Instructor(s): Cameron Rusaw
Prerequisites
Business Organizations

Note: Students taking this course cannot take Contested Corporate Transactions – Mergers and Acquisitions (LAW326).

Recommended Pre-requisites: Securities Regulation; Income Tax; Secured Transactions

The purpose of the course is to examine in detail the principal legal issues and considerations involved in a variety of key transactions and other events that typically arise for a substantial private or public corporation. The topics to be considered include: share attributes and other organizational elements of corporate entities; corporate finance, including equity and debt financings; mergers and acquisitions; insolvencies and restructurings; as well as amalgamations, reorganizations and other 'fundamental changes'. The role and responsibilities of the board of directors and other corporate governance issues will be explored in the context of various transactions. Emphasis will also be placed upon the role and responsibilities of lawyers involved in corporate organizations and transactions, taking into account potential ethical and conflict of interest considerations, and practices that a lawyer may or should adopt to reflect these considerations and to best serve the client's interests. The course is taught from a practitioner's perspective; the focus is on what is involved in carrying on a corporate transactional practice. The course is best suited for students who plan to article and practice in a sophisticated corporate transactional firm.

Evaluation
a) a drafting assignment consisting of a mix of preparing draft agreements used in corporate transactions (such as purchase and sale agreements, shareholders agreements, letters of intent and the like), corporate documents (such as directors resolutions and shareholders resolutions) as well as legal memoranda. The agreements and corporate documents will be based on precedents (provided) and as such specifying a required word count is not possible or meaningful (30%); b) a 1200-1500 word legal memorandum written as if to a client or an assigning lawyer at a law firm (30%); c) a negotiation exercise in which the class will be divided into several groups each consisting of a team representing the buyer and a team representing the seller in the negotiation of an agreement of purchase and sale of a business (15%); d) a related written exercise in which each team prepares a markup of the agreement under negotiation representing its proposed changes to the draft proposed by the opposing team (15%); and e) class participation based on attendance and participation in class discussion (10%).

At a Glance

Second Term
Credits
3
Hours
3

Enrolment

Maximum
24
24 JD

Schedule

T: 6:10 - 9:00