time and interest) Corporate Governance – Hot Topics and Best Practices

Readings:

Gender Diversity on Boards in Canada:  Recommendations for Accelerating Progress Brief of the Canadian Coalition of Good Governance

 

Accessibility Needs

The University of Toronto has a commitment to providing effective accommodations for students with disabilities. See the Statement of Commitment Regarding Persons with Disabilities.

Students with chronic illness and disabilities that require ongoing accommodation are strongly encouraged to register with Accessibility Services. When appropriate, students will be assigned a counsellor who will work closely with them in developing a set of standard accommodations. Students who are unsure of whether they would qualify for an accommodation should nevertheless consult with Accessibility Services, which is done in total confidence.

The University provides academic accommodations for students with disabilities in accordance with the terms of the Ontario Human Rights Code. This occurs through a collaborative process that acknowledges a collective obligation to develop an accessible learning environment that both meets the needs of students and preserves the essential academic requirements of the University’s courses and programs.

Students with diverse learning styles and needs are welcome in this course. If you have a disability that may require accommodations, please feel free to approach the Accessibility Services* office.

The services provided by Accessibility Services are confidential, and staff will assess needs and identify resources that are available to the student. Possible accommodations include being provided with additional time for assignments, writing exams at Test and Exam Services, note-taking assistance, and more, including access to several technological supports. Accessibility Services has registration deadlines for each semester and their services are often in high demand. Students who think they may require accommodations should reach out to them as soon as possible. More information about registration is available here. Students who are registered with Accessibility Services for exam-related accommodations must submit their exam schedule to Accessibility Services well in advance of the final exam period.

Religious Observances

The University provides reasonable accommodation of the needs of students who observe religious holy days other than those already accommodated by ordinary scheduling and statutory holidays. Students have a responsibility to alert members of the GPLLM staff in a timely fashion to upcoming religious observances and anticipated absences and staff will make every reasonable effort to avoid scheduling tests, examinations or other compulsory activities at these times.

Please reach out to accommodations.gpllm@utoronto.ca as early as possible to communicate any anticipated absences related to religious observances, and to discuss any possible related implications for course work.

Academic Policies

Academic integrity is essential to the pursuit of learning and scholarship in a university, and to ensuring that a degree from the University of Toronto is a strong signal of each student’s individual academic achievement. As a result, the University treats cases of cheating and plagiarism very seriously. For further information on academic policies, please visit: Academic Policies.

The conduct of this course is governed by rules applicable to students at the University of Toronto and its Faculty of Law. Violations of these rules, especially with respect to academic integrity, are taken very seriously. You are encouraged to familiarize yourself with them. The rules can be found here.

All suspected cases of academic dishonesty will be investigated following procedures outlined in the Code of Behaviour on Academic Matters. If you have questions or concerns about what constitutes appropriate academic behaviour or appropriate research and citation methods, please reach out to me. Note that you are expected to seek out additional information on academic integrity from me or from other institutional resources (for example, the University of Toronto website on Academic Integrity.

Please note that unless otherwise specified, all assignments are to be completed INDIVIDUALLY.

Equity, Diversity & Inclusion Statement

The University of Toronto is committed to equity, human rights & respect for diversity. All members of the learning environment in this course should strive to create an atmosphere of mutual respect where all members of our community can express themselves, engage with each other, and respect one another’s differences. U of T does not condone discrimination or harassment against any person or communities. 

For More Information: https://sgdo.utoronto.ca/about-the-office/equity-diversity-u-of-t/