Descriptions des cours [Anglais] Business Law in a Global Context
LAW 6450 – Western Legal Systems (3 cr.) – Fall
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.
LAW 6451 – Common Law Aspects of Commercial Transactions (2 cr.) – Fall
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.
LAW 6452 – Business Organization and Governance (3 cr.) – Winter
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.
LAW 6453 – Secured Transactions and Bankruptcy (3 cr.) – Summer
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.
LAW 6454 – Intellectual and Industrial Property (3 cr.) – Winter
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.
LAW 6455 – Electronic Commerce Law (2 cr.) – Winter
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.
LAW 6456 – Securities Regulation (2 cr.) – Winter
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.
LAW 6457 – International Economic Relations (2 cr.) – Fall
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).
LAW 6458 – International Contract Law (3 cr.) – Winter
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.
LAW 6459 – International Commercial Disputes (2 cr.) – Summer
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).
LAW 6460 – Legal Aspects of International Finance (2 cr.) – Winter
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.
LAW 6461 – International Tax Law for Business Lawyers (2 cr.) – Summer
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.
LAW 6462 – Globalization and Emerging Economies (3 cr.) – Fall
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.
LAW 6463 – International Economic Crimes (2 cr.) – Summer
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.
LAW 6464 – Integration Workshop (2 cr.) – Summer
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: (1) Transnational Corporations, Human Rights, and Accountability; (2) International Distribution Contracts and Strategies; (3) Aerospace Negotiation Contracts; (4) Commercial Litigation.
LAW 6466 – Legal Research and Drafting Seminar (3 cr.) – Fall
The course is structured around three main objectives: methodology, research skills and writing skills. Each of the main objectives, in turn, comprises 4 secondary objectives.
In terms of methodology, students become better acquainted with the research process and learn to develop a research plan; learn how to analyse and solve legal problems; discover where and how to track down the appropriate legal rules; and sharpen their legal reasoning and analysis techniques.
Advanced research skills imply that students are able to effectively undertake research in enacted law; in case law; in international law and by means of legal comparison; and that they know how to deal with secondary sources and to use them skillfully.
When it comes to improved writing skills, fundamental aspects include insight into the importance of maintaining academic integrity and avoiding plagiarism; being able to employ standard McGill citation style, tables of contents and bibliographies; enhancing their drafting skills, which includes acquiring a good “legal” writing style; and understanding the inescapable link between language and the law, i.e., appreciating the fact that language is the lawyer’s tool in trade.
Student’s performance evaluation is based on weekly assignments or a paper, plus presence and participation during class, and a final exam for all.
LAW 6467 – Legal Practice in Canada (3 cr.) – Fall
The focus of this class is to explore the current legal landscape in Canada as well as the trends and issues affecting the practice of law in the 21st century. We will examine different firm structures, how they deviate from the traditional structures and how they affect the practice of law. The course will also review the rules of procedure and how they affect the current practice of law. The course will moreover cover other themes such as ethics in the profession and overall lawyer satisfaction.
LAW 6468 – The Appeal (3 cr.) – Winter
The focus of this course is for students to learn on what grounds a party can appeal a first instance decision and the procedure used to do so. The course will also visit the various considerations for a client to appeal a judgement. The students will be asked to prepare a Factum of Appeal in the form prescribed in the Code of Civil Procedure of Quebec and the Rules of the Court of Appeal. They will then be asked to apply advocacy skills learned during the course in a formal pleading in front of the class. This is a very practical course.